EXHIBIT 10(e)

                            STOCK PURCHASE AGREEMENT

     This  STOCK  PURCHASE  AGREEMENT (the "Agreement") is made as of  March 18,
2003, by and among GREENLAND CORPORATION, a Nevada corporation ("GRLC"); IMAGING
TECHNOLOGIES  CORPORATION,  a  Delaware  corporation ("IMTO"); EXPERTHR OKLAHOMA
INC,  a  newly formed Oklahoma corporation (the "Company") and  the shareholders
of  the  Company  as identified on the attached Schedule A (the "Shareholders").

                                    RECITALS

     WHEREAS, the Shareholders own or will own of record and beneficially all of
the  issued  and  outstanding  shares  of  capital  stock  of  the  Company (the
"Shares");

     WHEREAS,  Company is a newly-formed corporation duly organized and existing
under  the laws of the State of Oklahoma with authorized capital stock of  1,000
shares  of  common stock, $.01 par value.; all of which will be acquired by GRLC

     WHEREAS,  the  boards  of  directors of GRLC, IMTO the Company have adopted
resolutions  declaring  advisable the proposed purchase of all the Shares of the
Company  upon  the  terms  and  conditions  of  this  Agreement;;

     WHEREAS,  the  parties  intend  the  transactions  contemplated  herein  to
constitute  reorganization  within the meaning of section 368(a) of the Internal
Revenue  Code  of  1986,  as  amended;

     NOW, THEREFORE, in consideration of the covenants and mutual agreements set
forth  herein  and  other  good  and  valuable  consideration,  the  receipt and
sufficiency  of  which  are  hereby  acknowledged,  and  in  reliance  upon  the
representations  and warranties contained herein, the parties do hereby agree as
follows:

1.     THE  PURCHASE

     1.1     General.  Subject to the terms and conditions set forth herein, and
in  accordance  with  applicable  provisions  of  the  corporate laws of Nevada,
Delaware  and  Oklahoma  (the  "Corporate  Laws"), GRLC shall acquire the Shares
from  Company  and  Company  shall  continue as  a surviving corporation, wholly
owned  by  GRLC.

1.2     Effect of the Merger.  At the Effective Date, the Company shall continue
its  corporate  existence  under  the  Laws  of  Oklahoma  .

2.     THE  COMPANY

     2.1     Certificate.  The articles of incorporation of Company as in effect
immediately  prior  to  the  Effective  Date  shall  remain  the  articles  of
incorporation  of  the Company until and unless thereafter amended in accordance
with  applicable  Law  and  such  articles  of  incorporation.

     2.2     Bylaws.  The  bylaws  of  Company as in effect immediately prior to
the  Effective  Date  shall  remain  the  bylaws of the Company until and unless
thereafter  amended  in  accordance  with  applicable  Law,  the  articles  of
incorporation  of  such  bylaws.

     2.3     Board of Directors.  The directors of the Company immediately prior
to  the  Effective  Date shall be the initial board of directors of the Company,
each of such persons to serve until his or her successor, if there is to be one,
is  duly  elected  and  qualified  and/or  as  agreed  to  with  GRLC.

     2.4     Officers.  The  officers  of  the  Company immediately prior to the
Effective  Date  shall  be  the  initial  officers  of the Company, each of such
officers  to  serve  until  his or her successor, if there is to be one, is duly
qualified  and/or  as  appointed  by  the  Board  of  Directors.

3.      PURCHASE  CONSIDERATION;  EXCHANGE

     3.1     Exchange of the Shares.  By virtue of the Purchase, and without any
action  on  the  part  of  the  Shareholders,  each Share issued and outstanding
immediately  prior to the Effective Date shall be assigned and delivered to GRLC
and  shall  have  the  right  to  receive  a  pro  rata portion of the shares of
Convertible Preferred Stock of GRLC (the "Preferred Stock") at the Closing (such
shares  referred  to  as  the  "Purchase Consideration").  Each share of Capital
Stock,  if  any  that is held as treasury stock of the Company shall be canceled
and  retired  and  no  Purchase Consideration will be paid or delivered for such
share.  The number of shares of Preferred Stock and the face value of each share
shall reflect the purchase price paid by GRLC, which shall be an amount equal to
one  and one-half times gross profit of the Company's operations for the quarter
ending  March  31,  2003  multiplied  by four as stated in an audit report to be
performed (the "Purchase Price") (See Section 4.7(a)). The Parties estimate that
the  purchase  price  will  be  approximately $1,250,000. Provided, however that
Company,  may  at  its  sole and exclusive option, request that up to 50% of the
Purchase  Price be paid by IMTO issuing shares of its common stock to Company as
per  the  formula  set  forth  below.

     3.2     Rights  of  the  Preferred Stock. The Preferred Stock shall have no
rights, other than voting rights or rights required by law, entitling holders of
the  Preferred  Stock to vote as if they were holders of the number of preferred
shares  issued  in  connection  with  the Purchase Price (example; face value of
preferred  stock  certificate  with  be  $1,000,  therefore if purchase price is
$1,250,000,  voting  rights will be as if 1,250 shares of Common Stock of GRLC,)
other  than  the  right  to  convert  into  shares  of  Common  Stock  of  GRLC.

     3.3  Conversion  Procedures  and Formula. Subject to the provisions hereof,
the  Preferred  Stock  must  be  converted  on  an  annual  basis,  in two equal
installments,  commencing  one  year  and  one day from the Effective Date  (the
"Conversion Commencement Period")  and concluding two years and one day from the
Effective  Date,  (the "Conversion Period") by presentation and surrender hereof
to the Issuer at the address which, is then effective for notices to the Issuer,
with  the Notice to Convert Form annexed hereto, duly executed for the number of
shares  of Common Stock (the "Conversion Common Shares") specified in such form.
As  the  Preferred  Stock is exercised in part during the Conversion Period, the
Issuer  shall,  upon surrender of the Preferred Stock Certificate, shall execute
and  deliver  a  new  Preferred  Stock  Certificate evidencing the rights of the
Holder  to  convert  the  balance  of  the Preferred Stock (the "Preferred Stock
Balance").  GRLC  shall  maintain  at its principal place of business a register
for  the registration of the Preferred Stock and registration of exercise of the
Preferred  Stock.  The Preferred Stock shall be convertible into a dollar amount
equal  to  the  Purchase  Price,  of  GRLC  Common  Stock  at a conversion price
determined  as follows: (i) at the end of each one year period subsequent to the
Conversion  Commencement  Period,  (each one year period shall be referred to as
the  "Conversion Year")  the Company shall forward to GRLC the Notice to Convert
Form  evidencing  the  Company's  intent  to  convert  50%  of the shares of the
Convertible  Preferred  Stock of GRLC Corporation into shares of Common Stock of
GRLC  with  a  value  of  equal to 50% of the Purchase Price (ii) the conversion
price  shall  be  the  average  closing price, of the GRLC Common Stock for   90
trading  days  prior  to  the  last  day  of the applicable Conversion Year (the
"Conversion  Price").  PROVIDED, HOWEVER, THAT GRLC MAY AT ITS OPTION PAY ALL OR
ANY  PORTION  OF  THE PURCHASE PRICE IN CASH, IN LIEU OF ALL OR A PORTION OF THE
CONVERSION  OF  THE PREFERRED STOCK INTO SHARES OF COMMON STOCK. IF GRLC INTENDS
TO  PAY  IN  CASH,  IT  MUST NOTIFY COMPANY IN WRITING AT LEAST NINETY (90) DAYS
PRIOR  TO  THE  APPLICABLE  CONVERSION  DATE.

Provided,  further  that  Company  may at its sole and exclusive option elect to
accept up to 50% of the Purchase Price in each Conversion Year,  to be paid with
shares  of  common  stock  of  IMTO.  The Company can so elect by stating in the
Notice  to  Convert Form that it has elected to accept shares of common stock of
IMTO  ("IMTO  Shares")  in  lieu  of  converting  all  the  Preferred Stock into
Conversion Common Shares. The Company shall state the dollar amount it wishes to
convert  into  IMTO  Shares.  IMTO shares shall be valued in the same manner set
forth above: average closing price of the IMTO common stock for 90 days prior to
the  last  day  of  the  applicable  Conversion  Year.

Certificates  representing  Preferred  Stock,  certificates  representing  the
Conversion  Common  Shares  and certificates representing IMTO Shares shall bear
the  following  restrictive  legend:  "THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER  THE SE-CURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE  TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT
UNDER  THE  SECURI-TIES  ACT  OF  1933,  AS AMENDED, OR (B) THE COMPANY HAS BEEN
FURNISHED  WITH  AN  OPINION  OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT
THAT  NO  REGISTRATION  IS  LEGALLY  REQUIRED  FOR  SUCH  TRANSFER."
     3.4     Reservation  of  Common  Stock.  GRLC and IMTO hereby agree, at the
appropriate  time,  that  there  shall  be reserved for issuance and/or delivery
upon  the  conversion  of  the Preferred Stock, such number of Conversion Common
Shares  as  shall  be  required  for issuance or delivery upon conversion of the
Preferred  Stock.   After the Conversion Period, no shares of Common Stock shall
be  subject  to  reservation  in  respect  of the Preferred Stock. GRLC and IMTO
further  agree  (a)  that  they  will  not,  by  amendment  of  its  Articles of
Incorporation  or  through reorganization, consolidation, merger, dissolution or
sale  of  assets,  or  by  any  other  voluntary act, avoid or seek to avoid the
observation  or performance of any of the covenants, stipulations, or conditions
to  be  observed  or  performed hereunder by GRLC and IMTO , and (b) promptly to
take  such  action  as may be required of GRLC and IMTO to permit the Company to
convert  the  Preferred  Stock  and  GRLC and IMTO duly and effectively to issue
shares  of  its  Common  Stock  upon  the  exercise  hereof.

3.5     Fractional Shares.  No fractional shares of GRLC and IMTO Stock shall be
issued.  Fractional  shares  of such stock shall be rounded to the nearest whole
share.

     3.7     Other Shares.  Each share of common stock of the Company issued and
outstanding  immediately  prior  to  the  Effective  Date  shall be assigned and
delivered  to  GRLC  and  remain  outstanding after the Effective Date and shall
continue  to  be  owned  by  GRLC.

     3.7     Dissenting  Shares.  Notwithstanding  any  other  provision of this
Agreement  to  the  contrary, Shares that are issued and outstanding immediately
prior  to  the Effective Date and that are held by Shareholders who did not vote
in  favor  of  the  Purchase (the "Dissenting Shares"), and the holders of which
comply  with  all  of  the  applicable  provisions  of  the  Corporate Laws (the
"Dissenting  Shareholders"),  shall not be converted into or be exchangeable for
the  right  to receive the Purchase Consideration, unless and until such holders
shall  have  failed to perfect or shall have effectively withdrawn or lost their
dissenters'  rights  under  the  Corporate  Laws.  If any Dissenting Shareholder
shall  have  failed  to  perfect or shall have effectively withdrawn or lost the
right to dissent, such holder's Shares shall thereupon be treated as though such
Shares  had  been converted, as of the Effective Date, into the right to receive
the  Purchase  Consideration pursuant to this Agreement.  The Company shall give
GRLC  (i)  prompt  notice  of  any  written demands for appraisal of any Shares,
attempted withdrawals of such demands, and any other instruments served pursuant
to  the  Corporate  Laws  and  received by the Company relating to Shareholders'
rights  of  appraisal,  and  (ii) the opportunity to direct all negotiations and
proceedings  in  respect of demands for appraisal under the Corporate Laws.  The
Company  shall  not , except with the prior written consent of GRLC, voluntarily
make  any  payment  in respect of, or settle or offer to settle, any such demand
for  payment.

4.     REPRESENTATIONS  AND  WARRANTIES  OF  COMPANY  AND  SHARE-HOLDERS

     To  induce  GRLC  to  enter  into  this  Agreement  and  to  consummate the
transactions  contemplated  hereby,  Company  Shareholders jointly represent and
warrant  to  GRLC  as  follows:

     4.1     Company Disclosure Schedules.  Company have heretofore delivered to
GRLC  certain schedules containing information regarding Company, the Shares and
Company's  business  as  indicated  at  various  places  in  this Agreement (the
"Company  Disclosure  Schedules").  All  information  set  forth  in the Company
Disclosure  Schedules  is true, correct, complete and set forth in a manner that
is  not  materially misleading as of the date of this Agreement.  Information in
the  Company Disclosure Schedules specifically refers to the article and section
of  this  Agreement to which such information is responsive and such information
shall  not be deemed to have been disclosed with respect to any other article or
section  of  this  Agreement  or  for any other purposes unless otherwise noted.
Unless otherwise indicated, all capitalized terms used in the Company Disclosure
Schedules  shall  have  the same meanings as used in this Agreement. The Company
represents  that  Jerry Lassiter and his spouse owns 56% of the shares of common
stock  of  the  Company.

     4.2     Organization,  Qualification  and  Authority.

          (a)     Company  is a corporation duly organized, validly existing and
in  good  standing  under  the  laws of the State of  Oklahoma.  Company has its
principal  offices and places of business at the locations specified in Schedule
4.2.  Company  has  all requisite corporate power, and all requisite franchises,
licenses,  permits  and  authority  necessary  to own or lease its assets and to
carry  on  the  Company's business as, and in all places where, such business is
now  conducted  and  such  properties  are  owned  or  leased.  Company  is duly
licensed,  qualified  or  domesticated  as  a  foreign  corporation  in  the
jurisdictions  listed  in  Schedule  4.2,  which are all jurisdictions where the
character  of  the  property  owned  by  Company  or  the nature of the business
transacted  by  it makes such license, qualification or domestication necessary.

          (b)     Company  has  the  full corporate power to enter into, execute
and  perform  this Agreement.  This Agreement has been duly and validly executed
and  delivered  by  Company  and  constitutes  the  valid  and  legally  binding
obligations  of  Company,  subject  to general equity principles, enforceable in
accordance  with  their  respective  terms, except as the same may be limited by
bankruptcy,  insolvency,  reorganization or similar Laws affecting the rights of
creditors  generally.

     4.3     Ownership  of  Shares;  Subsidiaries.

          (a)     The  total authorized Capital Stock of Company is as set forth
in  Schedule  4.3(a).  All  of  the  issued  and outstanding Shares are owned of
record  and  beneficially  (excluding community property rights under applicable
California  law)  by  the  Shareholders  as  set  forth  in  Schedule  4.3(a).

          (b)     All  of  the  outstanding  Shares are duly authorized, validly
issued,  fully  paid and non-assessable and were authorized, offered, issued and
sold  in accordance with all applicable securities and other Laws and all rights
of  Company's  current  or former shareholders and other Persons.  No Person has
any  preemptive  rights  with  respect  to the Shares.  There are no outstanding
securities  convertible into the Capital Stock of Company or rights to subscribe
for  or  to  purchase,  or any options for the purchase of, or any agreements or
arrangements  providing  for  the  issuance (contingent or otherwise) of, or any
Actions  relating to, the Capital Stock of Company.  There are no voting trusts,
proxies  or other agreements or understandings with respect to the voting of the
Capital  Stock  of  Company.  Company  is  not  subject  to  any  obligation  to
repurchase  or otherwise acquire or retire any of its Capital Stock, and Company
has  no Liability for dividends declared or accrued, but unpaid, with respect to
its  Capital  Stock.  Company  has  not purchased or redeemed any of its Capital
Stock,  and,  except  as  set forth in the Company Disclosure Schedules, has not
paid any dividend or made any other payment to the Shareholders or other Related
Parties  within  the  past  two  (2)  years.

          (c)     Company  does not own or have an interest, direct or indirect,
or  any  commitment to purchase or otherwise acquire, any Capital Stock or other
equity interest, direct or indirect, in any other Person, except as set forth in
Schedule 4.3(c), free and clear of any and all Liens.  All such interests so set
forth  are  owned of record and beneficially by Company as set forth in Schedule
4.3(c)  and  are duly authorized, validly issued, fully paid and non-assessable,
and  were authorized, offered, issued and sold in accordance with all applicable
securities  and  other  Laws.

          (d)     Each  Shareholder  is  the  legal  and beneficial owner of the
Shares  as  set  forth  on  Schedule 4.3(a), free and clear of any and all Liens
(other than community property rights under applicable Oklahoma law).  There are
no  outstanding  contracts,  demands,  commitments  or  other  agreements  or
arrangements under which the Shareholders (or any of them) or Company are or may
become  obligated  to sell, transfer or assign any of the Shares or items listed
on  Schedule  4.3(c).

     4.4     Capacity;  No  Inconsistent  Obligations.

(a)  Each  Shareholder  has the full right, power and legal capacity to execute,
deliver and perform his or her obligations under this Agreement.  This Agreement
has  been  duly  and  validly  executed  and  delivered  by such Shareholder and
constitutes  the  valid  and  legally  binding  obligation  of such Shareholder,
subject  to  general  equity  principles,  enforceable  in accordance with their
respective terms, except as the same may be limited by bankruptcy, insolvency or
similar  Laws  affecting  the  rights  of  creditors  generally.

          (b)     The  execution, delivery or performance of this Agreement will
not  result  in  a violation or breach of, or constitute a default under (i) the
articles  of  incorporation  or bylaws of Company, (ii) any term or provision of
any  indenture,  note,  mortgage,  bond,  security  agreement,  loan  agreement,
guaranty,  pledge,  or  other  instrument, contract, agreement or Order to which
Company  or  any Shareholder is a party or by which any is subject or bound; nor
will such actions result in (a) the creation of any Lien on any of the Shares or
any  of  Company's assets or properties, (b) the acceleration or creation of any
Liability  of  Company, (c) the forfeiture of any material right or privilege of
Company,  or  (d)  the  forfeiture  of  any  material  right or privilege of any
Shareholder  which  may  affect  the Shareholders' ability to perform under this
Agreement.

     4.5     Consents.  The  execution,  delivery  and  performance  of  this
Agreement does not (a) require the consent, approval or action of, or any filing
with,  or  notice  to,  any  Person,  or (b) impose any other term, condition or
restriction  on  Company  pursuant  to  any business combination or takeover Law
except  as  noted  in  Exhibit  C.

     4.6     No  Violation;  Compliance  with  Laws.  Company  is not in default
under or in violation of (a) its articles of incorporation or bylaws, or (b) any
Order.  The  operations  of  Company and its predecessors have been conducted in
all  material  respects in compliance with all applicable Laws. (For purposes of
this  paragraph, any violation of applicable Law that could result in imposition
of  a  fine  or  other  monetary penalty in excess of $500 upon Company shall be
deemed  to  be  a material non-compliance).  Neither Company nor any Shareholder
has received any notification of any asserted past or present failure by Company
to  comply  with  any  applicable  Law.

     4.7     Financial  Statements.  Prior  to  the  date  hereof,  Company  has
delivered  to GRLC copies of its Pro Forma unaudited balance sheets as of  March
31,  2003  and statements of income and retained earnings and statements of cash
flows  for  the  fiscal  years  then  ended.   ("Company's  Balance Sheet") (the
"Company's Reference Date"), and unaudited statements of operations for the year
then ended.  Except as disclosed in Schedule 4.7, all of such balance sheets and
income  statements  (including any related notes and schedules thereto) are true
and  correct,  have  been  prepared  from  the  books  and records of Company in
accordance  with  GAAP  with  the  exceptions noted on Schedule 4.7, and present
fairly the financial condition of Company as of the date thereof and the results
of  its  operations  for the period then ended (except that unaudited statements
may  not  contain  footnote  disclosure  and  the  Company's  Balance  Sheet and
unaudited  statements  of  operations  may  be  subject  to  normal  year-end
adjustments).

4.7(a)      Purchase  Price  and  Audit.  The Company acknowledges that GRLC and
IMTO  will  be required to make certain filings with the Securities and Exchange
Commission  including audited financial statements of Company and Company agrees
that  it  will commence immediately upon execution of this Agreement an audit of
its  operations  to  comply  with  the  applicable  Rules and Regulations of the
Securities  Act  of 1933 and/or the Securities Exchange Act of 1934, at its sole
cost  and  expense (the "Audit"). GRLC shall have the right to select an auditor
and  the  Company shall have the right to approve the auditor's fee. The Company
shall  cooperate  fully  and  completely  in  the  preparation  of  said audited
financial  statements and/or other filing requirements. The Purchase Price shall
be  an  amount  equal  to one and one-half times gross profits for quarter ended
March  31, 2003 as reflected by the audited financial statement ( NOTE: may need
to  review  debt  of  Company  for  possible  adjustment)

     4.8     Liabilities.  Company  has  no Liability except (i) those reflected
on the Company's Balance Sheet, (ii) Liabilities incurred in the ordinary course
of  business  since  the  Company's  Reference  Date,  or  (iii) as specifically
disclosed  in  Schedule  4.8.

     4.9     Title  to Properties.  Company has good and marketable title to all
assets  reflected  in  the Company's Balance Sheet, except inventories and other
immaterial assets which have been disposed of in the ordinary course of business
since  the  Company's Reference Date, and all other  assets necessary to conduct
the  Company's business as currently being conducted and as conducted during the
periods  covered  by  the  financial statements referenced in Section 4.7 (other
than  any  leased property), free and clear of Liens, except for Liens expressly
set  forth in Schedule 4.9 (with respect to which no default exists), landlord's
Liens  imposed  by  operation  of Law, liens for taxes which are not yet due and
payable and minor imperfections of title and encumbrances, if any, the curing or
removal  of  which  would not materially detract from the value of the assets or
materially  impair  the  operations  of  the  Company's  business  ("Permitted
Encumbrances").  Schedule 4.9 identifies all personal property, which is leased.

     4.10     Receivables.  Except  as set forth in Schedule 4.10, all notes and
accounts  receivable  shown  on Company's Balance Sheet and all such receivables
now  held  by Company are valid and collectible obligations and were not and are
not  subject  to any offset or counterclaim, except for amounts reserved against
such  receivables  which  are reflected on the Company's Balance Sheet and, with
respect  to  notes and accounts receivable arising after the Company's Reference
Date  and  now  outstanding,  except  for  a  percentage  thereof  equal  to the
percentage  which  said  reserved  amounts  on  the  Company's  Balance  Sheet
constituted  of  the aggregate of notes and accounts receivable on the Company's
Reference  Date.

     4.11     Personal  Property.  GRLC and Company acknowledge the Company does
not  own  machinery,  equipment,  vehicles, and other items of tangible personal
property.  Machinery,  equipment, vehicles, and other items of tangible personal
property  leased  by Company are in good operating condition and repair and free
from any defects (except ordinary wear and tear and such minor defects as do not
interfere  with  the  use thereof in the conduct of the normal operations), have
been maintained consistent with the standards generally followed in the industry
and  are  sufficient  to carry on the Company's business as conducted by Company
during  the  preceding  twelve  (12)  months.

     4.12     Inventories.  Except  as  set  forth  on  Schedule  4.12,  all
inventories  are  usable  and  saleable  at  the  current  prices thereof in the
ordinary  course  of  business  consistent  with  past  practice  and  industry
standards;  all inventories are recorded on Company's books at the lower of cost
or  market value determined in accordance with GAAP with the exceptions noted on
Schedule  4.7  consistent  with  past  practice  and  industry standards; and no
material write-down in inventory has been made or should have been made pursuant
to  GAAP  with  the  exceptions  noted on Schedule 4.7 during the past two years
consistent  with  past  practice  and  industry  standards.

     4.13     Ability  to  Conduct  Business;  Intellectual  Property  Rights.

(a)     Company  has  the  means,  rights, and Information required to offer and
sell  the  products  now  being  offered  and sold by Company and to perform the
services  that  are  presently  being  performed  by  Company. In particular the
Company  represents  that  it  has  the  licensing  rights to payroll processing
software  and  hardware  for  PEO  payroll  processing  and  that  GRLC  and its
affiliates  shall  have  perpetual  rights  to  it.

          (b)     The  term  "Company  Intellectual  Property  Assets" includes:

(i)     all  business  names,  trading  names,  registered  and  unregistered
trademarks,  service marks, and applications owned, used, or licensed by Company
as  licensee  or  licensor  (collectively,  "Company  Marks");

(ii)     all  patents  owned,  used,  or  licensed  by  Company  as  licensee or
licensor,  patent  applications  of Company, and inventions and discoveries that
may  be  patentable  by  Company  (collectively,  "Company  Patents");

(iii)     all  versions  of  all  works  owned,  used, or licensed by Company as
licensee or licensor in connection with the Company's business whether published
or  unpublished  (collectively,  "Company  Copyrighted  Works");

(iv)     all  rights  in  mask  works  owned,  used,  or  licensed by Company as
licensee  or  licensor  (collectively,  "Company  Rights  in  Mask  Works"); and

(v)     all  Company know-how, trade secrets, confidential Information, customer
lists,  software,  technical  Information,  data,  process  technology,  plans,
drawings,  and  blue  prints  that are not commonly known by or available to the
public  and  which  derive economic value from not being generally known to, and
not being readily ascertainable by proper means by, other Persons who can obtain
economic  value  from  its disclosure or use and are the subject of efforts that
are  reasonable  under  the circumstances to maintain its secrecy (collectively,
"Company  Trade  Secrets").

(c)     Schedule  4.13(c)  contains  a complete and accurate list, including any
royalties  paid or received by Company, of all contracts relating to the Company
Intellectual  Property Assets to which Company is a party or by which Company is
bound,  except  for  any license implied by the sale of a product and perpetual,
paid-up  licenses  for commonly available software programs with a value of less
than  $1,000 under which Company is the licensee.  There are no outstanding and,
to  Company's and the Management Shareholders' knowledge, no threatened disputes
or  disagreements  with  respect  to  any  such  contract.

          (d)     Know-How  Necessary  for  the  Business

(i)     The  Company  Intellectual  Property  Assets  are  all  the intellectual
property  necessary  for  the  operation  of  Company's  business  as  currently
conducted.  Company  is  the  owner  of all right, title, and interest in and to
each of the Company Intellectual Property Assets except as set forth in Schedule
4.13(d), free and clear of all Liens and has the right to use without payment to
a  third  party  (except  as  set  forth in Schedule 4.13(d)) all of the Company
Intellectual  Property  Assets.

          (e)     Trademarks

(i)     Schedule  4.13(e)  contains  a complete and accurate list of all Company
Marks.  Except  as  set  forth  on Schedule 4.13(c), Company is the owner of all
right,  title,  and interest in and to each of the Company Marks, free and clear
of  all  Liens.

(ii)     All  Company  Marks  that  have  been registered with the United States
Patent  and  Trademark  Office are currently in compliance with all formal legal
requirements (including the timely post-registration filing of affidavits of use
and  incontestability  and renewal applications), are valid and enforceable, and
are  not  subject to any maintenance fees or taxes or actions falling due within
ninety  days  after  the  Closing  Date.

(iii)     No  Company  Mark  has  been  or  is  now  involved in any opposition,
invalidation,  or  cancellation  and,  to Company's knowledge, no such action is
threatened  with  respect  to  any  of  the  Company  Marks.

(iv)     To  Company's knowledge, there is no trademark or trademark application
of  any  third  party  potentially  interfering  with  any  Company  Mark.

(v)     Except  as  described  on  Schedule  4.13(e), to Company's knowledge, no
Company Mark is infringed or has been challenged or threatened in any way.  None
of  the  Company  Marks  infringes  or  is  alleged  to infringe any trade name,
trademark,  or  service  mark  of  any  third  party.

(vi)     All  Company  products and materials containing a Company Mark bear the
proper  federal  registration  notice  where  permitted  by  law.

          (f)     Copyrights

(i)     Schedule  4.13(f)  contains  a complete and accurate list of all Company
Copyrighted  Works that are currently published and in use.  Except as set forth
on  Schedule  4.13(c), Company is the owner of all right, title, and interest in
and  to  each  of  the  Company  Copyrighted Works, free and clear of all Liens.

(ii)     None  of  the  Company  Copyrighted  Works  has  been  registered.

(iii)     To  Company's  knowledge,  none  of  the  Company Copyrighted Works is
infringed or has been challenged or threatened in any way.  No portion of any of
the  Company Copyrighted Works infringes or is alleged to infringe any copyright
of  any  third party or is a derivative work based on the work of a third party.

(iv)   All  copies  of  the  Company Copyrighted Works have been marked with the
proper  copyright  notice.

          (g)     Trade  Secrets

(i)     With respect to each Company Trade Secret, any documentation relating to
such  Company  Trade  Secret  is current, accurate, and sufficient in detail and
content  to identify and explain it and to allow its full and proper use without
reliance  on  the  knowledge  or  memory  of  any  individual.

(ii)     Company  and  the  Shareholders  have  taken  reasonable precautions to
protect  the  secrecy,  confidentiality, and value of the Company Trade Secrets.

(iii)     Company  has  good title and the (but not necessarily exclusive) right
to use the Company Trade Secrets.  To Company's knowledge, Company Trade Secrets
are  not  part  of  the  public  knowledge or literature and have not been used,
divulged,  or  appropriated  either  for  the  benefit of any Person (other than
Company)  or  to  the  detriment of Company.  To Company's and the Shareholders'
knowledge,  no  Company Trade Secret is subject to any adverse claim or has been
challenged  or  threatened  in  any  way.

     4.14     Real  Property.

          Schedule  4.14  lists  all  real  property  owned  and/or  used in the
Company's  business (the "Real Property"), and lists with respect to each parcel
the  street  address  and, if leased, the lessor.  The term "Real Property" does
not  include  common  areas,  parking space, or other parts of any real property
over  which  the  Company  has  no  control.

     (a)     There  is  no  Real  Property  that  is  owned  by  the  Company.

     (a)     Set  forth  in  Schedule  4.14(a),  is  the Real Property, which is
subject  to a written lease or sublease to which Company is a party as lessee or
sub-lessee.

          (b)     All  of  the  Real  Property  is free from development, use or
occupancy restrictions, except those imposed by applicable Law, and from special
taxes  or  assessments, except those generally applicable to other properties in
the  tax  districts  in  which  the  Real  Property  is  located or as otherwise
described  in  Schedule  4.14(c).  To Company's and the Management Shareholders'
knowledge,  no  options  have  been  granted  to  others  to  purchase, lease or
otherwise  acquire any interest in the Real Property.  Company has the exclusive
right  of possession of each tract or parcel comprising its Real Property (other
than  the  lessor  under  certain  circumstances such as default under a lease).

          (c)     To  Company's  knowledge,  except  as set forth in the Company
Disclosure  Schedules,  the  present  use,  occupancy  and operation of the Real
Property,  and  all  aspects  of  the  Improvements  to the Real Property are in
compliance  with  all  Laws and private restrictive covenants, and, to Company's
knowledge,  there has not been any proposed change thereto that would affect any
of  the  Real  Property  or its use, occupancy or operation.  The Company is not
involved  in  any  conflict  or  dispute  with  any  Person relating to any Real
Property  or the activities thereon.  No portion of the Real Property is subject
to  any  classification,  designation  or  preliminary  determination  of  any
Governmental  Authority  or  pursuant  to any Law, which would restrict its use,
development,  occupancy  or operation in connection with the Company's business.
Except  as set forth in Schedule 4.14(d), all Improvements are in good condition
and  repair,  and  are  suited  for  the  operation  of  the Company's business.

          (d)     Neither  Company  nor  any other Person has caused any work or
improvements  to be performed upon or made to any of the Real Property for which
there  remains  outstanding  any payment obligation that would or might serve as
the  basis  for  any  Lien  in  favor  of  the  Person  who  performed the work.

          (e)     All  requisite certificates of occupancy and other permits and
approvals required with respect to the Real Property or the Improvements and the
use,  occupancy  and  operation  thereof have been obtained and paid for and are
currently  in  effect  and  free  of  restrictions.

     4.15     Contracts.

(a)     Schedule  4.15  sets  forth a true, complete and correct list of (i) all
customers  of Company accounting for 5% or more of Company's revenue in 2002 and
(ii) all non-customer contracts, contractual rights, leases, purchase orders and
sales  orders,  written  or oral, involving payments in excess of $1,000 or that
may  not  be  terminated  by Company within thirty (30) days without any adverse
consequence  to  Company  ((i) and (ii) collectively, "Contracts").  Company has
heretofore delivered or made available to GRLC a true, correct and complete copy
of  each  of  the  written  Contracts  (including  all  exhibits,  amendments or
modifications  thereto),  and  a  complete  and  accurate  summary  of each oral
Contract.  All of the Contracts have been entered into in the ordinary course of
the  Company's  business,  and  are valid and effective in accordance with their
terms.  Company  has  performed  in  all material respects all obligations to be
performed  by  it  as  of  the  date  of this Agreement under all Contracts, and
Company is not in material default or in arrears under any of the terms thereof.
No  condition  exists  or  has  occurred which, with the giving of notice or the
lapse  of  time,  or  both,  would  constitute  a material default by Company or
accelerate the maturity of, or otherwise modify, any Contract; and all Contracts
are in full force and effect.  To the knowledge of Company , except as set forth
in  Schedule  4.15,  no  default by any other party to any Contract is presently
known or claimed by Company to exist, nor has any condition occurred which, with
the  giving  of notice or the lapse of time, or both, would constitute a default
by  such  other  party  to  any  Contract;  and (b) Company has not received any
written  notice  that,  either  before  or  after  Closing, and has no reason to
believe  that,  before  Closing  or as a result of the transactions contemplated
hereby,  any  customer  of  Company  (i)  has  ceased, or will cease, to use the
products,  goods  or  services  of Company, or (ii) has substantially reduced or
will  substantially  reduce,  the use of products, goods or services of Company.
The  Company  represents  that  its contracts total approximately $26,000,000 in
revenues.

     4.16     Insurance.  Schedule 4.16 contains a complete list of all policies
of  insurance  maintained by Company, all of which are in full force and effect.
Company  has  delivered  or  made available to GRLC a true, correct and complete
copy  of  each such insurance policy (including any exhibits, schedules, riders,
amendments  or  modifications thereof.)  All premiums due thereon have been paid
and  Company  has  not received any notice of cancellation with respect thereto.
Schedule 4.16 lists and describes all occurrences which may form the basis for a
material claim by or on behalf of Company under any such policy; and Company has
timely  given  notice of all such occurrences to the appropriate insurer and has
not  waived (either intentionally or, to Company's knowledge, inadvertently) its
right  to  make  the  related  claim  under  any  such  policy.

     4.17     Litigation.  Except  as  set  forth  on Schedule 4.17 no Action is
pending or, to the knowledge of the Company, threatened against, by or affecting
Company  or  the Shares except as listed in Exhibit D.  There are no unsatisfied
judgments  or  Orders against Company or any Shareholder to which any of them or
their  assets  and  properties  are  subject  except  as  listed  in  Exhibit D.

     4.18     Taxes.

(a)     Except  as  set  forth  in  Schedule  4.18, Company has timely filed all
federal,  state,  local,  and foreign tax returns, reports and estimates for all
years  and periods (and portions thereof) for which any such reports, returns or
estimates  were  due  with respect to any Taxes.  All such returns and estimates
were  prepared in the manner required by applicable Law and show the correct and
proper amount due.  All Taxes shown thereby to be payable (or that are otherwise
payable)  have  been  paid.  Except  as disclosed on Schedule 4.18, there are no
Taxes  due  and  owing  by  Company  of  any  kind  or  nature.

          (b)     Except  as  set  forth  in Schedule 4.18, all Taxes imposed on
Company  by  any  Governmental  Authority  (including all deposits in connection
therewith  required  by  applicable Law, and all interest and penalties thereon)
which  have  become  due and payable by Company for all periods through the date
hereof  have  been  paid  in  full,  and  adequate reserves for all other Taxes,
whether or not due and payable, and whether or not disputed, have been set up on
the  books  of  Company,  and such reserves will be adequate to pay all Taxes of
Company  for  all  periods  through  Closing.  There  is  not  now  any proposed
assessment  against  Company  of additional Taxes of any kind.  Company is not a
party to any Tax sharing or Tax allocation agreement, understanding, arrangement
or  commitment.  There  is  no dispute or Action concerning any Tax Liability of
Company  raised  by  a  Governmental  Authority  in  writing.

          (c)     There are no Liens for Taxes upon any assets of Company except
Liens  for  Taxes  not  yet  due.

          (d)     Except  as  set  forth in Schedule 4.18 (which shall set forth
the type of return, date filed, and date of expiration of the applicable statute
of  limitations),  (i)  the statute of limitations for the assessment of federal
income  taxes  has expired for all federal income tax returns of Company or such
returns  have  been  examined  by  the  Internal Revenue Service for all periods
through December 31, 2000; (ii) the statute of limitations for the assessment of
state, local, and foreign income taxes has expired for all applicable returns of
Company  or  such  returns have been examined by the appropriate tax authorities
for all periods through December 31, 2000; and (iii) no deficiency for any Taxes
has  been  proposed,  asserted  or  assessed  against  Company that has not been
resolved  and  paid  in  full.

          (e)     There are no outstanding written waivers or consents regarding
the  application  of  the  statute  of  limitations with respect to any taxes or
returns  that  have  been  given  by  Company.

          (f)     Except  as set forth in Schedule 4.18, Company has complied in
all  material  respects with all applicable laws, rules and regulations relating
to  the  payment  and  withholding  of  Taxes  (including,  without  limitation,
withholding of Taxes pursuant to   1441 or 1442 of the IRC or similar provisions
under  any  foreign laws) and have, within the time and in the manner prescribed
by  law,  withheld  from employee wages and paid over to the proper Governmental
Authorities  all  amounts  required  to  be  so withheld and paid over under all
applicable  Laws.

          (g)     Except  as  set  forth in Schedule 4.18, Company has not filed
any  consent  agreement under  341(f) of the IRC or agreed to have  341(f)(2) of
the  IRC  apply  to  any  disposition of a subsection (f) asset (as such term is
defined  in  341(f)(4)  of  the  IRC)  owned  by  Company.

          (h)     Except  as  set forth in Schedule 4.18, Company is not a party
to  any  tax-sharing  or  allocation  agreement, nor does Company owe any amount
under  any  tax-sharing  or  allocation  agreement.

     4.19     Employment  and  Labor  Matters.

(a)     Schedule  4.19(a)  to  the  best of Company's knowledge contains a true,
complete  and  correct  list of each employee, independent contractor, agent and
consultant  of  Company  who  on  the date hereof performs services on a regular
basis  in  the  business  operations  of  or  for  Company.  Each employee's and
independent  contractor's  job  title, current compensation amounts and forms of
special  fringe  benefits  or amounts, and forms of special compensation for the
preceding twelve (12) months is as set forth in due diligence materials provided
to  GRLC  by  ________________.  Except  as  set  forth on Schedule 4.19(a), all
employees  and independent contractors may be terminated at will by Company.  No
such  employees,  independent contractor, agent or consultant has terminated his
or  her employment, nor, to the knowledge of Company and the Shareholders, plans
to  terminate employment as a result of the Merger.  Schedule 4.19(a) sets forth
a  true,  complete  and  correct  list  of  all  employment  agreements or other
compensation  or  benefit arrangements to which Company is a party and any other
commitments  (oral  or  written)  made  by  Company  to  any  employee,  agent,
independent  contractor  or  consultant  with respect to job security or tenure.

          (b)     Except  as set forth in Schedule 4.19(b), no complaint against
Company  has been filed or, to the knowledge of Company , threatened to be filed
with  or by any tribunal that regulates labor or employment practices, and there
is  no  grievance  filed or, to the knowledge of Company, threatened to be filed
against  Company  by  any employee.  There are no material controversies pending
or,  to the knowledge of Company , threatened between Company and its employees,
and  no  labor  union  or  other organization represents or, to the knowledge of
Company  ,  claims  to  represent  any  of  such  employees'  interests.

          (c)     Schedule  4.19(c) sets forth a true, complete and correct list
of all employee manuals and written policies, procedures, and work related rules
of  Company,  true  and  complete  copies of which have been provided to or made
available  to  GRLC.

     4.20     Employee  Benefit  Matters.

          (a)     Schedule  4.20  lists all "employee benefit plans" (the "ERISA
Plans")  within  the  meaning  of  Section  3(3)  of  Employee Retirement Income
Security  Act  of  1974, as amended ("ERISA") to which Company contributes or is
required  to  contribute  and all other practices, commitments, arrangements and
agreements  pursuant  to  which  Company  provides,  directly or indirectly, any
benefits  for  employees.  Company  is not required to contribute, and has never
been  required  to  contribute, to any multi-employer plan within the meaning of
Section 3(37)(A) of ERISA.  True correct and complete copies of all ERISA Plans,
together  with  related  trusts, insurance contracts, summary plan descriptions,
annual  reports  and  Form  5500 filings for the past three (3) years, have been
delivered to GRLC.  With respect to any plan, arrangement or agreement, which is
not  an  ERISA Plan, true and complete copies of all plan documents or summaries
of  the  benefits  provided  have  been  delivered  to  GRLC.

          (b)     Each  ERISA  Plan  has  been  operated and administered in all
material  respects  in  accordance  with all applicable Laws, including, without
limitation,  ERISA and the IRC.  Neither Company nor the Shareholders nor any of
the  directors,  officers,  nor  to  Company's  knowledge employees or agents of
Company, nor any "party in interest" or "disqualified person" (as such terms are
defined  in Section 3(14) of ERISA and Section 4975 of the IRC) has been engaged
in  or  been a party to any "prohibited transaction" (as such term is defined in
Section  406  of ERISA or Section 4975 of the IRC), nor has any such person been
involved in or caused an ERISA Plan to be involved in a breach of fiduciary duty
under  Section  404  of  ERISA.  Each  ERISA  Plan that is a "group health plan"
within  the  meaning  of  Section  5000(b)(1)  of  the  IRC has been operated in
compliance  with  the  group  health  plan continuation coverage requirements of
Section  4980B of the IRC and ERISA Sections 601 through 608 and the portability
and  coverage  requirements  of  Sections 9801 through 9812 of the IRC and ERISA
Sections  701  through  712.  There  are  no  pending  claims  or,  to Company's
knowledge,  threatened claims, against any of the ERISA Plans or its fiduciaries
by  any  employee  or  beneficiary  covered  under  such  ERISA  Plan, or by any
Governmental  Authority  or  otherwise  involving  such ERISA Plan or any of its
fiduciaries  (other  than  for  routine  claims  for  benefits).

          (c)     Schedule  4.20(c) separately identifies any ERISA Plan that is
an  "employee  pension benefit plan" within the meaning of Section 3(2) of ERISA
("Company  Pension  Plan") and also lists any Company Pension Plan that has been
terminated  in the last five (5) years.  Each Company Pension Plan constitutes a
qualified  plan  within  the  meaning of Section 401(a) of the IRC and the trust
thereunder  is  exempt  from federal income tax under Section 501(a) of the IRC.
No  Company  Pension  Plan  listed on Schedule 4.20(c) is subject to Title IV of
ERISA.  All  Company  and  employee  contributions  required  to be made to each
Company  Pension  Plan  have  been  made  in  a  timely  manner.

          (d)     Except  for  a  Company  Pension Plan, Company is not bound to
provide,  and Company does not provide, benefits, including, without limitation,
death,  health  or  medical  benefits  (whether or not insured), with respect to
current  or  former  employees  of  Company  beyond  their  retirement  or other
termination  of  service  with Company other than as required by applicable Law.
Neither  this Agreement nor any transaction contemplated hereby will (i) entitle
any current or former employee, officer or director of Company to severance pay,
unemployment compensation or any similar payment, or (ii) accelerate the time of
payment  or  vesting,  or  increase  the amount of any compensation due any such
employee,  officer  or  director.

     4.21     Environmental  Matters.  Company  holds  all Environmental Permits
necessary  for  the  conduct of the Company's business, as the same is now being
conducted and the ownership of its assets and properties.  Company has operated,
and is presently operating, in compliance with all applicable Environmental Laws
and  Environmental  Permits.  To the knowledge of Company  there are no existing
or  pending  Environmental  Laws with a future compliance date that will require
operational  changes  or  capital expenditures with respect to any Real Property
(or  any  other  property presently or formerly owned, operated or controlled by
Company  or as to which Company may bear responsibility or Liability), or any of
the  Improvements  thereon.  To  Company's  knowledge,  except  as  set forth in
Schedule 4.21, all Hazardous Materials and Solid Waste on, in, or under the Real
Property  or  real  property  operated  by  Company, wherever located, have been
properly  removed  and  disposed of, and no past or present disposal, discharge,
spill  or  other  release  of, or treatment, transportation or other handling of
Hazardous  Materials  or  Solid  Waste  on,  in, under or off-site from any Real
Property,  or,  to  the  knowledge  of  Company  adjacent property, will subject
Company  or  any subsequent owner, occupant or operator of such Real Property to
corrective  or compliance action or any other Liability.  There are no presently
pending,  or  to  Company's  knowledge,  threatened Actions or Orders against or
involving  Company  (including any Person for whose acts or omissions Company is
responsible) relating to any alleged, past or ongoing violation of Environmental
Laws.  To  Company's  knowledge,  no  underground  storage  tanks  are currently
located  on  any  Real  Property.

     4.22     Agreements  and  Transactions with Related Parties.  Except as set
forth  in Schedule 4.22, and in employment arrangements with Company, Company is
not directly or indirectly a party to any material contract, agreement, or lease
with,  or  any  other  commitment  to, (a) any party owning, or formerly owning,
beneficially or of record, directly or indirectly, any of the shares of or other
equity  interest  in Company, including the Shareholders, (b) any person related
by blood, adoption or marriage to any such party, (c) any director or officer of
Company,  (d)  any  corporation  or  other  entity in which any of the foregoing
parties  has,  directly or indirectly, at least a five percent (5.0%) beneficial
interest  in  the  share  capital  or  other  type  of  equity  interest in such
corporation, or (e) any partnership in which any such party is a general partner
(any  or  all  of the foregoing, other than Company, being herein referred to as
"Related Parties").  Without limiting the generality of the foregoing, except as
disclosed  in  Schedule  4.22,  to  Company's  knowledge,  none  of  the Related
Parties, directly or indirectly, owns or controls any assets or properties which
are  or  have  been  used  in  the  Company's  business, and none of the Related
Parties,  directly  or indirectly, engages in or has any material interest in or
connection  with  any  business (x) which is or which, within the last three (3)
years,  has  been  a  competitor,  customer  or  supplier of Company or has done
business  with  Company, or (y) which as of the date hereof sells or distributes
products  or  services  which  are similar or related to any Company products or
services.

     4.23     Absence  of  Changes.  Except  as  expressly  provided for in this
Agreement or as may be set forth in Schedule 4.23, since the Company's Reference
Date:

          (a)     There  has been no change in the business, assets, properties,
Liabilities, affairs, results of operations, condition (financial or otherwise),
cash  flows  or  prospects  of  Company  or in its relationships with suppliers,
customers,  employees,  lessors  or  others,  other than changes in the ordinary
course  of  business,  none  of  which  have had or will have a material adverse
effect  on  Company,  in  the  aggregate;

          (b)     There  has been no material damage, destruction or loss to the
assets, properties, or business of Company, whether or not covered by insurance;

          (c)     The  business  of  Company  has  been operated in the ordinary
course  and  consistent  with  its  prior  practices;

          (d)     The  books,  accounts  and  records  of  Company  have  been
maintained  in the usual, regular and ordinary manner on a basis consistent with
prior  years and with the basis in which the Company's financial statements were
prepared,  and  there  has been no amendment to the articles of incorporation or
bylaws  of  Company;

          (e)     There has been no declaration, setting aside or payment of any
dividend or other distribution on or in respect of the Capital Stock of Company,
nor  has  Company  engaged  in  any  direct  or indirect redemption, retirement,
purchase  or  other  acquisition  of  any  of  the  Capital  Stock  of  Company;

          (f)     Company  has  not  discontinued  or  determined to discontinue
selling  any products or services previously sold by Company, the sales of which
have  been  material  to  Company;

          (g)     There  has  been  no  Lien (other than Liens for current Taxes
which  are  not yet due and payable and landlord's Liens created by operation of
Law)  created  on  or  in  the  assets  of  Company;

          (h)     There  has  been no sale, transfer, lease or other disposition
of  any  asset of Company to any Related Party or, except in the ordinary course
of  the  Company's  business,  to  any other Person, and no debt to, or material
claim  or  right of, Company has been canceled, compromised, waived or released;

          (i)     There  has been no amendment, termination or waiver of, or any
notice of any amendment, termination or waiver of, any material right of Company
under  any Company Contract or under any franchise, certificate, license, permit
or  authorization  from  any  Governmental  Authority;

          (j)     Company  has  not  delayed  or  postponed  the  payment of any
accounts  payable  or  other  Liabilities  outside  the  ordinary  course of the
Company's  business;

          (k)     Company  has  not  paid  or  committed  to  pay  any  bonus,
profit-sharing  or other extraordinary compensation payment or other arrangement
(except  in  the  ordinary  course of the Company's business and consistent with
past  practices which have been disclosed to GRLC), nor has Company entered into
any  agreement, contract or commitment with any Shareholder or any Related Party
or  amended the terms of any existing agreement, contract or commitment with any
Shareholder  or  any  Related  Party;  and

          (l)     There  has  been  no  change  in  the  authorized,  issued  or
outstanding  Capital  Stock  of  Company.

     4.24     Absence  of  Certain  Business Practices.  Neither Company nor the
Shareholders,  or to the knowledge of Company, any officer, employee or agent of
Company,  nor  any  other  person  acting  on  their  behalf,  has,  directly or
indirectly,  within  the past five (5) years given or agreed to give any gift or
similar benefit to any customer, supplier, governmental employee or other person
who  is  or  may  be in a position to help or hinder the business of Company (or
assist  Company in connection with any actual or proposed transaction) which (a)
might subject Company to any damage or penalty in any Action or which might have
an adverse effect on the Company's business, (b) if not given in the past, might
have  had  a  material  adverse  effect on the Company's business, or (c) if not
continued  in  the  future,  might  materially  adversely  affect  the Company's
business,  or  Company's  operations,  cash  flows  or  prospects or which might
subject  Company  to  suit  or  penalty  in  any  Action.

     4.25     Territorial  Restrictions.  Company  is  not  restricted  by  any
written  agreement  or  understanding with any other person from carrying on the
Company's  business  anywhere in the world, and no such restrictions will result
solely  by  virtue  of  the  consummation  of  the  transactions  hereunder.

     4.26     Investment  Representation.  The  Shareholders,  severally but not
jointly, represent that they are acquiring the GRLC Shares for their own account
for  investment and not with a view to the resale or distribution in whole or in
part  thereof  in  violation  of  the  Securities  Act  of 1933, as amended (the
"Securities  Act") or applicable state Law.  The Shareholders, severally but not
jointly,  represent  that  they  have  no  present  or contemplated agreement or
commitment  providing  for  or  which is likely to compel the disposition of the
GRLC  Shares  without  registration  under  the federal and any applicable state
securities  laws  or an opinion of counsel acceptable to GRLC to the effect that
the  intended transfer complies with such laws.  The financial condition of each
Shareholder  is currently adequate to bear the economic risk of an investment in
the  GRLC  Stock.  Each  Shareholder  has sufficient knowledge and experience in
investment  and  business  matters  to  understand  the economic risk of such an
investment  and  the risk involved in a commercial enterprise such as GRLC. Each
Shareholder  has  had  an  opportunity  to ask questions of, and receive answers
from,  officers  of  GRLC,  concerning GRLC and the GRLC Stock and to obtain any
additional  information,  which  each  Shareholder  reasonably  requested and is
material  to  his  or  her  investment  decision.

     4.27     Full  Disclosure.  No  representation,  warranty  or  covenant  of
Company  contained  in this Agreement, or in the Company Disclosure Schedules or
in  any  other  written  statement  or  certificate delivered by Company and the
Management  Shareholders,  or  any  of  them,  pursuant to this Agreement, or in
connection  with  the  transactions contemplated herein 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 herein or therein not
misleading.  To  Company's  knowledge, there is no fact which adversely affects,
or  in  the  future  may  adversely  affect,  the  business, assets, properties,
Liabilities, affairs, results of operations, condition (financial or otherwise),
cash  flows  or  prospects  of Company which has not been or is not disclosed in
this  Agreement,  the  Company Disclosure Schedules or in the other instruments,
certificates,  agreements  or  writings furnished to GRLC or Subsidiary by or on
behalf  of the Shareholders pursuant to this Agreement or in connection with the
transactions  contemplated  herein.

5.     REPRESENTATIONS  AND  WARRANTIES  OF  GRLC  AND  IMTO

     As  an  inducement  to  Company  and  the  Shareholders  to enter into this
Agreement  and  to  consummate the transactions contemplated hereby, GRLC hereby
represents,  warrant  and  covenant  as  follows:

     5.1     GRLC  Disclosure  Schedules.  GRLC  has  heretofore  delivered  to
Company  and  the  Shareholders certain schedules containing certain information
regarding  GRLC,  and  the  GRLC Capital (the "GRLC Disclosure Schedules").  All
information  set  forth  in GRLC Disclosure Schedules is true, correct, complete
and  set  forth  in a manner that is not materially misleading as of the date of
this  Agreement.  Information  in  such  schedules  specifically  refers  to the
article  and  section  of this Agreement to which such information is responsive
and  such information shall not be deemed to have been disclosed with respect to
any  other article or section of this Agreement or for any other purposes unless
otherwise  noted.  Unless otherwise indicated, all capitalized terms used in the
GRLC  Disclosure  Schedules  shall  have  the  same  meanings  as  used  in this
Agreement.

     5.2     Organization,  Qualification  and  Authority.

          (a)     GRLC  is a corporation duly organized, validly existing and in
good  standing  under  the laws of its  respective jurisdiction of organization,
which  are  listed  on  Schedule  5.2.  and  has principal offices and places of
business  at  the  locations  specified  in Schedule 5.2. GRLC has all requisite
corporate  power,  and all requisite franchises, licenses, permits and authority
necessary to own or lease their assets and to carry on their business as, and in
all  places  where, such business is now conducted and such properties are owned
or  leased.  GRLC  is  duly  licensed,  qualified  or  domesticated as a foreign
corporation  in  the  jurisdictions  listed  in  Schedule  5.2,  which  are  all
jurisdictions  where  the  character  of the property owned or the nature of the
business  transacted  by them makes such license, qualification or domestication
necessary.

          (b)     GRLC  and  IMTO  have  the full corporate power to enter into,
execute  and  perform  this Agreement.  This Agreement has been duly and validly
executed  and  delivered  by GRLC and IMTO and constitutes the valid and legally
binding  obligations  of  GRLC  and  IMTO  subject to general equity principles,
enforceable in accordance with their respective terms, except as the same may be
limited  by bankruptcy, insolvency, reorganization or similar Laws affecting the
rights  of  creditors  generally.

     5.3     Authorization  of  GRLC  Stock  ;  Ownership.

          (a)     The  shares of GRLC Stock (Preferred Stock and/or Common Stock
and/or  Conversion  Common  Shares  shall  be  collectively referred to as "GRLC
Stock") to be issued to the Shareholders pursuant to this Agreement will be duly
authorized  and  reserved, as applicable,  for issuance at or before Closing and
upon  issuance  to  the  Shareholders  will  be  validly  issued, fully paid and
non-assessable.

          (b)     The  total authorized Capital Stock of GRLC is as set forth in
Schedule  5.3(b).

          (c)     All  of  the  outstanding  shares of Capital Stock of GRLC are
duly  authorized,  validly  issued,  fully  paid  and  non-assessable  and  were
authorized,  offered,  issued  and  sold  in  accordance  with  all  applicable
securities  and  other  Laws and all rights of current or former shareholders of
GRLC and other Persons.  No Person has any preemptive rights with respect to the
Capital Stock of GRLC.  Other than as reflected on Schedule 5.3(b), there are no
outstanding  securities  convertible into the Capital Stock of GRLC or rights to
subscribe  for  or  to  purchase,  or  any  options  for the purchase of, or any
agreements  or arrangements providing for the issuance (contingent or otherwise)
of,  or  any  Actions  relating  to,  the  Capital Stock of GRLC.  Other than as
reflected  on  Schedule  5.3(b),  there  are  no voting trusts, proxies or other
agreements  or understandings with respect to the voting of the Capital Stock of
GRLC.  GRLC  is not subject to any obligation to repurchase or otherwise acquire
or  retire  any  of  its  Capital Stock, and GRLC has no Liability for dividends
declared or accrued, but unpaid, with respect to its Capital Stock other than as
reflected  in  GRLC's  financial  statements  referenced  in  Section  5.7.

          (d)     GRLC  does not own or have an interest, direct or indirect, or
any  commitment  to  purchase  or  otherwise acquire, any Capital Stock or other
equity interest, direct or indirect, in any other Person, except as set forth in
Schedule 5.3(c), free and clear of any and all Liens.  All such interests so set
forth  are  owned  of  record  and  beneficially  by such Entity as set forth in
Schedule  5.3(c)  and  are  duly  authorized,  validly  issued,  fully  paid and
non-assessable, and were authorized, offered, issued and sold in accordance with
all  applicable  securities  and  other  Laws.

          (e)     Each  holder  of  Capital  Stock  of  GRLC  is  the  legal and
beneficial owner of such Capital Stock as set forth on Schedule 5.3(b), free and
clear  of  any  and  all  Liens  (other  than  community  property  rights under
applicable  Georgia  law).  There  are  no  outstanding  contracts,  demands,
commitments  or  other  agreements  or  arrangements  under which GRLC is or may
become  obligated  to sell, transfer or assign any of its Capital Stock or items
listed  on  Schedule  5.3(c).

     5.4     No  Inconsistent  Obligations.  The  execution,  delivery  or
performance  of  this  Agreement  to which GRLC  is a party will not result in a
violation  or  breach  of,  or  constitute  a  default under (i) the articles of
incorporation  or  bylaws  of GRLC, (ii) any term or provision of any indenture,
note,  mortgage,  bond, security agreement, loan agreement, guaranty, pledge, or
other  instrument,  contract,  agreement or Order to which GRLC is a party or by
which  any is subject or bound; nor will such actions result in (a) the creation
of any Lien on any of the GRLC Stock or any of the assets or properties of GRLC,
(b) the acceleration or creation of any Liability of GRLC, (c) the forfeiture of
any  material  right or privilege of GRLC, or (d) the forfeiture of any material
right or privilege of GRLC which may affect GRLC's ability to perform under this
Agreement.

     5.5     Consents.  The  execution,  delivery  and  performance  of  this
Agreement  to  which GRLC is a party do not (a) require the consent, approval or
action of, or any filing with, or notice to, any Person, or (b) impose any other
term,  condition  or restriction on GRLC pursuant to any business combination or
takeover  Law.

     5.6     No Violation; Compliance with Laws. GRLC is not in default under or
in  violation  of (a) its articles of incorporation or bylaws, or (b) any Order.
The  operations of GRLC and its predecessors have been conducted in all material
respects  in  compliance  with  all  applicable  Laws.  (For  purposes  of  this
paragraph,  any violation of applicable Law that could result in imposition of a
fine or other monetary penalty in excess of $20,000 upon GRLC shall be deemed to
be  a  material  non-compliance).  GRLC has not received any notification of any
asserted  past  or  present failure by such Entity to comply with any applicable
Law.

     5.7     SEC  Reports  and  Financial  Statements.

          (a)     GRLC  is  current in all forms, reports and documents required
to  be  filed  by  GRLC with the Securities and Exchange Commission (the "SEC").
All  such  required  forms, reports and documents (including those that GRLC may
file subsequent to the date hereof, are referred to herein as the "SEC Reports."
As  of  their  respective  filing  dates:  the  SEC  Reports (i) complied in all
material  respects  with  the  requirements  of  the  Securities Act of 1933, as
amended  (the  "Securities  Act"),  or  the  Securities Exchange Act of 1934, as
amended  (the "Exchange Act"), as the case may be, and the rules and regulations
of  the  SEC thereunder applicable to such SEC Reports; and, (ii) did not at the
time  they were filed (or if amended or superseded by a filing prior to the date
of this Agreement, then on the date of such filing) contain any untrue statement
of  a  material  fact,  or  omit to state a material fact, required to be stated
therein,  or  necessary in order to make the statements therein, in the light of
the  circumstances under which they were made, not misleading.  No Subsidiary is
required  to  file  any  forms,  reports  or  other  documents  with  the  SEC.

          (b)     Each  of  the consolidated financial statements (including, in
each  case,  any  related notes thereto) contained in the SEC Reports (the "GRLC
Financial  Statements"),  including  each SEC Report filed after the date hereof
until  the  Closing  (i)  complied  as to form in all material respects with the
published  rules  and  regulations  of  the  SEC  with respect thereto; (ii) was
prepared  in  accordance  with  GAAP  (except  as  may be indicated in the notes
thereto  or, in the case of unaudited statements, as may be permitted by the SEC
on  Form  10-QSB  under  the  Exchange  Act);  and  (iii)  fairly  presented the
consolidated  financial  position  of  GRLC  and  the  Subsidiaries  as  at  the
respective  dates  thereof and the consolidated results of GRLC's operations and
cash  flows  for  the  periods  indicated  (subject,  in  the  case of unaudited
financial  statements,  to normal audit adjustments).  The balance sheet of GRLC
contained  in  GRLC's  Annual  Report  on  Form 10-KSB for the fiscal year ended
December  31,  2001  is  hereinafter  referred  to  as the "GRLC Balance Sheet."
Except  as  disclosed  in  GRLC Financial Statements, since the date of the GRLC
Balance Sheet, GRLC has not incurred any liability required under GAAP to be set
forth  on a balance sheet (absolute, accrued, contingent or otherwise) which is,
individually  or  in  the  aggregate,  material  to  the  business,  results  of
operations  or  financial  condition  of  GRLC  and the Subsidiaries, taken as a
whole,  except for liabilities incurred since the date of the GRLC Balance Sheet
in  the  ordinary  and  usual course of business consistent with past practices.

     5.8     Liabilities.  GRLC  has  no Liability except (i) those reflected on
the  GRLC Financial Statements, (ii) Liabilities incurred in the ordinary course
of  business  since the date of the GRLC Balance Sheet, or (iii) as specifically
disclosed  in  Schedule  5.8.

     5.9     Ability  to  Conduct  Business;  Intellectual  Property  Rights.

(a)     GRLC  has  the means, rights, and Information required to offer and sell
the products now being offered and sold by them and to perform the services that
are  presently  being  performed  by  them.

          (b)     The  term  "GRLC  Intellectual  Property  Assets"  includes:

(i)     all fictional business names, trading names, registered and unregistered
trademarks,  service marks, and applications owned, used, or licensed by GRLC as
licensee  or  licensor  (collectively,  "GRLC  Marks");

(ii)     all  patents  owned, used, or licensed by GRLC as licensee or licensor,
patent applications of, and inventions and discoveries that may be patentable by
GRLC  (collectively,  "GRLC  Patents");

(iii)     all versions of all works owned, used, or licensed by GRLC as licensee
or  licensor  in  connection  with  the  GRLC  Business  whether  published  or
unpublished  (collectively,  "GRLC  Copyrighted  Works");

(iv)     all rights in mask works of GRLC as licensee or licensor (collectively,
"GRLC  Rights  in  Mask  Works");  and

(v)     all  know-how,  trade secrets, confidential Information, customer lists,
software,  technical Information, data, process technology, plans, drawings, and
blue  prints  of  GRLC that are not commonly known by or available to the public
and which derive economic value from not being generally known to, and not being
readily  ascertainable by proper means by, other Persons who can obtain economic
value  from  its  disclosure  or  use  and  are  the subject of efforts that are
reasonable  under the circumstances to maintain its secrecy (collectively, "GRLC
Trade  Secrets").

(c)     Schedule  5.9(b)  contains  a  complete and accurate list, including any
royalties  paid  or  received  by  GRLC,  of  all contracts relating to the GRLC
Intellectual  Property  Assets to which GRLC is a party or by which it is bound,
except  for  any license implied by the sale of a product and perpetual, paid-up
licenses  for  commonly  available  software  programs with a value of less than
$1,000  under which GRLC is the licensee.  There are no outstanding and, to GRLC
or  its  Subsidiaries  knowledge,  no  threatened disputes or disagreements with
respect  to  any  such  contract.
          (d)     Know-How  Necessary  for  the  Business
(i)     The  GRLC Intellectual Property Assets are all the intellectual property
necessary  for  the  operation of the GRLC Business as currently conducted. GRLC
are  the  owner  of  all  right,  title, and interest in and to each of the GRLC
Intellectual  Property Assets, (except as set forth in Schedule 5.9(b)) free and
clear  of  all  Liens  and has the right to use without payment to a third party
(except  as  set forth in Schedule 5.9(b)) all of the GRLC Intellectual Property
Assets.
(ii)     Except  as  set  forth  in  Schedule  5.9(c),  all  former  and current
employees  of  GRLC  and  independent  contractors  engaged by GRLC has executed
written contracts with such Entity that assign to it (or another Entity of GRLC)
all rights to any inventions, improvements, discoveries, or Information relating
to the GRLC Business.  To GRLC's and Subsidiary's knowledge, no employee of GRLC
or  independent  contractor  engaged  by GRLC has entered into any contract that
restricts  or limits in any way the scope or type of work in which such employee
or independent contractor may be engaged or requires the employee or independent
contractor  to  transfer,  assign, or disclose Information concerning his or her
work  to  anyone  other  than  one  of  GRLC.

          (e)     Trademarks

(i)     Schedule 5.9(d) contains a complete and accurate list of all GRLC Marks.
Except  as  set forth in Schedule 5.9(b), one of GRLC is the owner of all right,
title,  and  interest  in  and  to each of the GRLC Marks, free and clear of all
Liens.

(ii)     All  GRLC Marks that have been registered with the United States Patent
and  Trademark  Office  are  currently  in  compliance  with  all  formal  legal
requirements (including the timely post-registration filing of affidavits of use
and  incontestability  and renewal applications), are valid and enforceable, and
are  not  subject to any maintenance fees or taxes or actions falling due within
ninety  days  after  the  Closing  Date.

(iii)     No  GRLC  Mark  has  been  or  is  now  involved  in  any  opposition,
invalidation, or cancellation and, to GRLC's and Subsidiary's knowledge, no such
action  is  threatened  with  respect  to  any  of  the  GRLC  Marks.

(iv)     To  GRLC  or  its  Subsidiaries  knowledge,  there  is  no trademark or
trademark  application  of any third party potentially interfering with any GRLC
Mark.

(v)     To  GRLC's  and Subsidiary's knowledge, no GRLC Mark is infringed or, to
GRLC's and Subsidiary's knowledge, has been challenged or threatened in any way.
None  of  the  GRLC  Marks  infringes  or is alleged to infringe any trade name,
trademark,  or  service  mark  of  any  third  party.

(vi)     All  GRLC  products  and materials containing a GRLC Mark that has been
registered  with  the  United States Patent and Trademark Office bear the proper
federal  registration  notice  where  permitted  by  law.

          (f)     Copyrights

(i)     Schedule  5.9(e)  contains  a  complete  and  accurate  list of all GRLC
Copyrighted Works.  Except as set forth in Schedule 5.9(b), GRLC is the owner of
all  right,  title, and interest in and to each of the GRLC Copyrights, free and
clear  of  all  Liens.

(ii)     All  the  GRLC Copyrighted Works have been registered and are currently
in compliance with formal legal requirements, are valid and enforceable, and are
not  subject  to  any  maintenance  fees  or taxes or actions falling due within
ninety  days  after  the  date  of  Closing.

(iii)     To  GRLC  or  its Subsidiaries knowledge, none of the GRLC Copyrighted
Works  is infringed or has been challenged or threatened in any way.  No portion
of  any  of  the  GRLC Copyrighted Works infringes or is alleged to infringe any
copyright  of  any  third  party  or is a derivative work based on the work of a
third  party.

(iv)     All  copies  of  the  GRLC  Copyrighted Works have been marked with the
proper  copyright  notice.

          (g)     Trade  Secrets

(i)     With  respect  to  each GRLC Trade Secret, any documentation relating to
such  GRLC  Trade  Secret  is  current,  accurate,  and sufficient in detail and
content  to identify and explain it and to allow its full and proper use without
reliance  on  the  knowledge  or  memory  of  any  individual.

(ii)     GRLC  has  taken  reasonable  precautions  to  protect  the  secrecy,
confidentiality,  and  value  of  the  GRLC  Trade  Secrets.

(iii)     GRLC  has  good title and the (but not necessarily exclusive) right to
use  the  GRLC  Trade  Secrets.  To  GRLC's and Subsidiary's knowledge, the GRLC
Trade  Secrets  are  not part of the public knowledge or literature and have not
been used, divulged, or appropriated either for the benefit of any Person (other
than  GRLC)  or to the detriment of GRLC.  To GRLC's and Subsidiary's knowledge,
no  GRLC  Trade Secret is subject to any adverse claim or has been challenged or
threatened  in  any  way.

     5.10     Contracts.

(a)     Schedule  5.10  sets  forth a true, complete and correct list of (i) all
clients  of  GRLC accounting for 5% or more of GRLC's revenue in the fiscal year
2002  and  (ii)  all  non-client contracts, contractual rights, leases, purchase
orders  and  sales  orders,  written  or  oral,  involving payments in excess of
$10,000  or  that  may not be terminated by GRLC within thirty (30) days without
any  adverse  consequence to GRLC ((i) and (ii) collectively, "GRLC Contracts").
GRLC  has  heretofore delivered or made available to Company a true, correct and
complete  copy  of  each  of the written GRLC Contracts (including all exhibits,
amendments  or  modifications  thereto),  and a complete and accurate summary of
each  oral  GRLC  Contract.  All of the GRLC Contracts have been entered into in
the  ordinary  course  of  the  GRLC  Business,  and  are valid and effective in
accordance  with  their  terms.  GRLC has performed in all material respects all
obligations  to  be performed by them as of the date of this Agreement under all
GRLC  Contracts, and none of GRLC is in material default or in arrears under any
of  the  terms  thereof.  No  condition  exists  or has occurred which, with the
giving  of  notice  or  the  lapse of time, or both, would constitute a material
default by any Entity comprising the GRLC Corporation or accelerate the maturity
of,  or  otherwise modify, any GRLC Contract; and all GRLC Contracts are in full
force  and  effect.  To  the  knowledge of GRLC, except as set forth in Schedule
5.10,  no  default by any other party to any GRLC Contract is presently known or
claimed  by  any  Entity  comprising  the GRLC Corporation to exist, nor has any
condition  occurred  which,  with  the giving of notice or the lapse of time, or
both,  would  constitute a default by such other party to any GRLC Contract; and
(b)  Neither GRLC or any entity comprising GRLC, has received any written notice
that, either before or after Closing, and have no reason to believe that, before
Closing  or  as  a result of the transactions contemplated hereby, any client of
GRLC  (i)  has  ceased, or will cease, to use the products, goods or services of
GRLC, or (ii) has substantially reduced or will substantially reduce, the use of
products,  goods  or  services  of  GRLC.

     5.11     Litigation.  Except  as set forth on Schedule 5.11, or as noted in
the  10-QSB  for  the  most  resent  quarter ending, filed by GRLC, no Action is
pending  or,  to  the knowledge of GRLC or Subsidiary, threatened against, by or
affecting  GRLC  or  the GRLC Stock.  Except as set forth on Schedule 5.11 or as
noted  in  the  10-QSB  for most recent quarter ending, there are no unsatisfied
judgments  or  Orders  against  GRLC  to  which  any of them or their assets and
properties  are  subject.

     5.12     Real  Property;  Environmental Matters.  GRLC does not own or have
title  to any real property.  GRLC holds all Environmental Permits necessary for
the  conduct of the GRLC Business currently being conducted and the ownership of
their  assets and properties.  GRLC has operated, and is presently operating, in
compliance with all applicable Environmental Laws and Environmental Permits.  To
the  knowledge  of  GRLC  and  its  Subsidiary, there are no existing or pending
Environmental  Laws  with a future compliance date that will require operational
changes  or capital expenditures with respect to any real property (or any other
property  presently  or  formerly  owned,  operated  or controlled by any Entity
comprising  GRLC  or  as  to  which  any  such Entity may bear responsibility or
Liability),  or  any  of  the  Improvements  thereon ("GRLC Real Property").  To
GRLC's  and  Subsidiary's  knowledge,  except as set forth in Schedule 5.12, all
Hazardous  Materials  and Solid Waste on, in, or under the GRLC Real Property or
real  property  operated  by  any Entity comprising GRLC, wherever located, have
been  properly  removed  and  disposed  of,  and  no  past  or present disposal,
discharge,  spill  or  other  release  of, or treatment, transportation or other
handling  of  Hazardous  Materials or Solid Waste on, in, under or off-site from
any  GRLC  Real  Property, or, to the knowledge of GRLC and Subsidiary, adjacent
property,  will  subject  GRLC  or any subsequent owner, occupant or operator of
such  GRLC  Real  Property  to  corrective  or  compliance  action  or any other
Liability.  There  are  no  presently  pending,  or  to  GRLC's and Subsidiary's
knowledge, threatened Actions or Orders against or involving GRLC (including any
Person for whose acts or omissions GRLC is responsible) relating to any alleged,
past  or  ongoing  violation  of  Environmental  Laws.  To  GRLC's knowledge, no
underground  storage  tanks  are  currently  located  on any GRLC Real Property.

     5.13     Agreements  and  Transactions with Related Parties.  Except as set
forth  in  Schedule 5.13, and in employment arrangements with GRLC, none of GRLC
is  directly or indirectly a party to any material contract, agreement, or lease
with,  or  any  other  commitment  to, (a) any party owning, or formerly owning,
beneficially or of record, directly or indirectly, any of the shares of or other
equity  interest  in GRLC, (b) any person related by blood, adoption or marriage
to  any  such party, (c) any director or officer of GRLC, (d) any corporation or
other  entity in which any of the foregoing parties has, directly or indirectly,
at least a five percent (5.0%) beneficial interest in the share capital or other
type of equity interest in such corporation, or (e) any partnership in which any
such  party  is a general partner (any or all of the foregoing, other than GRLC,
being  herein  referred  to  as  "GRLC  Related Parties").  Without limiting the
generality of the foregoing, except as disclosed in Schedule 5.13, to GRLC's and
Subsidiary's  knowledge,  none  of  the  GRLC  Related  Parties,  directly  or
indirectly,  owns  or  controls  any assets or properties which are or have been
used  in  the  GRLC  Business, and none of the GRLC Related Parties, directly or
indirectly,  engages  in  or has any material interest in or connection with any
business  (x)  which  is  or  which, within the last three (3) years, has been a
competitor,  customer or supplier of GRLC or has done business with GRLC, or (y)
which  as of the date hereof sells or distributes products or services which are
similar  or  related  to  any  of  GRLC  Group  products  or  services.

     5.14     Taxes.

(a)     Except as set forth in Schedule 5.14, GRLC has timely filed all federal,
state,  local,  and foreign tax returns, reports and estimates for all years and
periods  (and portions thereof) for which any such reports, returns or estimates
were  due  with  respect  to  any  Taxes.  All  such  returns and estimates were
prepared  in  the  manner  required  by  applicable Law and show the correct and
proper amount due.  All Taxes shown thereby to be payable (or that are otherwise
payable)  have  been  paid.  Except  as disclosed on Schedule 5.14, there are no
Taxes  due  and  owing  by  GRLC  of  any  kind  or  nature.

          (b)     There  are  no  Liens for Taxes upon any assets of GRLC except
Liens  for  Taxes  not  yet  due.

          (c)     Except  as  set  forth in Schedule 5.14 (which shall set forth
the type of return, date filed, and date of expiration of the applicable statute
of  limitations),  (i)  the statute of limitations for the assessment of federal
income  taxes  has  expired  for  all federal income tax returns of GRLC or such
returns  have  been  examined  by  the  Internal Revenue Service for all periods
through December 31, 2000; (ii) the statute of limitations for the assessment of
state, local, and foreign income taxes has expired for all applicable returns of
GRLC  or  such returns have been examined by the appropriate tax authorities for
all periods through December 31, 2000; and (iii) no deficiency for any Taxes has
been  proposed, asserted or assessed against GRLC that has not been resolved and
payment  arrangements  are  being  met

          (d)     There are no outstanding written waivers or consents regarding
the  application  of  the  statute  of  limitations with respect to any taxes or
returns  that  have  been  given  by  GRLC.

          (e)     GRLC has complied in all material respects with all applicable
laws,  rules  and  regulations  relating to the payment and withholding of Taxes
(including,  without limitation, withholding of Taxes pursuant to   1441 or 1442
of  the  IRC  or similar provisions under any foreign laws) and have, within the
time  and in the manner prescribed by law, withheld from employee wages and paid
over  to  the  proper  Governmental  Authorities  all  amounts required to be so
withheld  and  paid  over  under  all  applicable  Laws.

          (f)     Except  as  set forth in Schedule 5.14, GRLC has not filed any
consent  agreement under  341(f) of the IRC or agreed to have  341(f)(2) the IRC
apply  to  any disposition of a subsection (f) asset (as such term is defined in
341(f)(4)  of  the  IRC)  owned  by  GRLC.

          (g)     Except  as  set forth in Schedule 5.14, GRLC is not a party to
any  tax-sharing or allocation agreement, nor does GRLC owe any amount under any
tax-sharing  or  allocation  agreement.

     5.15     Receivables.  Except  as set forth in Schedule 5.15, all notes and
accounts  receivable  shown  on  GRLC Balance Sheet and all such receivables now
held  by  GRLC  are  valid  and collectible obligations and were not and are not
subject  to any offset or counterclaim, except for amounts reserved against such
receivables  which  are reflected on the GRLC Balance Sheet and, with respect to
notes  and  accounts  receivable  arising  after the GRLC Reference Date and now
outstanding,  except for a percentage thereof equal to the percentage which said
reserved  amounts  on  the GRLC Balance Sheet constituted the aggregate of notes
and  accounts  receivable  on  the  GRLC  Reference  Date.

     5.16     Insurance.    Prior  to  closing,  GRLC  will  deliver  or  make
available  to Company a true, correct and complete copy of such insurance policy
(including  any  exhibits,  schedules,  riders,  amendments  or  modifications
thereof.)  All premiums due thereon have been paid and GRLC has not received any
notice  of  cancellation  with respect thereto.  Except as set forth on Schedule
5.16,  there are no occurrences which may form the basis for a material claim by
or  on  behalf  of  any  Entity  comprising  GRLC  under  such  policy;  and the
appropriate  member  of  GRLC has timely given notice of all such occurrences to
the  appropriate  insurer and has not waived (either intentionally or, to GRLC's
and  the  Subsidiary's  knowledge,  inadvertently) its right to make the related
claim  under  such  policy.

     5.17     Absence  of  Changes.  Except  as  expressly  provided for in this
Agreement  or  as  may  be  set forth in Schedule 5.17, since the GRLC Reference
Date:

          (a)     There  have  been  no  changes  in  the  business,  assets,
properties, liabilities, affairs, results of operations, condition (financial or
otherwise),  cash  flow  or  prospects  of  GRLC  or in their relationships with
suppliers,  customers,  employees,  lessors  or others, other than changes which
occurred  in  the  ordinary  course  of  business, which have had or will have a
material  adverse  effect  on  GRLC,  in  the  aggregate;

          (b)     There  has been no material damage, destruction or loss to the
assets,  properties,  or  business of GRLC, whether or not covered by insurance;

          (c)     GRLC  business  has  been  operated in the ordinary course and
consistent  with  its  prior  practices;

          (d)     The  books,  accounts and records of GRLC have been maintained
in the usual, regular and ordinary manner on a basis consistent with prior years
and  with  the  basis in which the financial statements described in Section 5.7
were  prepared, and there has been no Amendment to the Articles of Incorporation
or  By-laws  of  GRLC;

          (e)     There has been no declaration, setting aside or payment of any
dividend  or  other  distribution on or in respect of the Capital Stock of GRLC,
nor  has GRLC engaged in any direct or indirect redemption, retirement, purchase
or  other  acquisition  of  any  of  the  Capital  Stock  of  GRLC;

          (f)     GRLC has not discontinued or determined to discontinue selling
any  products  or services previously sold by GRLC, the sales of which have been
material  to  GRLC;

          (g)     There  has  been  no  Lien (other than Liens for current Taxes
which  are  not yet due and payable and landlord's Liens created by operation of
Law)  created  on  or  in  the  assets  of  GRLC;

          (h)     There  has  been no sale, transfer, lease or other disposition
of  any  asset of GRLC to any Related Party or, except in the ordinary course of
GRLC  Business,  to any other Person, and no debt to, or material claim or right
of,  GRLC  has  been  canceled,  compromised,  waived  or  released;

          (i)     There  has been no amendment, termination or waiver of, or any
notice  of  any  amendment, termination or waiver of, any material right of GRLC
under  any Contract of GRLC or under any franchise, certificate, license, permit
or  authorization  from  any  Governmental  Authority;

          (j)     GRLC  has not delayed or postponed the payment of any accounts
payable  or  other  Liabilities  outside  the  ordinary course of GRLC business;

          (k)     GRLC  has  not  paid  or  committed  to  pay  any  bonus,
profit-sharing  or other extraordinary compensation payment or other arrangement
(except  in  the  ordinary  course  of  GRLC  business  and consistent with past
practices  which have been disclosed to the Company), nor have GRLC entered into
any  agreement, contract or commitment with any shareholder or any Related Party
or  amended the terms of any existing agreement, contract or commitment with any
shareholder  or  any  Related  Party;  and

          (l)     There  has  been  no  change  in  the  authorized,  issued  or
outstanding  Capital  Stock  of  GRLC.

     5.18     Absence  of  Certain  Business Practices.  None of GRLC, or to the
knowledge  of  GRLC any officer, employee or agent of GRLC, nor any other person
acting  on  their  behalf, has, directly or indirectly, within the past five (5)
years  given  or  agreed  to  give  any gift or similar benefit to any customer,
supplier,  governmental  employee or other person who is or may be in a position
to  help  or  hinder the business of GRLC (or assist GRLC in connection with any
actual  or  proposed  transaction) which (a) might subject GRLC to any damage or
penalty  in  any  Action  or  which  might  have  an  adverse effect on the GRLC
business, (b) if not given in the past, might have had a material adverse effect
on  the  GRLC  business, or (c) if not continued in the future, might materially
adversely  affect  the  GRLC  business,  or  GRLC's  operations,  cash  flows or
prospects  or  which  might  subject  GRLC  to  suit  or  penalty in any Action.

     5.19     Territorial  Restrictions.  GRLC  is not restricted by any written
agreement  or  understanding  with any Person from carrying on the GRLC business
anywhere  in the world, and no such restrictions will result solely by virtue of
the  consummation  of  the  transactions  hereunder.

     5.20     Full  Disclosure.  No representation, warranty or covenant of GRLC
contained  in  this  Agreement, in the GRLC Disclosure Schedules or in any other
written  statement  or  certificate  delivered by GRLC and Subsidiary, or any of
them,  pursuant  to  this  Agreement,  or  in  connection  with the transactions
contemplated  herein 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  herein  or  therein  not  misleading.  To  GRLC's  and
Subsidiary's  knowledge,  there  is  no  fact which adversely affects, or in the
future  may  adversely  affect,  the  business, assets, properties, Liabilities,
affairs,  results  of operations, condition (financial or otherwise), cash flows
or  prospects  of GRLC which has not been or is not disclosed in this Agreement,
the  GRLC  Disclosure  Schedules  or  in  the  other  instruments, certificates,
agreements  or writings furnished to Company or the Shareholders by or on behalf
of  GRLC  pursuant  to  this  Agreement  or  in connection with the transactions
contemplated  herein.

6.     ADDITIONAL  AGREEMENTS

     6.1     Cooperation.  The parties shall cooperate fully with each other and
with  their  respective  counsel  and  accountants  in connection with any steps
required  to be taken as part of their respective obligations hereunder, and all
parties shall use commercially reasonable efforts to consummate the transactions
contemplated  herein  and  to fulfill their obligations hereunder.  From time to
time  and  at  any time, at the Company's or GRLC's request, whether on or after
the  date  hereof, and without further consideration, the Shareholders shall, at
their  expense,  execute  and  deliver such further documents and instruments of
conveyance,  assignment,  and  transfer  and  shall take such further reasonable
actions as may be necessary or desirable, in the opinion of GRLC or the Company,
in  connection  with  the  consummation  of  the  transactions described herein.

     6.2     Expenses.  All  expenses  incurred  by  GRLC,  Company  or  the
Shareholders  in  connection  with  the negotiation, authorization, preparation,
execution  and  performance  of this Agreement, including, subject to approval o
GRLC,  Company,  or  the  Shareholders,  all  fees  and  expenses  of  agents,
Representatives, counsel and accountants, shall be paid by the respective party,
which  incurred  such  expense.

     6.3     Brokers.   The  Company  shall  indemnify the Shareholders and hold
them  harmless  from  and against all claims or demands for commissions or other
compensation  by  any  broker,  finder,  or  similar agent claiming to have been
employed  by  or  on  behalf  of  GRLCThe  Shareholders (and, if Closing is not
consummated,  Company)  shall  indemnify  GRLC  and  the  Company  and hold them
harmless  from  and  against  all  claims  or  demands  for commissions or other
compensation  by  any  broker,  finder  or  similar  agent claiming to have been
employed  by  or on behalf of the Shareholders (or any of them) or Company. GRLC
has  retained  the  investment  banking services of Regents Capital West and has
agreed  to  pay  Regents  a  fee  of  8%  of  the  Purchase  Price.

     6.4     Employment  Agreements.   None

     6.5     Disclosure;  Publicity.  No press release related to this Agreement
or  the  transactions  contemplated herein, or other announcement to the public,
personnel, customers, or suppliers of the Shareholders or Company will be issued
or made without the joint approval of GRLC and the Company  GRLC and the Company
will  cooperate  to  prepare  a joint (or other appropriate) press release to be
issued  on or promptly following the Closing Date or, upon the request of either
GRLC  or  the  Company,  at the time of the signing of this Agreement.  No party
shall  disclose  the terms hereof except such disclosures required in connection
with  the  performance of the terms hereof or required by an Order or applicable
Law,  without  first  discussing  such  disclosure  with  the  other  parties.

     6.6     Legending  of  GRLC  Stock.  The Shareholders acknowledge and agree
that  all  shares  of  GRLC  Stock  received  by  them  hereunder  have not been
registered  under  the Securities Act, or the securities Laws of any state.  The
Shareholders  acknowledge  that  there  shall  be  placed  on  all  certificates
representing  the  shares  of  GRLC Stock issued to the Shareholders pursuant to
this  Agreement  appropriate  restrictive  legends  referencing the restrictions
imposed  by  applicable securities Laws.  Each Shareholder agrees that he or she
will  not  offer  to  sell,  sell  or otherwise dispose of any GRLC Stock issued
pursuant  to  this  Agreement in violation of the requirements of the Securities
Act.  With  respect  to any such sale or disposition, each Shareholder agrees to
furnish  to the Surviving Corporation or GRLC, upon request, such Information as
its  counsel  may deem necessary to assure that such sale or disposition is made
in full compliance with this Agreement, such rule and all applicable federal and
state  securities  Laws.

     6.7     No  Solicitation of Transactions.  Prior to the termination of this
Agreement  or  the  Closing,  the parties hereto will not, and will direct their
respective officers, directors, financial advisors, counsels and other agents or
Representatives  not  to,  directly  or  indirectly, (a) solicit proposals from,
negotiate  with  or  provide Information to any other Person with respect to the
transfer of any Capital Stock or assets of Company.  If, despite this provision,
Company  or  any  of  its  Representatives  receive  such a proposal or inquiry,
Company  shall  promptly inform GRLC and advise such Person of this restriction.

     6.8     Share Listing.  GRLC and IMTO will use its best efforts to maintain
the  listing  and  trading of its Common Stock on the OTC Bulletin Board, and in
the  event  the  Common  Stock,  at some later date becomes listed on the NASDAQ
National Market, the NASDAQ Small Cap Market, the New York Stock Exchange, Inc.,
or the American Stock Exchange Inc., GRLC and IMTO shall use its best efforts to
maintain  the  listing  of  the  Common  Stock  thereon,  and will comply in all
respects  with  the  reporting, filing and other obligations under the bylaws or
rules  of  the National Association of Securities Dealers, Inc. (the "NASD") and
such  exchanges,  as  applicable.  GRLC  and  IMTO shall promptly provide to the
Shareholders  copies  of  any  notices  it  receives  regarding  the  continued
eligibility  of  the Common Stock for listing.  In the event the Common Stock is
delisted from the OTC Bulletin Board, GRLC and/or IMTO will immediately apply to
have  the  Common  Stock  listed  on the "Pink Sheets".  In the event the Common
Stock  is, at a later date, during the time that the shares of GRLC Stock and/or
IMTO Shares  are owned by the Shareholders, traded on another exchange or market
other  than  the  OTC  Bulletin Board or Pink Sheets, and is later delisted from
such  exchange  or  market,  GRLC  and/or  IMTO  agrees to immediately apply for
listing  of  the  Common  Stock  on  the  OTC  Bulletin  Board.

6.9     Rule  144  Reporting.  With  a  view to making available the benefits of
certain  rules  and  regulations  of the SEC, which may permit the resale of the
Conversion Common Shares to the public without registration, GRLC and IMTO agree
to:

     (a)     make  and  keep  public  information  available, as those terms are
understood  and  defined  in  Rule  144  under  the  Act, at all times after the
effective  date  on  which GRLC becomes subject to the reporting requirements of
the  Securities  Act  or  the  Exchange  Act;

     (b)     file  with  the  SEC  in  a  timely  manner  all  reports and other
documents  required  of  GRLC  under  the  Securities  Act and the Exchange Act;

     (c)     so  long  as  any  Shareholder  owns  any restricted securities, to
furnish  to each such Shareholder forthwith upon request, a written statement by
GRLC  and/or  IMTO  as to its compliance with the reporting requirements of Rule
144,  and  of the Securities Act and the Exchange Act, a copy of the most recent
annual  or  quarterly  report  of  GRLC and/or IMTO , and such other reports and
documents  of  GRLC  and/or  IMTO and other information in the possession of, or
reasonably  obtainable  by,  GRLC and/or IMTO as such Shareholder may reasonably
request  in  availing itself of any rule or regulation of the SEC, allowing such
Shareholder to sell any such GRLC Stock and/or IMTO SHARES without registration.

     6.  10     Resale  Under Rule 144.  GRLC and IMTO covenants and agrees that
for  so  long  as  any  of shares of the GRLC Stock and/or IMTO Shares purchased
hereunder,  remain outstanding and continue to be "restricted securities" within
the  meaning  of  Rule 144 under the Securities Act, GRLC and IMTO shall use its
best efforts to expeditiously assist in and permit the prompt resale of the GRLC
Stock  and/or  IMTO  Shares pursuant to Rule 144 under the Securities Act by the
Shareholders  hereunder.  GRLC  and/or IMTO shall provide the transfer agent, at
GRLC's  and/or  IMTO"s  expense,  with  any and all documents and/or information
necessary to complete the transfer under Rule 144, including but not limited to,
opinions  of  counsel  to the transfer agent within five business days after the
Shareholder  provides  the  information or documents reasonably required for the
transfer  under  Rule  144  to the transfer agent.  GRLC and IMTO further agrees
that  a  standard  form  Seller's Representation Letter, Broker's Representation
Letter, Form 144 and certificate for the shares as prepared by the Shareholder's
brokerage  firm  shall  conclusively constitute all the documents required for a
Rule  144  transfer  approval  by  GRLC  and/or  IMTO.

7.     COVENANTS  PRIOR  TO  CLOSING

     7.1     Covenants  and  Agreements  of  Company  and  Shareholders.  The
following  covenants  and  agreements  of  Company and the Shareholders shall be
effective  from  the  date  hereof  to the Closing, unless GRLC shall consent in
writing  to  the  waiver  of  any  such  covenant  or  agreement:

          (a)     Company  and  the Shareholders shall conduct the operations of
Company  only  in  the  ordinary  and  usual  course  and  consistent with prior
practices,  without  the  creation  of  any additional indebtedness for borrowed
money,  except  in  the  ordinary  and  usual  course  of  business.

          (b)     Company  and the Shareholders shall not cause Company to enter
into  any  contracts,  agreements  or other arrangements to provide, sell, rent,
lease,  license,  distribute  or supply goods or services to any customer or any
third  party  except  in  the ordinary course of its operations at prices and on
terms  consistent  with  the  prior  operating  practices  of  Company.

          (c)     Company  and  the  Shareholders  shall  maintain, preserve and
protect  all of Company's assets in good condition, except for ordinary wear and
tear  and  damage  by  fire  or  other  casualty.

          (d)     Company and the Shareholders shall maintain the books, records
and accounts of Company in the usual, regular and ordinary course of business on
a  basis  consistent  with prior practices and in accordance with GAAP except as
disclosed  on  Schedule  4.7.

          (e)     Company  and  the Shareholders shall use their best efforts to
preserve  Company's  business,  to  keep  available  the services of its present
employees,  to  preserve  the  goodwill  of  its suppliers, customers and others
having  business  relations  with  it.

          (f)     No  action shall be taken by Company or the Shareholders which
shall  make  any  change  in Company's Charter Documents, make any change in its
authorized  or issued Capital Stock, shall issue or grant any right or option to
purchase  or otherwise acquire any of its Capital Stock, shall declare or make a
dividend  or  other  distribution  or  payment with respect to Company's Capital
Stock,  or, directly or indirectly, redeem, purchase or otherwise acquire any of
same.

          (g)     No action shall be taken by Company or the Shareholders, which
shall  cause Company to dissolve, liquidate or voluntarily declare bankruptcy or
seek  the  appointment  of  a  receiver,  trustee  or  custodian.

     (h)     the  Company  shall  not  grant any increase in the salary or other
compensation  of  its  employees  without  the  express written consent of GRLC,
except  pursuant  to  the  terms  of employment agreements in effect on the date
hereof.

          (i)     the  Company  shall  not  take any action to institute any new
severance  or  termination pay practices with respect to any directors, officers
or  employees  of  the  Company  or  to  increase the benefits payable under any
severance  or  termination  payments.

          (j)     the  Company  shall  not  (except  for  salary  increases  for
employees  who  are not executive officers of the Company in the ordinary course
of  business  and consistent with past practice) adopt or amend, in any respect,
except  as  contemplated  hereby  or  as  may  be  required by applicable law or
regulation,  any  collective  bargaining,  bonus,  profit sharing, compensation,
pension, retirement, deferred compensation, employment or other employee benefit
plan, agreement, trust, fund, plan, or arrangement for the benefit or welfare of
any  directors,  officers  or  employees.

     7.2     Covenants  and  Agreements  of  GRLC.  The  following covenants and
agreements  of  GRLC  shall  be  effective  from the date hereof to the Closing,
unless  the  Shareholders  shall  consent  in  writing to the waiver of any such
covenant  or  agreement:

          (a)     GRLC shall conduct the operations of GRLC only in the ordinary
and  usual  course  and consistent with prior practices, without the creation of
any  additional  indebtedness  for  borrowed  money.

          (b)     GRLC  shall  not  cause  GRLC  to  enter  into  any contracts,
agreements  or  other  arrangements  to  provide,  sell,  rent,  lease, license,
distribute or supply goods or services to any customer or any third party except
in  the  ordinary  course  of their operations at prices and on terms consistent
with  prior  operating  practices.

          (c)     GRLC  shall maintain, preserve and protect, in good condition,
except  for  ordinary wear and tear and damage by fire or other casualty, all of
the  assets  of  GRLC.

          (d)     GRLC shall maintain the books, records and accounts of GRLC in
the  usual,  regular  and ordinary course of business on a basis consistent with
prior  practices  and  in  accordance  with  GAAP.

          (e)     GRLC  shall use its best efforts to preserve GRLC Business, to
keep  available  the services of its present employees, to preserve the goodwill
of  its  suppliers,  customers  and  others having business relations with GRLC.

          (f)     No  action  shall be taken by GRLC, which shall cause the GRLC
to dissolve, liquidate or voluntarily declare bankruptcy or seek the appointment
of  a  receiver,  trustee  or  custodian.

8.     CONDITIONS  TO  CLOSING

     8.1     Conditions  Precedent  to  GRLC's  and  Subsidiary's  Obligations.
GRLC's  and Subsidiary's obligations to consummate the transactions contemplated
by  this Agreement is subject to the satisfaction of the following conditions on
or  before  the  Closing  Date:

          (a)     the  representations  and  warranties  of  Company  and  the
Shareholders  set  forth  in  Article  4 hereof shall be true and correct in all
material  respects at and as of the Closing Date as if made on such date and the
Audit  shall  be  completed  not  later  than  May  15,  2003.;

          (b)     Company  and  the  Shareholders  shall  have  performed in all
material  respects  all of the covenants and agreements required to be performed
by  them  under  this  Agreement  prior  to  the  Closing;

          (c)     there  shall  have  been  no  material  adverse  change in the
Company's  business;

          (d)     all  material  consents  by  third parties and all consents of
Governmental  Authorities  that  are  required  for  the  consummation  of  the
transactions  contemplated  hereby,  or in order to prevent a breach of, default
under,  or a termination of any Contract shall have been obtained by Company and
the  Shareholders;

          (e)     all  registrations,  filings, applications, notices, consents,
approvals,  waivers,  authorizations,  qualifications  and orders required to be
filed,  made  or  obtained  by  the  Shareholders or Company, including full and
complete  cooperation  in  connection  with  preparation  of  audited  financial
statements  of  Company, in order to consummate the transactions contemplated by
this  Agreement.

          (f)     the Shareholders shall have delivered any and all certificates
representing  the  Shares, duly endorsed for transfer, with an irrevocable stock
power  endorsed  in  blank, and such other documents, instruments and agreements
related  thereto,  as  GRLC  may  reasonably  request  to  deliver  the Purchase
Consideration;

          (g)     (i)  no  Law  shall be in effect, pending, or proposed, and no
injunction or restraining order shall be in effect, and (ii) no Litigation shall
be  pending or threatened, in each case that prohibits, prevents, or enjoins (or
materially  interferes  with)  the  carrying out of this Agreement or any of the
transactions  contemplated  hereby,  or  that declares unlawful the transactions
contemplated  by this Agreement, or that would have a material adverse effect on
the  right of GRLC to own, operate, use, or control the Company's business after
the  Closing  Date;

          (h)     on  the  Closing Date, Company and the Shareholders shall have
delivered  to  GRLC:

     (i)     certified  copies  of  the  resolutions  duly  adopted by Company's
boards of directors authorizing the execution, delivery, and performance of this
Agreement  and  any  other  agreements  or  instruments  contemplated  by  this
Agreement;

     (ii)     certificates  executed  by  the Shareholders and the President and
the  Chief  Operating Officer of Company, dated the Closing Date, and certifying
in  such  detail  as  GRLC  may  reasonably  request  to  the fulfillment of the
conditions  specified  in  Section  8.1  hereof;

     (iii)     Certificate  of  the  Secretary  of  State  of Oklahoma , dated a
Current  Date,  as  to  the  legal  existence and good standing of Company under
applicable  Law;

     (iv)     certificates  from  the Secretary of State of each jurisdiction in
which  Company  is  required  to  be  qualified as a foreign corporation for the
transaction  of  business, dated a Current Date, as to the due qualification and
good  standing  of  Company  under  the  Laws  of  such  jurisdiction;

     (v)     such  other documents or instruments as GRLC may reasonably request
to  effect  the  transactions  contemplated  hereby;  and

Any condition specified in this Section 8.1 may be waived by GRLC, provided that
no  such  waiver shall be effective unless it is set forth in a writing executed
by  GRLC.

     8.2     Conditions  to  Company's  and  the  Shareholders'  Obligations.
Company's  and  the  Shareholders'  obligation  to  consummate  the transactions
contemplated  by this Agreement are subject to the satisfaction of the following
conditions  on  or  before  the  Closing  Date:

          (a)     the  representations  and  warranties  of  GRLC  set  forth in
Article 5 hereof shall be true and correct in all material respects at and as of
the  Closing  Date  as  if  made  on  such  date;

          (b)     GRLC  shall have performed in all material respects all of the
covenants  and  agreements required to be performed by them under this Agreement
prior  to  the  Closing;

          (c)     all  registrations,  filings, applications, notices, consents,
approvals,  waivers,  authorizations,  qualifications  and orders required to be
filed,  made  or  obtained  by  GRLC  in  order  to  consummate the transactions
contemplated  by  this  Agreement;

          (c)     on the Closing Date, GRLC shall have delivered to Shareholders
the  Purchase  Consideration;

          (e)     on  the  Closing  Date,  GRLC shall have delivered to Company:

     (i)     certified  copies  of  the  resolutions  duly adopted by GRLC's and
IMTO's  boards of directors authorizing the execution, delivery, and performance
of  this  Agreement  and  the  transactions  contemplated  hereby;

     (ii)     certificates  executed by the President of GRLC, dated the Closing
Date,  and  certifying  in  such detail as Company may reasonably request to the
fulfillment  of  the  conditions  specified  in  Section  8.2  hereof;  and

     (iii)     Certificates  of  the  Secretary  of  State  of  Nevada   dated a
Current  Date,  as  to  the  legal  existence  and  good  standing of GRLC under
applicable  Law;

          Any  condition  specified in this Section 8.2 may be waived by Company
and  the Shareholders, provided that no such waiver shall be effective unless it
is  set  forth  in  a  writing  executed  by  Company  and  the  Shareholders.

9.     CLOSING

     9.1     Closing.  The transactions contemplated herein shall be consummated
(the  "Closing")  at  the  offices of GRLC, or such other place that the parties
mutually  agree upon, at 12:00 P.M., California time, on the later of  March 17,
,  2003  or  the  second  business day after the date on which all conditions to
Closing  contained in Article 8 have been satisfied or waived, or on and at such
other  time,  date,  and  place  as the Parties may mutually agree (the "Closing
Date"),  with  the  Closing  to  be  effective as of the filing of the documents
required  by  Corporate  Laws  to  effect  the Purchase, (the "Effective Date").

     9.2     Post-Closing  Transactions.  The Shareholders shall deliver to GRLC
and  the  Company  a  certificate  satisfactory to GRLC and the Company that all
duties,  taxes and other impost payable in respect of the delivery of the Shares
have  been  paid by the Shareholders.  Promptly upon receipt of the Shares, GRLC
shall  issue  the Purchase Consideration to the Shareholders.  Prior to delivery
of  the  Shares pursuant to this Section, GRLC shall not be required to issue or
cause  the  issuance  of  the  Purchase  Consideration  to  the  Shareholders.

     9.3     Effect.  All  deliveries,  payments  and  other  transactions  and
documents  relating  to  Closing  shall  be  interdependent  and  none  shall be
effective  unless  and  until  all  are effective (except to the extent that the
party  entitled  to  the  benefit thereof has waived satisfaction or performance
thereof  as  a  condition  precedent  to  Closing).

     9.4     Further  Assurances.  Each party shall, at the request of any other
party from time to time and at any time, whether on or after the Effective Date,
and  without  further  consideration,  execute  and  deliver  such  assignments,
transfers,  assumptions,  conveyances,  powers  of  attorney,  receipts,
acknowledgments,  acceptances  and  assurances as may be reasonably necessary to
procure  for  the  party  so  requesting, and its successors and assigns, or for
aiding and assisting in collecting and reducing to possession, the Shares, or to
otherwise  satisfy  and  perform  the  obligations  of  the  parties  hereunder.

10.     INDEMNIFICATION

     10.1     Indemnification  of  GRLC  and  the  Company.  Subject  to  the
limitations  set forth in Section 10.6, the Shareholders jointly shall indemnify
and  hold  harmless GRLC, the Company and their respective Affiliates, officers,
directors,  employees  and  agents  (collectively, the "GRLC Indemnitees") from,
against  and  in  respect  of any and all Damages and amounts paid in settlement
pursuant  to Section 10.4 (collectively, the "GRLC Indemnified Losses") suffered
or  incurred  by  any  GRLC  Indemnitee  by  reason  of,  or  arising  out  of:

          (a)     any  misrepresentation or breach of warranty of Company or the
Shareholders  contained  in  this  Agreement,  or  in any certificate, schedule,
instrument  or  document  delivered  to  GRLC  on  behalf  of  Company  or  the
Shareholders  pursuant  to  the provisions of this Agreement, including, without
limitation,  the  Company  Disclosure  Schedules  (collectively,  the  "Company
Transaction  Documents");  and

          (b)     any  breach  or non-fulfillment or non-performance, partial or
total, of any covenant or any agreement of Company or the Shareholders contained
in  this  Agreement,  or  in  any  certificate, schedule, instrument or document
delivered to GRLC by or on behalf of Company or the Shareholders pursuant to the
provisions  of  this  Agreement;  and

          (c)     any  and all Taxes of Company or the Shareholders with respect
to  any period (or portion thereof) up to and including the Closing Date, except
for  Taxes of Company that are reflected on the Company Balance Sheet as current
liabilities for Taxes that exist as of the Closing Date.  The indemnity provided
for  in  Section  10.1(c)  shall be independent of any other indemnity provision
hereof  and,  anything  in this Agreement to the contrary notwithstanding, shall
survive  until  the  expiration  of the applicable statute of limitation for the
Taxes referred to herein.  Any indemnification regarding Taxes that is set forth
in  this  Section  10.1(c)  shall  not  be  subject to the provisions of Section
10.6(a)  hereof.

     10.2     Indemnification  of  the Shareholders.  Subject to the limitations
set  forth  in  Section 10.6, GRLC shall indemnify and hold the Shareholders and
their  respective  Affiliates,  employees,  agents,  successors  and  assigns
(collectively,  the  "Shareholder  Indemnitees")  harmless  from, against and in
respect  of  any  and  all  Damages  and  amounts paid in settlement pursuant to
Section  10.4  (collectively,  "Shareholder  Indemnified  Losses")  suffered  or
incurred  by  any  Shareholder  Indemnitees  by  reason  of  or  arising out of:

          (a)     any  misrepresentation or breach of warranty of GRLC contained
in  this  Agreement,  or  in  any  certificate, schedule, instrument or document
delivered to Company or the Shareholders by or on behalf of GRLC pursuant to the
provisions of this Agreement, including, without limitation, the GRLC Disclosure
Schedules  (collectively,  the  "GRLC  Transaction  Documents");  and

          (b)     any  breach  or non-fulfillment or non-performance, partial or
total,  of any covenant or any agreement of GRLC contained in this Agreement, or
in any certificate, schedule, instrument or document delivered to Company or the
Shareholders  by  GRLC  pursuant  to  the  provisions  of  this  Agreement;  and

          (c)     any  and  all  Taxes  of  GRLC  with respect to any period (or
portion  thereof) up to and including the Closing Date, except for Taxes of GRLC
that  are  reflected on any of the financial statements described in Section 5.7
as  current liabilities for Taxes, which liabilities continue to exist as of the
Closing  Date.  The  indemnity  provided  for  in  Section  10.2(c)  shall  be
independent  of  any  other  indemnity  provision  hereof  and, anything in this
Agreement to the contrary notwithstanding, shall survive until the expiration of
the  applicable  statute of limitation for the Taxes referred to herein, and any
indemnification  regarding Taxes that is set forth in this Section 10.2(c) shall
not  be  subject  to  the  provisions  of  Section  10.6(b)  hereof.

     10.3     Assertion  of  Claims.  No  claim  shall  be  brought  by any GRLC
Indemnitee under Section 10.1, or any Shareholder Indemnitee under Section 10.2,
and  no respective indemnitee hereunder shall be entitled to receive any payment
with respect thereto, unless the party or parties to be indemnified (whether one
or  more,  the  "Indemnified  Party")  gives  the  party  or  parties from which
indemnification  is  sought  (whether  one  or  more,  the "Indemnifying Party")
written  notice  of  the  existence  of any such claim, specifying in reasonable
detail  the  basis therefore, prior to the expiration of the applicable Survival
Period.  Except  as  set  forth  in  Section  10.5,  if  the  Indemnified  and
Indemnifying  Parties  fail  to  reach  a mutually acceptable resolution of such
claim  within  thirty (30) days after the giving of such notice, the Indemnified
Party  shall have the right to commence arbitration or legal proceedings for the
enforcement  of  its  rights  hereunder.

     10.4     Defense  of  Third  Party  Claims.

(a)     If  any claim or action by a third party arises after the Effective Date
for  which  an  Indemnifying  Party is liable under the terms of this Agreement,
then  the  Indemnified  Party shall notify the Indemnifying Party, within thirty
(30)  days  after  such  claim  or action arises and is known to the Indemnified
Party,  and  shall  give the Indemnifying Party a reasonable opportunity, at its
sole  cost and expense, to take part in any examination of the books and records
of  the  Shareholders,  Company  or  Subsidiary,  to  conduct any proceedings or
negotiations  in connection therewith and necessary or appropriate to defend the
Indemnified  Party, to take all other required steps or proceedings to settle or
defend any such claim or action, and to employ counsel to contest any such claim
or  action  in  the  name  of  the  Indemnified  Party  or  otherwise.  If  the
Indemnifying  Party  wishes  to  assume  the defense of such claim or action, it
shall  give  written  notice  to the Indemnified Party, and within ten (10) days
thereafter  the Indemnified Party shall permit, and the Indemnifying Party shall
thereafter  assume,  the  defense  of  any such claim or action, through counsel
reasonably  satisfactory to the Indemnified Party; provided that the Indemnified
Party  may  participate  in  such  defense  at  its  own  expense.

          (b)     If  the  Indemnifying Party does not assume the defense of any
such  claim  or action, then the Indemnified Party may defend against such claim
or  action  in  such  manner  as  it  may  deem  appropriate  (provided that the
Indemnifying  Party  may  participate  in  such  defense  at  its  own expense);
provided,  however,  that the Indemnified Party may not settle any such claim or
action  without  the  prior  written  consent  of  the Indemnifying Party, which
consent shall not be unreasonably withheld or delayed.  If no settlement of such
claim  or  action  is  made,  the Indemnifying Party (subject to the limitations
contained  in  Section 10.6) shall satisfy any judgment rendered with respect to
such claim or in such action, before the Indemnified Party is required to do so,
and pay all expenses, legal or otherwise, reasonably and necessarily incurred by
the  Indemnified  Party  in  the  defense  of  such  claim  or  Litigation.

          (c)     If  a judgment is rendered against an Indemnified Party in any
action  covered by the indemnification hereunder, or any lien in respect of such
judgment  attaches  to any of the assets of any of the an Indemnified Party, the
Indemnifying  Party  shall  immediately  upon  such entry or attachment pay such
judgment  in full or discharge such lien (subject to the limitation contained in
Section 10.6) unless, at the expense and direction of the Indemnifying Party, an
appeal is taken under which the execution of the judgment or satisfaction of the
lien  is  stayed.  If  and when a final judgment is rendered in any such action,
the  Indemnifying Party shall forthwith pay such judgment or discharge such lien
(subject  to the limitation in contained in Section 10.7) before the Indemnified
Party  is  compelled  to  do  so.

     10.5     Cooperation.  Notwithstanding  anything  to the contrary contained
in  this Article 10, the parties shall cooperate with each other to maximize the
availability  of insurance coverage for claims or actions by third parties which
may  be  subject  to  indemnification  pursuant  to  this Article 10, and if any
insurance  carrier  for  any  party  agrees to defend such claim or action, such
defense  shall  be  tendered  to  such  insurance  carrier and the rights of the
parties  between themselves regarding the assumption and control of such defense
shall  be  subject  to  the  reasonable  requirements of such insurance carrier.

     10.6     Limitation.

(a)     The  Shareholders shall have no obligation under this Article 10 to GRLC
Indemnitees  for  (i)  any  GRLC  Indemnified  Losses arising under Section 10.1
unless and until, and only to the extent that, the total GRLC Indemnified Losses
for  which  the  Shareholders  would  otherwise  be liable equals or exceeds the
limits  provided  by  GRLC's  current  or then existing Director's and Officer's
Insurance  Policies,  provided  however, that such deductible shall not apply to
any  GRLC  Indemnified  Losses as a result of a breach of the representations in
Sections  4.2(b),  4.3(a),  (b)  or  (d),  4.4(a), or 4.18(i), or resulting from
fraudulent  or intentional misrepresentations, which losses shall be paid by the
Shareholders  hereunder  for  their  full amount (i.e., from the first dollar of
loss).  Shareholders  shall  not  be  liable  to the GRLC Indemnitees under this
Article  10  for  GRLC  Indemnified  Losses  in excess of the limits provided by
GRLC's  current  or  then  existing Director's and Officer's Insurance Policies,
provided  however,  such limitations shall not apply to any loss suffered by the
GRLC Indemnitees attributable to fraudulent or intentional misrepresentations or
omissions.

          (b)     GRLC  and  the  Company  shall  have  no obligation under this
Article  10  to  Shareholder  Indemnitees for any Shareholder Indemnified Losses
arising  under  Section  10.2 unless and until, and only to the extent that, the
total  Shareholder  Indemnified  Losses  for  which  GRLC  and the Company would
otherwise  be  liable equals or exceeds the limits provided by GRLC's current or
then  existing  Director's  and  Officer's Insurance Policies, provided however,
that  such deductible shall not apply to any Shareholder Indemnified Losses as a
result  of  a  breach of the representations in Sections 5.2(b), or 5.3(a), (b),
(c),  or  (e),  which losses shall be paid by GRLC and the Company hereunder for
their  full  amount  (i.e.,  from  the  first  dollar of loss).  Anything to the
contrary notwithstanding, GRLC and the Company will be liable to the Shareholder
Indemnitees  for  Shareholder Indemnified Losses arising under Section 10.2 only
up  to  an  aggregate  equal  to  the  limits provided by GRLC's current or then
existing  Director's and Officer's Insurance Policies provided however that such
limitations  shall not apply to any loss suffered by the Shareholder Indemnitees
attributable  to  fraudulent  or  intentional  misrepresentations  or omissions.

     10.7     No Liability or Contribution by the Company  The Company shall not
have  any  Liability  to any Shareholder as a result of any misrepresentation or
breach of representation, warranty, agreement or covenant by or on behalf of any
Shareholder contained in this Agreement, the Company Disclosure Schedules or any
certificate, instrument, agreement or other writing delivered by or on behalf of
any  Shareholder  or Company pursuant to this Agreement, any Other Agreement, or
in  connection  with  the  transactions  contemplated herein, and no Shareholder
shall  have  any right of indemnification or contribution against the Company on
account  of any event or condition occurring or existing prior to or on the date
hereof.

     10.8     Survival.  The  representations, warranties, covenants, agreements
and  indemnifications  of  the parties contained in this Agreement shall survive
any  investigation  heretofore  or  hereafter  made  by  GRLC,  Company  or  the
Shareholders  and  the  consummation of the transactions contemplated herein and
all  such representations and warranties shall be of no further force and effect
after  twenty-four  (24)  months  from  the  Closing  Date  ("Survival  Period")
provided,  however,  that  the  Survival  Period  shall  not  apply  to  the
representations,  warranties, covenants, agreements and indemnities set forth in
Sections  4.18  and  5.14  hereof.  Anything  to the contrary notwithstanding, a
claim  for  indemnification,  which  is  made  but  not  resolved  prior  to the
expiration  of  the  Survival  Period,  may  be  pursued and resolved after such
expiration.

11.     MISCELLANEOUS

     11.1     Notices.

(a)     All notices, demands or other communications required or permitted to be
given  or made hereunder shall be in writing and delivered personally or sent by
pre-paid,  first  class, certified or registered mail, return receipt requested,
or  overnight  mail  to  the  intended  recipient thereof at its address set out
below,  and,  if  reasonably  practicable,  a copy via facsimile to the intended
recipient  thereof  at  its  facsimile  number set out below.  Any such invoice,
demand or communication shall be deemed to have been duly given upon receipt (if
given  or  made in person).  In proving the same, it shall be sufficient to show
that  the  envelope  was  duly  addressed, stamped and posted and delivered, and
whether or not delivery was accepted.  The addresses of the parties for purposes
of  this  Agreement  are:

     (i)     If  to  GRLC  or  IMTO  :

          GRLC  Corporation,  Inc.
          17075  Via  Del  Campo
          San  Diego,  CA  92127
          Attn.:   Brian  Bonar,  CEO

          With  copy  to:

          Thomas  Beener
          17075  Via  Del  Campo
          San  Diego,  CA  92127
          Facsimile  No.:  858-451-6628
          Electronic  Mail:  tbeener@greenlandcorp.com

     (ii)     If  to  the  Company

          Trish  Lassiter  and  Jerry  Lassiter
          2805  Verona  Way
          Edmond,  OK  73034
          Facsimile  No.:  405-302-0193
          Phone:  405-302-0202
          Electronic  Mail:  jlassiter@staffproplus.com

          If  to  Shareholders  See  Schedule  A

          (b)     Any  party  may change the address to which notices, requests,
demands or other communications shall be delivered or mailed by giving notice of
the  new  address  to  the  other  parties.

     11.2     Counterparts.  This  Agreement  (including all Company Transaction
Documents  and  all GRLC Transaction Documents) may be executed in any number of
counterparts,  each of which shall be deemed an original, and all of which shall
constitute  one  and  the  same  instrument.

     11.3     Entire Agreement.  This Agreement supersedes all prior discussions
and  agreements  between  the parties with respect to the subject matter hereof,
and this Agreement contains the sole and entire agreement among the parties with
respect  to  the matters covered hereby.  This Agreement shall not be altered or
amended  except  by an instrument in writing signed by or on behalf of the party
entitled to the benefit of the provision and against whom enforcement is sought.

     11.4     Approval  of  the  Shareholders.  Execution by the Shareholders of
this  Agreement  shall  be  deemed  to  be  approval  by the Shareholders of the
Purchase  in  any  and  all  manner  required  by  Corporate  Law.

     11.5     Termination  of  Shareholder  Agreements.  Execution  by  the
Shareholders  and  Company of this Agreement shall be deemed to be a termination
of  any  and  all  pre-existing  agreements with respect to the Capital Stock of
Company  by,  between,  or  among  any  of  them.

     11.6     Governing Law.  The validity and effect of this Agreement shall be
governed  by and construed and enforced in accordance with the laws of the State
of  California,  without regard to conflicts of law and venue shall be San Diego
County.

     11.7     Successors  and Assigns.  This Agreement shall be binding upon and
shall  inure  to  the  benefit of the parties hereto and their respective heirs,
executors,  legal  Representatives,  successor  and  assigns.

     11.8     Partial  Invalidity and Severability.  All rights and restrictions
contained  herein  may  be exercised and shall be applicable and binding only to
the  extent  that they do not violate any applicable Laws and are intended to be
limited  to  the  extent  necessary  to  render  this Agreement legal, valid and
enforceable.  If  any  term of this Agreement, or part thereof, not essential to
the commercial purpose of this Agreement shall be held to be illegal, invalid or
unenforceable  by  a court of competent jurisdiction, it is the intention of the
parties that the remaining terms hereof, or part thereof, shall constitute their
agreement  with  respect  to  the  subject  matter hereof and all such remaining
terms,  or  parts  thereof,  shall remain in full force and effect.  The parties
agree  to  replace  any  illegal,  invalid  or  unenforceable  provision of this
Agreement  and  execute  an  amendment  to  this  Agreement  containing  a valid
provision,  which  will implement the commercial purpose of the illegal, invalid
or  unenforceable  provision.

     11.9     Waiver.  Any  term or condition of this Agreement may be waived at
any  time  by  the  party, which is entitled to the benefit thereof, but only if
such  waiver  is evidenced by a writing signed by such party.  No failure on the
part  of  any  party  hereto  to exercise, and no delay in exercising any right,
power  or remedy created hereunder, shall operate as a waiver thereof, nor shall
any  single  or partial exercise of any right, power or remedy by any such party
preclude  any  other  or  further  exercise thereof or the exercise of any other
right,  power  or remedy.  No waiver of, or consent to, any breach of or default
in  any term or condition of this Agreement by any party hereto shall constitute
a waiver of or consent to any succeeding breach of or default in the same or any
other  term  or  condition  hereof.

     11.10     Headings.  The  headings  of  particular  provisions  of  this
Agreement are inserted for convenience only and shall not be construed as a part
of this Agreement or serve as a limitation or expansion on the scope of any term
or  provision  of  this  Agreement.

     11.11     Time  of  Performance.  Time is of the essence of this Agreement.

     11.12     Enforcement of this Agreement.  In any action or other proceeding
brought  by  any  party  hereto to enforce the provisions of this Agreement, the
prevailing  party,  in addition to any other relief as may be awarded thereunder
shall  be  entitled  to  its  costs,  expenses  and  reasonable attorneys' fees.

12.     DEFINITIONS

     For purposes of this Agreement, the following terms shall have the meanings
specified  with  respect  thereto  below:

     "Action"  shall mean any action, suit, litigation, complaint, counterclaim,
claim,  petition,  mediation  contest,  or administrative proceeding, whether at
Law,  in equity, in arbitration or otherwise, and whether conducted by or before
any  Governmental  Authority  or  other  Person.

     "Affiliate"  means,  as  to  any  specified  Person, any other Person that,
directly  or  indirectly  through  one  or  more  intermediaries  or  otherwise,
controls,  is  controlled  by,  or  is  under  common control with the specified
Person.  As used in this definition, "control" means the possession, directly or
indirectly,  of  the power to direct or cause the direction of the management or
policies of a Person (whether through ownership of Capital Stock of that Person,
by  contract,  or  otherwise).

     "Capital Lease" means a lease of (or other agreement conveying the right to
use)  real  or personal property that is required to be classified and accounted
for  as a capital lease in accordance with GAAP as in effect on the date of this
Agreement.

     "Capital  Stock"  means, with respect to (a) any corporation, any share, or
any depository receipt or other certificate representing any share, of an equity
ownership  interest  in  that  corporation, and (b) any other Entity, any share,
membership  or  other  percentage  interest,  unit  of  participation,  or other
equivalent  (however  designated)  of  an  equity  interest  in  that  Entity.

     "Charter  Documents" means, with respect to any Entity at any time, in each
case  as  amended,  modified,  and  supplemented  at  that time, the articles or
certificate  of  formation,  incorporation,  or  organization (or the equivalent
organizational  documents)  of that Entity, (b) the bylaws, operating agreement,
trust  indenture, or regulations (or the equivalent governing documents) of that
Entity, and (c) each document setting forth the designation, amount and relative
rights,  limitations,  and  preferences  of any class or series of that Entity's
Capital  Stock  or  of  any  rights  in  respect of that Entity's Capital Stock.

     "Damages"  to  any  specified  Person  means any and all costs, damages and
expenses  (including  reasonable  fees  and  actual  disbursements by attorneys,
consultants,  experts,  or  other Representatives, and Litigation costs) to, any
fine  of or penalty on, or any Liability (including loss of earnings or profits)
obligations,  fines,  penalties,  and  Taxes of any other nature to that Person;
provided, however, that the amount of Damages shall be reduced appropriately for
tax benefits and insurance coverage, and shall not include indirect, incidental,
consequential,  punitive,  exemplary,  lost  opportunity,  good  will or special
damages  of any nature, regardless of the nature of a party's claim or theory of
liability.

     "Entity"  or  "Entities"  means  one  or  more  sole  proprietorships,
corporations,  partnerships  of any kind having a separate legal status, limited
liability  companies,  business  trusts,  unincorporated  organizations  or
associations,  mutual  companies,  joint  stock  companies,  or  joint ventures.

     "Environmental  Laws"  shall  mean  all  Laws,  general  or  particular
conditions,  requirements, decrees, and covenants relating to health, safety and
the  environment,  including, without limitation, laws and covenants relating to
emissions,  discharges,  releases  or  threatened  releases  of  pollutants,
contaminants,  chemicals,  or industrial, toxic or Hazardous Materials or wastes
of  every  kind  and nature into the environment (including, without limitation,
ambient  air,  surface  water,  ground  water,  soil  and subsoil), or otherwise
relating  to the manufacture, generation, processing, distribution, application,
use,  treatment,  storage,  disposal,  transport  or  handling  of  pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes,
or  to  occupational  or  worker  safety  and  health,  and  any  and  all laws,
directives,  guidelines,  policies,  plans, Orders, stipulations, provisions and
conditions  of  Environmental  Permits,  licenses, stipulations, certificates of
authorization,  and  other  operating  authorizations, notices or demand letters
issued,  entered,  promulgated  or  approved  thereunder.

     "Environmental  Permits"  shall  mean  all permits, licenses, certificates,
approvals,  authorizations, regulatory plans or compliance schedules required by
applicable  Environmental Laws, or issued by a Government pursuant to applicable
Environmental  Laws,  or  entered  into  by  agreement of the party to be bound,
relating  to  activities that affect human health or the environment, including,
without  limitation, permits, licenses, certificates, approvals, authorizations,
regulatory  plans  and compliance schedules for air emissions, water discharges,
pesticide  and  herbicide  or  other  agricultural  chemical  storage,  use  or
application,  and  Hazardous  Materials  Solid  Waste  generation, use, storage,
treatment  and  disposal.

     "Forum"  shall  mean  any  federal,  national,  state,  local, municipal or
foreign  court,  governmental  agency,  administrative body or agency, tribunal,
private  alternative  dispute  resolution  system,  or  arbitration  panel.

     "GAAP"  shall  mean  generally accepted accounting principles, consistently
applied.

     "Governmental  Approval"  means  at  any  time  any authorization, consent,
approval,  permit,  franchise,  certificate,  license,  implementing  order,  or
exemption  of,  or  registration  or  filing  with,  any Governmental Authority,
including  any  certification  or  licensing  of a natural person to engage in a
profession  or  trade  or  a  specific  regulated  activity,  at  that  time.

     "Governmental  Authority" means (a) any national, state, county, municipal,
or  other  government,  domestic  or  foreign,  or  any  agency,  board, bureau,
commission,  court, department, or other instrumentality of any such government,
and  (b)  any  Person  having  the  authority  under any applicable Governmental
Requirement  to  assess  and  collect  Taxes  for  its  own  account.

     "Governmental Requirement" means at any time (a) any Law, rule, regulation,
judgment,  decree,  injunction,  writ,  edict,  award,  authorization  or  other
requirement  of  any  Governmental Authority in effect at that time, and (b) any
obligation  included  in  any  certificate, certification, franchise, permit, or
license  issued  by  any  Governmental  Authority  or  resulting  from  binding
arbitration,  including  any  requirement  under  common  law,  at  that  time.

     "Hazardous  Material"  shall  mean  any  substance  or material, including,
without  limitation,  raw  materials,  commercial  products  and wastes or waste
products  that, because of its quantity, concentration, or physical, chemical or
infectious  characteristics may cause or significantly contribute to an increase
in  mortality or an increase in serious, irreversible or incapacitating illness,
or  pose  a  substantial  hazard  to  human health or the environment, including
without  limitation  petroleum  and  all  substances and materials designated as
hazardous  or  toxic  under  any  applicable  Environmental  Law.

     "Improvements"  shall mean all buildings, structures and other improvements
of  any  and every nature located on the Real Property and all fixtures attached
or  affixed,  actually  or  constructively,  to the Real Property or to any such
buildings,  structures  or  other  improvements.

     "Information"  means all information, whether written or stored on computer
disks,  tape(s),  or  electronically  or  optically  stored,  including  without
limitation,  (a)  data,  certificates,  reports,  files,  records,  agreements,
correspondence,  plans, policies, practices, manuals, guides and statements, and
(b) summaries of unwritten agreements, arrangements, contracts, plans, policies,
programs,  or  practices  or  of  unwritten  amendments  or  modifications  of,
supplements  to,  or  waivers  under  any  of  the  foregoing.

     "IRC"  shall  mean  the  Internal  Revenue  Code  of  1986,  as  amended.

     "known," "to the knowledge of," "aware" or words of similar import employed
in  this  Agreement  with  reference  to  any  individual  or  entity  shall  be
conclusively  presumed to mean that the individual or entity has made reasonable
efforts under the circumstances to become knowledgeable; in the case of Company,
GRLC  and  Subsidiary,  "knowledge"  shall  be  deemed  to be the individual and
collective knowledge (as defined above) of its directors and senior officers and
managers.

     "Law" shall mean all federal, national, state, provincial, local, municipal
or foreign constitutions, statutes, rules, regulations, norms, ordinances, acts,
codes,  legislation,  treaties,  conventions,  common  law  principles, judicial
decisions  and similar laws and legal requirements, whether of the United States
of  America  or  any  other  jurisdiction  as  in  effect  from  time  to  time.

     "Liability"  shall  mean  any  liability  or  obligation  whether  known or
unknown,  asserted  or unasserted, absolute or contingent, accrued or unaccrued,
liquidated  or  unliquidated  and  whether  due  or  to  become  due.

     "Liens"  means, with respect to any property or asset of any Person (or any
revenues, income, or profits of that Person therefrom) (in each case whether the
same  is  consensual  or  nonconsensual or arises by contract, operation of Law,
legal process, or otherwise), (a) any mortgage, lien, security interest, pledge,
attachment,  levy,  or  other  adverse  claim, charge or encumbrance of any kind
thereupon  or  in  respect  thereof or (b) any other arrangement under which the
same  is transferred, sequestered, or otherwise identified with the intention of
subjecting  the  same  to,  or  making  the  same  available for, the payment or
performance  of  any  Liability  in  priority  to  the  payment of the ordinary,
unsecured  creditors  of that Person, including any "adverse claim") in the case
of  any Capital Stock.  For purposes of this Agreement, a Person shall be deemed
to  own subject to a Lien any asset that it has acquired or holds subject to the
interest  of  a  vendor  or lessor under any conditional sale agreement, Capital
Lease,  or  other  title  retention  agreement  relating  to  that  asset.

     "Litigation" means any Action, case, proceeding, claim, grievance, suit, or
investigation  or  other  proceeding  conducted  by  or  pending  before  any
Governmental  Authority  or  any  arbitration  or  mediation  proceeding.

     "Orders"  shall  mean all applicable orders, writs, judgments, injunctions,
decrees,  rulings,  consent agreements, and awards of or by any Forum or entered
by  consent  of  the  party  to  be  bound.

     "Other  Agreements"  means  the written agreements, documents, instruments,
and  certificates executed pursuant to or in connection with this Agreement, all
as  amended,  modified,  or  supplemented  from  time  to  time.

     "Person" means any natural person, Entity, estate, trust, union or employee
organization,  or  Governmental  Authority.

     "Representatives"  means,  with  respect  to  any  Person,  the  directors,
officers,  employees,  Affiliates,  accountants (including independent certified
public  accountants),  advisors, attorneys, consultants, or other agents of that
Person,  or  any  other  Representatives  of  that  Person  or  of  any of those
directors,  officers,  employees, Affiliates, accountants (including independent
certified public accountants), advisors, attorneys, consultants or other agents.

     "Solid Waste" shall mean any garbage, refuse, sludge from a waste treatment
plant, water supply treatment plant, or air pollution control facility and other
discarded  material,  including  solid,  liquid, semisolid, or contained gaseous
material  resulting  from  industrial,  commercial,  mining  and  agricultural
operations,  and  from  community  activities.

     "Taxes"  shall  mean  any present or future taxes, levies, imposts, duties,
fees, assessments, deductions, withholdings or other charges of whatever nature,
including  without  limitation  income, gross receipts, excise, property, sales,
use,  customs,  value  added,  consumption, transfer, license, payroll, employee
income,  withholding,  social  security,  and  franchise taxes, now or hereafter
imposed  or levied by the United States of America or any Governmental Authority
or  by any department, agency or other political subdivision or taxing authority
thereof  or  therein,  all  deposits  required  in connection therewith, and all
interests,  penalties,  additions  to  tax,  and  other similar Liabilities with
respect  thereto.

     IN  WITNESS WHEREOF, the parties have executed this Agreement as of the day
and  year  first  above  written.

GRLC:

GREENLAND  CORPORATION

By:     /s/  Thomas  Beener
Name:     Thomas  Beener
Title:       Chief  Executive  Officer


COMPANY:

EXPERTHR  OKLAHOMA,  INC

By:     /s/  Jerry  Lassiter
Name:      Jerry  Lassiter
Title:        President


IMTO

IMAGING  TECHNOLOGIES  CORPORATION

By:     /s/  Brian  Bonar
Name:      Brian  Bonar
Title:        Chief  Executive  Officer

<PAGE>
                                   SCHEDULE A
                                  Shareholders


                                 [CONFIDENTIAL]