Exhibit 10.2


ASSIGNMENT AND ASSUMPTION AGREEMENT


ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of July 16, 2009 (this
“Agreement”),
by and among Osler Incorporated, a Nevada corporation (“Assignor”) and
Osler Leasco, Inc., a Delaware corporation (“Assignee”).


R E C I T A L S:


          WHEREAS, Assignor is the owner of
all of
the issued and outstanding capital stock of Assignee. Assignee is a
newly-formed wholly owned subsidiary of Assignor which was organized to
acquire, and pursuant to this Agreement will acquire substantially all the
assets and liabilities of Assignor. Assignor is a shell corporation and prior
to and following the transactions contemplated by this Agreement has no present
business or operations;


          WHEREAS, concurrently with, and as a
condition to the execution of this Agreement, Assignor, the Assignee and Mr.
Greg Chapman (“Buyer”), will enter into a Split-Off Agreement in
substantially the form set forth as Exhibit A attached hereto (the “Split-Off
Agreement”), pursuant to which Buyer will acquire all of the issued and outstanding shares of capital stock of
Assignee, and will assume, as between Assignor and Buyer, all
responsibilities for any debts, obligations and liabilities of Assignee, except
for the liabilities set forth on Exhibit B attached hereto (the “Excluded
Liabilities”), on the terms and subject to the conditions specified in the
Split-Off Agreement, in consideration of
30,000,000 of shares of Assignor common stock beneficially owned by Buyer and
the payment to Buyer of Twenty-Eight Thousand and No/100 dollars ($28,000.00),
the receipt of which Buyer hereby acknowledges.


          NOW, THEREFORE, in consideration of
the
premises and the covenants, promises, and agreements herein set forth and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending legally to be bound, agree
as follows:






1.          Contribution of
Assets. Effective as of
the Closing of the transactions contemplated by the Split-Off Agreement, (the “Effective
Time”) Assignor hereby assigns, transfers, conveys and delivers to Assignee
and Assignee hereby accepts from Assignor, all of Assignor’s right, title and
interest, if any, in all Assignor Assets (as defined below).


             (a)     As
used in this Agreement “Assets” means assets, properties and rights (including
goodwill), wherever located (including in the possession of vendors or other
third parties or elsewhere), whether real, personal or mixed, tangible,
intangible or contingent, in each case whether or not recorded or reflected or
required to be recorded or reflected on the books and records or financial
statements of any person, including the following: (i) all accounting and other
books, records and files whether in paper, microfilm, microfiche, computer tape
or disc, magnetic tape or any other form; (ii) all computers and other
electronic data processing equipment, fixtures, machinery, equipment,
furniture, office equipment, motor vehicles and other transportation equipment,
special and general tools, prototypes and models and other tangible personal
property; (iii) all inventories of materials, parts, raw materials, supplies,
work-in-process and finished goods and products; (iv) all interests in real
property of whatever nature, including easements, whether as owner, mortgagee
or holder of a security interest, lessor, sublessor, lessee, sublessee or
otherwise; (v) all loans, advances or other extensions of credit or capital
contributions to any person; and all other investments in securities of any
Person; (vi) all license agreements, leases of personal property, real property
or mineral rights, open purchase orders for raw materials, supplies, parts or
services, unfilled orders for the manufacture and sale of products and other
contracts, agreements or commitments; (vii) all deposits, letters of credit and
performance and surety bonds; (viii) all written technical information, data,
specifications, research and development information, engineering drawings,
operating and maintenance manuals, and materials and analyses prepared by
consultants and other third parties; (ix) all intellectual property and
licenses from third persons granting the right to use any intellectual
property; (x) all computer applications, programs and other software, including
operating software, network software, firmware, middleware, design software,
design tools, systems documentation and instructions; (xi) all cost
information, sales and pricing data, customer prospect lists, supplier records,
customer and supplier lists, customer and vendor data, correspondence and
lists, product literature, artwork, design, development and manufacturing
files, vendor and customer drawings, formulations and specifications, quality
records and reports and other books, records, studies, surveys, reports, plans
and documents; (xii) all prepaid expenses, trade accounts and other accounts
and notes receivables; (xiii) all rights under contracts or agreements, all
claims or rights against any person arising from the ownership of any Asset,
all rights in connection with any bids or offers and all claims, choses in
action or similar rights, whether accrued or contingent; (xiv) all rights under
insurance policies and all rights in the nature of insurance, indemnification
or contribution; (xv) all licenses (including radio and similar licenses),
permits, approvals and authorizations which have been issued by any
governmental authority; (xvi) cash or cash equivalents, bank accounts, lock
boxes and other deposit arrangements; and (xvii) interest rate, currency,
commodity or other swap, collar, cap or other hedging or similar agreements or
arrangements.


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            (b)     As
used in this Agreement “Assignor Assets” shall mean (without duplication) the
following Assets other than those Assets set forth on Exhibit B (the “Excluded
Assets”): (i) all Assets reflected in the Balance Sheet of Assignor as of
March 31, 2009 (Unaudited) as set forth in Assignor’s Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2009 filed with the Securities
and Exchange Commission on May 20, 2009 (the “Assignor Balance Sheet”); (ii)
all Assets that have been written off, expensed or fully depreciated that, had
they not been written off, expensed or fully depreciated, would have been
reflected in the Assignor Balance Sheet in accordance with the principles and
accounting policies under which the Assignor Balance Sheet was prepared; (iii)
all Assets acquired by Assignor after the date of the Assignor Balance Sheet
that would be reflected in the balance sheet of Assignor as of the Effective
Time if such balance sheet was prepared using the same principles and
accounting policies under which the Assignor Balance Sheet was prepared; (iv)
all Assets that should have been reflected in the Assignor Balance Sheet as of
the Effective Time but are not reflected in the Assignor Balance Sheet for any
reason; (v) all Assignor contracts; (vi) all intellectual property owned or
controlled by Assignor and used exclusively in Assignor’s business as of
immediately prior to the Closing, which shall include, without limitation, the
tradename and trademarks “Osler” and any Internet domain name used in
connection with such business as of immediately prior to the Closing.
Notwithstanding the foregoing, the Assignor shall have the right to use the
name Osler as its corporate name indefinitely.


2.          Assumption of
Liabilities. Effective as
of the Effective Time, Assignee hereby assumes and agrees faithfully to perform
and fulfill all the Assignor Liabilities (as defined below), in accordance with
their respective terms. Thereafter, Assignee shall be responsible for all
Assignor Liabilities held by Assignor, regardless of when or where such
Liabilities (as defined below) arose or arise, or whether the facts on which
they are based occurred prior to, on or after the date hereof, regardless of
where or against whom such Liabilities are asserted or determined (including
any Assignor Liabilities arising out of claims made by Assignor’s or Assignee’s
respective directors, officers, consultants, independent contractors, employees
or agents against Assignor or Assignee or their respective affiliates) or
whether asserted or determined prior to the date hereof, and regardless of
whether arising from or alleged to arise from negligence, recklessness,
violation of law, misrepresentation by Assignor or Assignee or any of their
respective directors, officers, employees or agents.


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          (a)     As
used in this Agreement “Liabilities” means all debts, liabilities, guarantees,
assurances, commitments and obligations, whether fixed, contingent or absolute,
asserted or unasserted, matured or unmatured, liquidated or unliquidated,
accrued or not accrued, known or unknown, due or to become due, whenever or
however arising (including, without limitation, whether arising out of any
contract or tort based on negligence or strict liability) and whether or not
the same would be required by generally accepted principles and accounting
policies to be reflected in financial statements or disclosed in the notes
thereto.


          (b)     As
used in this Agreement “Assignor Liabilities” shall mean (without duplication)
the following Liabilities other than the Excluded Liabilities set forth on Exhibit
B: (i) all Liabilities reflected in the Assignor Balance Sheet, subject to any
discharge of such Liabilities subsequent to the date of the Assignor Balance
Sheet; (ii) all Liabilities of Assignor or its subsidiaries that arose after
the date of the Assignor Balance Sheet that would be reflected in the balance
sheet of Assignor as of the Effective Time if such balance sheet was prepared
using the same principles and accounting policies under which the Assignor
Balance Sheet was prepared; (iii) all Liabilities that should have been reflected
in the Assignor Balance Sheet as of the Effective Time but are not reflected in
the Assignor Balance Sheet for any reason; (iv) all Assignor Contingent
Liabilities (as defined below); (v) all Liabilities, whether arising before, on
or after the Effective Time, substantially or exclusively relating to, arising
out of or resulting from: (1) the operation of Assignor’s business, as
conducted at any time prior to the Effective Time (including any Liability
relating to, arising out of or resulting from any act or failure to act by any
director, officer, employee, agent or representative (whether or not such act
or failure to act is or was within such person’s authority)); (2) the operation
of any business conducted by Assignee at any time after the Effective Time
(including any Liability relating to, arising out of or resulting from any act
or failure to act by any director, officer, employee, agent or representative
(whether or not such act or failure to act is or was within such person’s
authority)); or (3) any Assignor Assets; (vi) outstanding indebtedness of
Assignor as set forth on the Assignor Balance Sheet; (vii) all other
Liabilities of Assignor with respect to any matter occurring prior to the
Effective Time including, without limitation, Liabilities relating to any acts
of fraud, deceit, misrepresentations to third parties or indebtedness not
reflected on the Assignor Balance Sheet; and (vii) all Liabilities that are
expressly contemplated by this Agreement or the Split-Off Agreement as
Liabilities to be assumed by Assignee, and all agreements, obligations and
Liabilities of Assignee under this Agreement.


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          (c)     As
used in this Agreement “Assignor Contingent Liabilities” shall mean any
Liability, of Assignor or Assignee that substantially or exclusively relates to
the business of Assignor, as such business was conducted immediately prior to
the Effective Time, whenever arising, to any person, if and to the extent that
(i) such Liability arises out of the events, acts or omissions occurring as of
or before the Effective Time and (ii) the existence or scope of the obligation
of Assignor or Assignee as of the Effective Time with respect to such Liability
was not acknowledged, fixed or determined in any material respect, due to a
dispute or other uncertainty as of the Effective Time or as a result of the
failure of such Liability to have been discovered or asserted as of the
Effective Time (it being understood that the existence of a litigation or other
reserve with respect to any Liability shall not be sufficient for such
Liability to be considered acknowledged, fixed or determined). In the case of
any Liability a portion of which arises out of events, acts or omissions
occurring prior to the Effective Time and a portion of which arises out of events,
acts or omissions occurring after the Effective Time, only that portion that
arises out of events, acts or omissions occurring prior to the Effective Time
shall be considered a Assignor Contingent Liability. For purposes of the
foregoing, a Liability shall be deemed to have arisen out of events, acts or
omissions occurring prior to the Effective Time if all the elements necessary
for the assertion of a claim with respect to such Liability shall have occurred
prior to the Effective Time, such that the claim, were it asserted in an action
prior to the Effective Time, would not be dismissed by a court on ripeness or
similar grounds. For purposes of clarification of the foregoing, the parties
agree that no Liability relating to, arising out of or resulting from any
obligation of any person to perform the executory portion of any contract or
agreement existing as of the Effective Time, shall be deemed to be an Assignor
Contingent Liability. Additionally, the parties agree that liabilities relating
to any acts of fraud, deceit, misrepresentations to third parties or
indebtedness not revealed to the Assignor at or prior to the closing event
shall not be deemed an Assignor Liability.


3.          Mistaken Assignments and
Assumptions.
In addition to those transfers and assumptions accurately identified and
designated by the parties to take place but which the parties are not able to
effect prior to the Effective Time, there may exist (i) Assets that the parties
discover were, contrary to the agreements between the parties, by mistake,
unintentional omission or otherwise, transferred to Assignee or retained by
Assignor or (ii) Liabilities that the parties discover were, contrary to the
agreements between the parties, by mistake, unintentional omission or otherwise,
assumed by Assignee or not assumed by Assignee. The parties shall cooperate in
good faith to effect the transfer or re-transfer of such Assets, and/or the
assumption or re-assumption of such Liabilities, to or by the appropriate
party.


5






4.          Exercise of Rights and
Remedies. Except
as otherwise provided herein, no delay of or omission in the exercise of any
right, power or remedy accruing to any party as a result of any breach or
default by any other party under this Agreement shall impair any such right,
power or remedy, nor shall it be construed as a waiver of or acquiescence in
any such breach or default, or of any similar breach or default occurring
later; nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default occurring before or after that waiver.


5.          Time. Time is of the
essence with
respect to this Agreement.


6.          Reformation and
Severability. In case
any provision of this Agreement shall be invalid, illegal or unenforceable, it
shall, to the extent possible, be modified in such manner as to be valid, legal
and enforceable but so as to most nearly retain the intent of the parties, and
if such modification is not possible, such provision shall be severed from this
Agreement, and in either case the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.


7.          Further Acts.
Assignor and Assignee
shall execute any and all documents and perform such other acts which may be
reasonably necessary to effectuate the purposes of this Agreement.


8.           Entire
Agreement; Amendments. This Agreement contains the entire
understanding of the parties relating to the subject matter contained herein.
This Agreement cannot be amended or changed except through a written instrument
signed by all of the parties hereto.


9.          Assignment. No party
may assign his or
its rights or obligations hereunder, in whole or in part, without the prior
written consent of the other parties.


10.          Governing Law. This
Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts or choice of laws thereof.


11.          Counterparts. This
Agreement may be
executed in one or more counterparts, with the same effect as if all parties
had signed the same document. Each such counterpart shall be an original, but
all such counterparts taken together shall constitute a single agreement. In
the event that any signature is delivered by facsimile transmission, such
signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force
and effect as if such facsimile signature page was an original thereof.


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12.          Section Headings and
Gender. The
Section headings used herein are inserted for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement. All
personal pronouns used in this Agreement shall include the other genders,
whether used in the masculine, feminine or neuter, and the singular shall
include the plural, and vice versa, whenever and as often as may
be appropriate.


13.          Construction. The
parties hereto have
participated jointly in the negotiation and drafting of this Agreement. If an
ambiguity or question of intent or interpretation arises, this Agreement will
be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof will arise favoring or disfavoring any party because of the
authorship of any provision of this Agreement. Any reference to any federal,
state, local, or foreign law will be deemed also to refer to such law as
amended and all rules and regulations promulgated thereunder, unless the
context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” The words “this
Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import
refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation,
warranty, and covenant contained herein will have independent significance. If
any party hereto has breached any representation, warranty, or covenant
contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which that party has not
breached will not detract from or mitigate the fact that such party is in
breach of the first representation, warranty, or covenant.


14.          Books and Records.
Assignor shall have
the right to retain a copy of all books, records, work papers, corporate
charter documents and agreements to which the Assignor is a party and any other
material the Assignor deems advisable or in the best interest of the Assignor’s
business notwithstanding whether such documentation or materials constitute Assignor
Assets assigned hereunder.


 [Signature page
follows this page.]


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


	
  

 	
  

 	
  

 
	
 ASSIGNOR:

 
	
  

 
	
 OSLER
 INCORPORATED

 
	
  

 
	
 By:

 	
  /s/ Lance Friedman

 	
  

 
	
  

 	 

 	
  

 
	
 Name: Lance Friedman

 
	
 Title: CEO and Sole
 Director

 
	
  

 
	
 ASSIGNEE

 
	
  

 
	
 OSLER
 LEASCO, INC.

 
	
  

 
	
 By:

 	
  /s/ Lance Friedman

 	
  

 
	
  

 	 

 	
  

 
	
 Name: Lance Friedman

 
	
 Title: CEO and Sole
 Director

 


8






Exhibit A 


SPLIT-OFF AGREEMENT


          SPLIT-OFF AGREEMENT, dated as of July 16,
2009 (this “Agreement”), by and among Osler Incorporated, a Nevada
corporation (“Seller” or the “Company”), Mr. Greg Chapman (“Buyer”),
and Osler Leasco, Inc., a Delaware corporation (“OLI”).


R E C I T A L S:


          WHEREAS, Seller is the owner of all of
the issued and outstanding capital stock of OLI. OLI is a wholly owned
subsidiary of Seller which was organized to acquire, and prior to the closing
of the contemplated transaction has acquired substantially all the assets and
liabilities of Seller. Seller is a shell corporation and prior to and following
the transactions contemplated by this Agreement has no present business or
operations;


          WHEREAS, Buyer desires to purchase the OLI
Shares (as defined in Section 1.1) from Seller, and to assume, as
between Seller and Buyer, all responsibilities for any debts, obligations and
liabilities of OLI, on the terms and subject to the conditions specified in
this Agreement; and


          WHEREAS, Seller desires to sell and
transfer the OLI Shares to the Buyer, on the terms and subject to the
conditions specified in this Agreement.


          NOW, THEREFORE, in consideration of the
premises and the covenants, promises, and agreements herein set forth and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending legally to be bound, agree
as follows.


I.          PURCHASE AND SALE OF STOCK.


1.1          Purchased
OLI Shares. Subject to the terms and conditions provided below,
Seller shall sell and transfer to Buyer and Buyer shall purchase from Seller,
on the Closing Date (as defined in Section 1.3), all the issued and
outstanding shares of capital stock of OLI (the “OLI Shares”).


1.2          Purchase Price. The purchase price for the OLI Shares shall be the transfer and
delivery by Buyer to Seller of 30,000,000 shares of common stock of Seller that
buyer owns (the “Purchase Price Shares”), deliverable as provided in Section
2.2 together with Twenty-Eight Thousand and No/100 dollars ($28,000.00)
that has previously been received by the Buyer.


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1.3          Closing.
The closing of the transactions contemplated in this Agreement (the “Closing”)
shall take place at the offices of Seller upon the execution of this Agreement.
The date on which the Closing occurs shall be referred to herein as the Closing
Date (the “Closing Date”).


II.          CLOSING.


2.1          Transfer of OLI Shares. At the Closing, Seller shall deliver to Buyer certificates representing
the OLI Shares, duly endorsed to Buyer or as directed by Buyer, which delivery
shall vest Buyer with good and marketable title to all of the issued and
outstanding shares of capital stock of OLI, free and clear of all liens and
encumbrances.


2.2          Payment of Purchase Price. At the Closing, Buyer shall deliver to Seller a
certificate or certificates representing the Purchase Price Shares duly
endorsed to Seller, which delivery shall vest Seller with good and marketable
title to the Purchase Price Shares, free and clear of all liens and
encumbrances. The Purchase Price Shares shall be delivered by the Buyer to the
Seller’ Transfer Agent with instructions that the Purchase Price Shares be
cancelled and returned to treasury.


2.3          Transfer of Records. On or before the Closing, Seller shall arrange for transfer to OLI all
existing corporate books and records in Seller’s possession relating to OLI and
its business, including but not limited to all agreements, litigation files,
real estate files, intellectual property, Internet domain names, personnel
files and filings with governmental agencies; provided, however,
when any such documents relate to both Seller and OLI, only copies of such
documents need be furnished. On or before the Closing, Buyer and OLI shall
transfer to Seller all existing corporate books and records in the possession
of Buyer or OLI relating to Seller, including but not limited to all corporate
minute books, stock ledgers, certificates and corporate seals of Seller and all
agreements, litigation files, real property files, personnel files and filings
with governmental agencies; provided, however, when any such
documents relate to both Seller and OLI or its business, only copies of such
documents need be furnished.


III.          BUYER’S REPRESENTATIONS AND
WARRANTIES. Buyer represents
and warrants to Seller that:


3.1          Capacity and Enforceability. Buyer has the legal capacity to execute and
deliver this Agreement and the documents to be executed and delivered by Buyer
at the Closing pursuant to the transactions contemplated hereby. This Agreement
and all such documents constitute valid and binding agreements of Buyer,
enforceable in accordance with their terms.


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3.2          Compliance.
Neither the execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby by Buyer will result in the breach of any
term or provision of, or constitute a default under, or violate any agreement,
indenture, instrument, order, law or regulation to which Buyer is a party or by
which Buyer is bound.


3.3          Purchase for Investment. Buyer is financially able to bear the economic
risks of acquiring an interest in OLI and the other transactions contemplated hereby,
and has no need for liquidity in this investment. Buyer has such knowledge and
experience in financial and business matters in general and with respect to
businesses of a nature similar to the business of OLI so as to be capable of
evaluating the merits and risks of, and making an informed business decision
with regard to, the acquisition of the OLI Shares. Buyer is acquiring the OLI
Shares solely for his own account and not with a view to or for resale in
connection with any distribution or public offering thereof, within the meaning
of any applicable securities laws and regulations, unless such distribution or
offering is registered under the Securities Act of 1933, as amended (the “Securities
Act”), or an exemption from such registration is available. Buyer has
(i) received all the information he has deemed necessary to make an
informed investment decision with respect to the acquisition of the OLI Shares;
(ii) had an opportunity to make such investigation as he has desired
pertaining to OLI and the acquisition of an interest therein and to verify the
information which is, and has been, made available to him; and (iii) had
the opportunity to ask questions of Seller concerning OLI. Buyer acknowledges
that Buyer is an officer and director of Seller and OLI and, as such, has
actual knowledge of the business, operations and financial affairs of OLI.
Buyer has received no public solicitation or advertisement with respect to the
offer or sale of the OLI Shares. Buyer realizes that the OLI Shares are “restricted
securities” as that term is defined in Rule 144 promulgated by the Securities
and Exchange Commission under the Securities Act, the resale of the OLI Shares
is restricted by federal and state securities laws and, accordingly, the OLI
Shares must be held indefinitely unless their resale is subsequently registered
under the Securities Act or an exemption from such registration is available
for their resale. Buyer understands that any resale of the OLI Shares by him
must be registered under the Securities Act (and any applicable state
securities law) or be effected in circumstances that, in the opinion of counsel
for OLI at the time, create an exemption or otherwise do not require
registration under the Securities Act (or applicable state securities laws).
Buyer acknowledges and consents that certificates now or hereafter issued for
the OLI Shares will bear a legend substantially as follows:


A-3






THE SECURITIES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE
“STATE ACTS”), HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER THE STATE ACTS OR
EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN
THE CASE OF THE SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE
SECURITIES ACT AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH
TRANSFER, THE ISSUER OF THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF
COUNSEL OPINING AS TO THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND
QUALIFICATION AND/OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT
ANY SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES LAWS.


Buyer understands that the OLI Shares are
being sold to him pursuant to the exemption from registration contained in
Section 4(1) of the Securities Act and that the Seller is relying upon the
representations made herein as one of the bases for claiming the Section 4(1)
exemption.


3.4          Liabilities. Following the Closing, Seller will have no liability for any debts,
liabilities or obligations of OLI or its business or activities, and there are
no outstanding guaranties, performance or payment bonds, letters of credit or
other contingent contractual obligations that have been undertaken by Seller
directly or indirectly in relation to OLI or its business and that may survive
the Closing.


3.5          Title to Purchase Price Shares. Buyer is the sole record and beneficial owner
of the Purchase Price Shares. At Closing, Buyer will have good and marketable
title to the Purchase Price Shares, which Purchase Price Shares are, and at the
Closing will be, free and clear of all options, warrants, pledges, claims,
liens, and encumbrances and any restrictions or limitations prohibiting or
restricting transfer to Seller, except for restrictions on transfer as
contemplated by applicable securities laws.


IV.          SELLER’S AND OLI’
REPRESENTATIONS AND WARRANTIES. Seller and OLI, jointly and severally, represent and warrant to Buyer
that:


4.1          Organization and Good Standing. Seller is a corporation duly incorporated,
validly existing, and in good standing under the laws of the State of Nevada.
OLI is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.


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4.2          Authority and Enforceability. The execution and delivery of this Agreement and
the documents to be executed and delivered at the Closing pursuant to the
transactions contemplated hereby, and performance in accordance with the terms
hereof and thereof, have been duly authorized by Seller and all such documents
constitute the valid and binding agreements of Seller enforceable in accordance
with their terms.


4.3          Title to OLI Shares. Seller is the sole record and beneficial owner of the OLI Shares. At
Closing, Seller will have good and marketable title to the OLI Shares, which OLI
Shares are, and at the Closing will be, free and clear of all options,
warrants, pledges, claims, liens and encumbrances, and any restrictions or
limitations prohibiting or restricting transfer to Buyer, except for
restrictions on transfer as contemplated by Section 3.3 above. The OLI
Shares constitute all of the issued and outstanding shares of capital stock of
OLI.


4.4          WARN Act.
OLI does not have a sufficient number of employees to make it subject to the
Worker Adjustment and Retraining Notification Act (“WARN Act”).


V.          OBLIGATIONS OF BUYER PENDING
CLOSING. Buyer covenants and
agrees that between the date hereof and the Closing:


5.1          Not Impair Performance. Buyer shall not take any intentional action that would cause the conditions
upon the obligations of the parties hereto to effect the transactions
contemplated hereby not to be fulfilled, including, without limitation, taking
or causing to be taken any action that would cause the representations and
warranties made by any party herein not to be true, correct and accurate as of
the Closing, or in any way impairing the ability of Seller to satisfy its
obligations as provided in Article VI.


5.2          Assist Performance. Buyer shall exercise its reasonable best efforts to cause to be
fulfilled those conditions precedent to Seller’s obligations to consummate the
transactions contemplated hereby which are dependent upon actions of Buyer and
to make and/or obtain any necessary filings and consents in order to consummate
the sale transaction contemplated by this Agreement.


A-5






VI.          OBLIGATIONS OF SELLER PENDING
CLOSING. Seller covenants
and agrees that between the date hereof and the Closing:


6.1          Business as Usual. OLI shall operate and Seller shall cause OLI to operate in accordance
with past practices and shall use best efforts to preserve its goodwill and the
goodwill of its employees, customers and others having business dealings with
OLI. Without limiting the generality of the foregoing, from the date of this Agreement
until the Closing Date, OLI shall (a) make all normal and customary
repairs to its equipment, assets and facilities, (b) keep in force all
insurance, (c) preserve in full force and effect all material franchises,
licenses, contracts and real property interests and comply in all material
respects with all laws and regulations, (d) collect all accounts
receivable and pay all trade creditors in the ordinary course of business at
intervals historically experienced, and (e) preserve and maintain OLI’s
assets in their current operating condition and repair, ordinary wear and tear
excepted. OLI shall not (i) amend, terminate or surrender any material
franchise, license, contract or real property interest, or (ii) sell or
dispose of any of its assets except in the ordinary course of business. Neither
OLI nor Buyer shall take or omit to take any action that results in Seller
incurring any liability or obligation prior to or in connection with the
Closing.


6.2          Not Impair Performance. Seller shall not take any intentional action that would cause the
conditions upon the obligations of the parties hereto to effect the
transactions contemplated hereby not to be fulfilled, including, without
limitation, taking or causing to be taken any action which would cause the
representations and warranties made by any party herein not to be materially
true, correct and accurate as of the Closing, or in any way impairing the
ability of Buyer to satisfy his obligations as provided in Article V.


6.3          Assist Performance. Seller shall exercise its reasonable best efforts to cause to be
fulfilled those conditions precedent to Buyer’s obligations to consummate the
transactions contemplated hereby which are dependent upon the actions of Seller
and to work with Buyer to make and/or obtain any necessary filings and
consents. Seller shall cause OLI to comply with its obligations under this
Agreement.


VII.          SELLER’S AND OLI’ CONDITIONS
PRECEDENT TO CLOSING. The
obligations of Seller and OLI to close the transactions contemplated by this
Agreement are subject to the satisfaction at or prior to the Closing of each of
the following conditions precedent (any or all of which may be waived by Seller
in writing):


7.1          Representations and Warranties; Performance. All representations and warranties of Buyer
contained in this Agreement shall have been true and correct, in all material
respects, when made and shall be true and correct, in all material respects, at
and as of the Closing, with the same effect as though such representations and
warranties were made at and as of the Closing. Buyer shall have performed and
complied with all covenants and agreements and satisfied all conditions, in all
material respects, required by this Agreement to be performed or complied with or
satisfied by Buyer at or prior to the Closing, including delivery of the
Purchase Price Shares by the Buyer to the Seller’ Transfer Agent with
instructions that the Purchase Price Shares be cancelled and returned to
treasury.


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7.2          Additional Documents. Buyer shall deliver or cause to be delivered such additional documents
as may be necessary in connection with the consummation of the transactions
contemplated by this Agreement and the performance of their obligations
hereunder.


7.3          Release by OLI. At the Closing, OLI shall execute and deliver to Seller a general
release which in substance and effect releases Seller from any and all
liabilities and obligations that Seller may owe to OLI in any capacity and from
any and all claims that OLI may have against Seller or its managers, members,
officers, directors, stockholders, employees and agents (other than those
arising pursuant to this Agreement or any document delivered in connection with
this Agreement).


VIII.          BUYER’S CONDITIONS PRECEDENT TO
CLOSING. The obligation of
Buyer to close the transactions contemplated by this Agreement is subject to
the satisfaction at or prior to the Closing of each of the following conditions
precedent (any and all of which may be waived by Buyer in writing):


8.1          Representations and Warranties; Performance. All representations and warranties of Seller
and OLI contained in this Agreement shall have been true and correct, in all
material respects, when made and shall be true and correct, in all material
respects, at and as of the Closing with the same effect as though such
representations and warranties were made at and as of the Closing. Seller and
OLI shall have performed and complied with all covenants and agreements and
satisfied all conditions, in all material respects, required by this Agreement
to be performed or complied with or satisfied by them at or prior to the
Closing, including delivery to Buyer of the OLI Shares.


IX.          OTHER AGREEMENTS.  


9.1          Expenses.
Each party hereto shall bear its expenses separately incurred in connection
with this Agreement and with the performance of its obligations hereunder.


9.2          Confidentiality. The parties hereto shall not make any public announcements concerning
this transaction other than in accordance with mutual agreement reached prior
to any such announcement(s) and other than as may be required by applicable law
or judicial process. If for any reason the transactions contemplated hereby are
not consummated, then Buyer shall return any information received by Buyer from
Seller or OLI, and Buyer shall cause all confidential information obtained by
Buyer concerning OLI and its business to be treated as such.


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9.3          Brokers’ Fees. No party to this Agreement has employed the services of a broker and
each agrees to indemnify the other against all claims of any third parties for
fees and commissions of any brokers claiming a fee or commission related to the
transactions contemplated hereby.


9.4          Access to Information Post-Closing; Cooperation.


(a)          Following the Closing, Buyer and OLI shall afford
to Seller and its authorized accountants, counsel, and other designated
representatives reasonable access (and including using reasonable efforts to
give access to persons or firms possessing information) and duplicating rights
during normal business hours to allow records, books, contracts, instruments,
computer data and other data and information (collectively, “Information”)
within the possession or control of Buyer or OLI insofar as such access is
reasonably required by Seller. Information may be requested under this Section
9.4(a) for, without limitation, audit, accounting, claims, litigation and
tax purposes, as well as for purposes of fulfilling disclosure and reporting
obligations and performing this Agreement and the transactions contemplated
hereby. No files, books or records of OLI existing at the Closing Date shall be
destroyed by Buyer or OLI after Closing but prior to the expiration of any
period during which such files, books or records are required to be maintained
and preserved by applicable law without giving the Seller at least 30 days’
prior written notice, during which time Seller shall have the right to examine
and to remove any such files, books and records prior to their destruction.


(b)          Following the Closing, Seller shall afford to OLI
and its authorized accountants, counsel and other designated representatives
reasonable access (including using reasonable efforts to give access to persons
or firms possessing information) duplicating rights during normal business
hours to Information within Seller’s possession or control relating to the
business of OLI. Information may be requested under this Section 9.4(b)
for, without limitation, audit, accounting, claims, litigation and tax purposes
as well as for purposes of fulfilling disclosure and reporting obligations and
for performing this Agreement and the transactions contemplated hereby. No
files, books or records of OLI existing at the Closing Date shall be destroyed
by Seller after Closing but prior to the expiration of any period during which
such files, books or records are required to be maintained and preserved by
applicable law without giving the Buyer at least 30 days prior written notice,
during which time Buyer shall have the right to examine and to remove any such
files, books and records prior to their destruction.


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(c)          At all times following the Closing, Seller, Buyer
and OLI shall use reasonable efforts to make available to the other party on
written request, the current and former officers, directors, employees and
agents of Seller or OLI for any of the purposes set forth in Section 9.4(a)
or (b) above or as witnesses to the extent that such persons may reasonably
be required in connection with any legal, administrative or other proceedings
in which Seller or OLI may from time to be involved.


(d)          The party to whom any Information or witnesses
are provided under this Section 9.4 shall reimburse the provider thereof
for all out-of-pocket expenses actually and reasonably incurred in providing
such Information or witnesses.


(e)          Seller, Buyer, OLI and their respective employees
and agents shall each hold in strict confidence all Information concerning the
other party in their possession or furnished by the other or the other’s
representative pursuant to this Agreement with the same degree of care as such
party utilizes as to such party’s own confidential information (except to the
extent that such Information is (i) in the public domain through no fault
of such party or (ii) later lawfully acquired from any other source by
such party), and each party shall not release or disclose such Information to
any other person, except such party’s auditors, attorneys, financial advisors,
bankers, other consultants and advisors or persons with whom such party has a
valid obligation to disclose such Information, unless compelled to disclose
such Information by judicial or administrative process or, as advised by its
counsel, by other requirements of law.


(f)          Seller, Buyer and OLI shall each use their best
efforts to forward promptly to the other party all notices, claims,
correspondence and other materials which are received and determined to pertain
to the other party.


9.5          Guarantees, Surety Bonds and Letter of Credit Obligations. In the event that Seller is obligated for any
debts, obligations or liabilities of OLI by virtue of any outstanding
guarantee, performance or surety bond or letter of credit provided or arranged
by Seller on or prior to the Closing Date, Buyer and OLI shall use best efforts
to cause to be issued replacements of such bonds, letters of credit and
guarantees and to obtain any amendments, novations, releases and approvals
necessary to release and discharge fully Seller from any liability thereunder
following the Closing. Buyer and OLI, jointly and severally, shall be
responsible for, and shall indemnify, hold harmless and defend Seller from and
against, any costs or losses incurred by Seller arising from such bonds,
letters of credits and guarantees and any liabilities arising therefrom and
shall reimburse Seller for any payments that Seller may be required to pay
pursuant to enforcement of its obligations relating to such bonds, letters of
credit and guarantees.


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9.6          Filings and Consents. Buyer, at its risk, shall determine what, if any, filings and consents
must be made and/or obtained prior to Closing to consummate the purchase and
sale of the OLI Shares. Buyer shall indemnify the Seller Indemnified Parties
(as defined in Section 11.1 below) against any Losses (as defined in Section
11.1 below) incurred by any Seller Indemnified Parties by virtue of the
failure to make and/or obtain any such filings or consents. Recognizing that
the failure to make and/or obtain any filings or consents may cause Seller to
incur Losses or otherwise adversely affect Seller, Buyer and OLI confirm that
the provisions of this Section 9.6 will not limit Seller’s right to
treat such failure as the failure of a condition precedent to Seller’s
obligation to close pursuant to Article VII above.


9.7          Insurance.
Buyer acknowledges that on the Closing Date, effective as of the Closing, all
insurance coverage and bonds provided by Seller for OLI, and all certificates
of insurance evidencing that OLI maintains any required insurance by virtue of
insurance provided by Seller, will terminate with respect to any insured
damages resulting from matters occurring subsequent to Closing.


9.8          Agreements Regarding Taxes.


(a) Tax Sharing Agreements. Any tax
sharing agreement between Seller and OLI is terminated as of the Closing Date
and will have no further effect for any taxable year (whether the current year,
a future year, or a past year).


(b) Returns for Periods Through the Closing Date.
Seller will include the income and loss of OLI (including any deferred income
triggered into income by Reg. §1.1502-13 and any excess loss accounts taken
into income under Reg. §1.1502-19) on Seller’s consolidated federal income tax
returns for all periods through the Closing Date and pay any federal income
taxes attributable to such income. Seller and OLI agree to allocate income,
gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing
Period”) and the period after Closing (the “Post-Closing Period”)
based on a closing of the books of OLI and both Seller and OLI agree not to
make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s
items of income, gain, loss, deduction and credit. Seller, OLI and Buyer agree
to report all transactions not in the ordinary course of business occurring on
the Closing Date after Buyer’s purchase of the OLI Shares on OLI’s tax returns
to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to
indemnify Seller for any additional tax owed by Seller (including tax owned by
Seller due to this indemnification payment) resulting from any transaction
engaged in by OLI during the Pre-Closing Period or on the Closing Date after
Buyer’s purchase of the OLI Shares. OLI will furnish tax information to Seller
for inclusion in Seller’s consolidated federal income tax return for the period
which includes the Closing Date in accordance with OLI’s past custom and
practice.


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(c) Audits. Seller will allow OLI and its
counsel to participate at OLI’s expense in any audits of Seller’s consolidated
federal income tax returns to the extent that such audit raises issues that
relate to and increase the tax liability of OLI. Seller shall have the absolute
right, in its sole discretion, to engage professionals and direct the
representation of Seller in connection with any such audit and the resolution
thereof, without receiving the consent of Buyer or OLI or any other party
acting on behalf of Buyer or OLI, provided that Seller will not settle any such
audit in a manner which would materially adversely affect OLI after the Closing
Date unless such settlement would be reasonable in the case of a person that
owned OLI both before and after the Closing Date. In the event that after
Closing any tax authority informs the Buyer or OLI of any notice of proposed
audit, claim, assessment, or other dispute concerning an amount of taxes which
pertain to the Seller, or to OLI during the period prior to Closing, Buyer or
OLI must promptly notify the Seller of the same within 15 calendar days of the
date of the notice from the tax authority. In the event Buyer or OLI does not
notify the Seller within such 15 day period, Buyer and OLI, jointly and
severally, will indemnify the Seller for any incremental interest, penalty or
other assessments resulting from the delay in giving notice. To the extent of
any conflict or inconsistency, the provisions of this Section 9.8 shall control
over the provisions of Section 11.2 below.


(d) Cooperation on Tax Matters. Buyer,
Seller and OLI shall cooperate fully, as and to the extent reasonably requested
by the other party, in connection with the filing of tax returns pursuant to
this Section and any audit, litigation or other proceeding with respect to
taxes. Such cooperation shall include the retention and (upon the other party’s
request) the provision of records and information which are reasonably relevant
to any such audit, litigation or other proceeding and making employees
available on a mutually convenient basis to provide additional information and
explanation of any material provided hereunder. OLI shall (i) retain all
books and records with respect to tax matters pertinent to OLI relating to any
taxable period beginning before the Closing Date until the expiration of the
statute of limitations (and, to the extent notified by Seller, any extensions
thereof) of the respective taxable periods, and to abide by all record
retention agreements entered into with any taxing authority, and (ii) give
Seller reasonable written notice prior to transferring, destroying or
discarding any such books and records and, if the Seller so requests, Buyer
agrees to cause OLI to allow Seller to take possession of such books and
records.


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9.9          ERISA.
Effective as of the Closing Date, OLI shall terminate its participation in, and
withdraw from, all employee benefit plans sponsored by Seller, and Seller and
Buyer shall cooperate fully in such termination and withdrawal. Without
limitation, OLI shall be solely responsible for (i) all liabilities under
those employee benefit plans notwithstanding any status as an employee benefit
plan sponsored by Seller, and (ii) all liabilities for the payment of
vacation pay, severance benefits, and similar obligations, including, without
limitation, amounts which are accrued but unpaid as of the Closing Date with
respect thereto. Buyer and OLI acknowledge that OLI is solely responsible for
providing continuation health coverage, as required under the Consolidated Omnibus
Reconciliation Act of 1985, as amended (“COBRA”), to each person, if
any, participating in an employee benefit plan subject to COBRA with respect to
such employee benefit plan as of the Closing Date, including, without
limitation, any person whose employment with OLI is terminated after the
Closing Date.


X.          TERMINATION. This Agreement may be terminated at, or at any
time prior to, the Closing by mutual written consent of Seller and Buyer.


If this Agreement is terminated as provided
herein, it shall become wholly void and of no further force and effect and
there shall be no further liability or obligation on the part of any party
except to pay such expenses as are required of such party.


XI.          INDEMNIFICATION.


11.1          Indemnification by Buyer. Buyer covenants and agrees to indemnify,
defend, protect and hold harmless Seller, and its officers, directors,
employees, stockholders, agents, representatives and affiliates (collectively,
together with Seller, the “Seller Indemnified Parties”) at all times
from and after the date of this Agreement from and against all losses,
liabilities, damages, claims, actions, suits, proceedings, demands,
assessments, adjustments, costs and expenses (including specifically, but
without limitation, reasonable attorneys’ fees and expenses of investigation),
whether or not involving a third party claim and regardless of any negligence
of any Seller Indemnified Party (collectively, “Losses”), incurred by
any Seller Indemnified Party as a result of or arising from (i) any breach
of the representations and warranties of Buyer set forth herein or in
certificates delivered in connection herewith, (ii) any breach or
non-fulfillment of any covenant or agreement (including any other agreement of
Buyer to indemnify Seller set forth in this Agreement) on the part of Buyer
under this Agreement, (iii) any debt, liability or obligation of OLI,
(iv) the conduct and operations of the business of OLI whether before or
after Closing, (v) claims asserted against OLI whether before or after
Closing, or (vi) any federal or state income tax payable by Seller and
attributable to the transaction contemplated by this Agreement.


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11.2          Third Party Claims.


(a)          Defense.
If any claim or liability (a “Third-Party Claim”) should be asserted
against any of the Seller Indemnified Parties (the “Indemnitee”) by a
third party after the Closing for which Buyer has an indemnification obligation
under the terms of Section 11.1, then the Indemnitee shall notify Buyer
and OLI (the “Indemnitor”) within 20 days after the Third-Party Claim is
asserted by a third party (said notification being referred to as a “Claim
Notice”) and give the Indemnitor a reasonable opportunity to take part in any
examination of the books and records of the Indemnitee relating to such
Third-Party Claim and to assume the defense of such Third-Party Claim and in
connection therewith and to conduct any proceedings or negotiations relating
thereto and necessary or appropriate to defend the Indemnitee and/or settle the
Claim. The expenses (including reasonable attorneys’ fees) of all negotiations,
proceedings, contests, lawsuits or settlements with respect to any Third-Party
Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the
defense of any Third-Party Claim in writing within 20 days after the Claim
Notice of such Third-Party Claim has been delivered, through counsel reasonably
satisfactory to Indemnitee, then the Indemnitor shall be entitled to control
the conduct of such defense, and any decision to settle such Third-Party Claim,
and shall be responsible for any expenses of the Indemnitee in connection with
the defense of such Third-Party Claim so long as the Indemnitor continues such
defense until the final resolution of such Third-Party Claim. The Indemnitor
shall be responsible for paying all settlements made or judgments entered with
respect to any Third-Party Claim the defense of which has been assumed by the
Indemnitor. Except as provided on subsection (b) below, both the Indemnitor and
the Indemnitee must approve any settlement of a Third Party Claim. A failure by
the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from
any indemnification liability except only to the extent that the Indemnitor is
materially and adversely prejudiced by such failure.


(b)          Failure to Defend. If the Indemnitor shall not agree to assume the defense of any
Third-Party Claim in writing within 20 days after the Claim Notice of such
Third-Party Claim has been delivered, or shall fail to continue such defense
until the final resolution of such Third-Party Claim, then the Indemnitee may
defend against such Third-Party Claim in such manner as it may deem appropriate
and the Indemnitee may settle such Third-Party Claim on such terms as it may
deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for
the amount of all settlement payments and expenses, legal and otherwise,
incurred by the Indemnitee in connection with the defense or settlement of such
Third-Party Claim. If no settlement of such Third-Party Claim is made, then the
Indemnitor shall satisfy any judgment rendered with respect to such Third-Party
Claim before the Indemnitee is required to do so, and pay all expenses, legal
or otherwise, incurred by the Indemnitee in the defense against such
Third-Party Claim.


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11.3          Non-Third-Party Claims. Upon discovery of any claim for which Buyer has an indemnification
obligation under the terms of Section 11.3 which does not involve a
claim by a third party against the Indemnitee, the Indemnitee shall give prompt
notice to Buyer of such claim and, in any case, shall give Buyer such notice
within 30 days of such discovery. A failure by Indemnitee to timely give the
foregoing notice to Buyer shall not excuse Buyer from any indemnification
liability except to the extent that Buyer is materially and adversely
prejudiced by such failure.


11.4          Survival.
Except as otherwise provided in this Section 11.4, all representations
and warranties made by Buyer, OLI and Seller in connection with this Agreement
shall survive the Closing. Anything in this Agreement to the contrary
notwithstanding, the liability of all Indemnitors under this Article XI
shall terminate on the third (3rd) anniversary of the Closing Date, except with respect to
(a) liability for any item as to which, prior to the third (3rd) anniversary of the Closing Date, any Indemnitee
shall have asserted a Claim in writing, which Claim shall identify its basis
with reasonable specificity, in which case the liability for such Claim shall
continue until it shall have been finally settled, decided or adjudicated,
(b) liability of any party for Losses for which such party has an
indemnification obligation, incurred as a result of such party’s breach of any covenant
or agreement to be performed by such party after the Closing,
(c) liability of Buyer for Losses incurred by a Seller Indemnified Party
due to breaches of their representations and warranties in Article III
of this Agreement, and (d) liability of Buyer for Losses arising out of
Third-Party Claims for which Buyer has an indemnification obligation, which
liability shall survive until the statute of limitation applicable to any third
party’s right to assert a Third-Party Claim bars assertion of such claim.


XII.          MISCELLANEOUS.


12.1          Exercise of Rights and Remedies. Except as otherwise provided herein, no delay
of or omission in the exercise of any right, power or remedy accruing to any
party as a result of any breach or default by any other party under this
Agreement shall impair any such right, power or remedy, nor shall it be
construed as a waiver of or acquiescence in any such breach or default, or of
any similar breach or default occurring later; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
occurring before or after that waiver.


12.2          Time.
Time is of the essence with respect to this Agreement.


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12.3          Reformation and Severability. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, it shall, to the extent possible, be
modified in such manner as to be valid, legal and enforceable but so as to most
nearly retain the intent of the parties, and if such modification is not
possible, such provision shall be severed from this Agreement, and in either
case the validity, legality and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.


12.4          Further Acts. Seller, Buyer and OLI shall execute any and all documents and perform
such other acts which may be reasonably necessary to effectuate the purposes of
this Agreement.


12.5          Entire Agreement; Amendments. This Agreement contains the entire
understanding of the parties relating to the subject matter contained herein.
This Agreement cannot be amended or changed except through a written instrument
signed by all of the parties hereto.


12.6          Assignment.
No party may assign his or its rights or obligations hereunder, in whole or in
part, without the prior written consent of the other parties.


12.7          Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to principles of conflicts
or choice of laws thereof.


12.8          Counterparts. This Agreement may be executed in one or more counterparts, with the
same effect as if all parties had signed the same document. Each such
counterpart shall be an original, but all such counterparts taken together
shall constitute a single agreement. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile
signature page was an original thereof.


12.9          Section Headings and Gender. The Section headings used herein are inserted
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. All personal pronouns used in this Agreement
shall include the other genders, whether used in the masculine, feminine or
neuter, and the singular shall include the plural, and vice versa, whenever and as
often as may be appropriate.


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12.10          Specific Performance; Remedies. Each of Seller and Buyer and OLI acknowledges
and agrees that the Company would be damaged irreparably if any provision of
this Agreement is not performed in accordance with its specific terms or is
otherwise breached. Accordingly, each of Buyer and OLI agrees that the Company
will be entitled to seek an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically this Agreement and
its terms and provisions in any action instituted in any court of the United
States or any state thereof having jurisdiction over the parties and the
matter, subject to Section 12.7, in addition to any other remedy to
which they may be entitled, at law or in equity. Except as expressly provided
herein, the rights, obligations and remedies created by this Agreement are
cumulative and in addition to any other rights, obligations or remedies
otherwise available at law or in equity, and nothing herein will be considered
an election of remedies.


12.11          Submission to Jurisdiction; Process Agent; No Jury Trial.


(a)          Each party to the Agreement hereby submits to the
jurisdiction of any state or federal court sitting in the State of New York, in
any action arising out of or relating to this Agreement and agrees that all
claims in respect of the action may be heard and determined in any such court.
Each party to the Agreement also agrees not to bring any action arising out of
or relating to this Agreement in any other court. Each party to the Agreement
agrees that a final judgment in any action so brought will be conclusive and
may be enforced by action on the judgment or in any other manner provided at
law or in equity. Each party to the Agreement waives any defense of
inconvenient forum to the maintenance of any action so brought and waives any
bond, surety, or other security that might be required of any other Party with
respect thereto.


(b)          EACH PARTY TO THE AGREEMENT HEREBY AGREES TO
WAIVE HIS OR HER RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS
CONTEMPLATED HEREBY. The scope of this waiver is intended to be all
encompassing of any and all actions that may be filed in any court and that
relate to the subject matter of the transactions, including, contract claims,
tort claims, breach of duty claims, and all other common law and statutory
claims. Each party to the Agreement hereby acknowledges that this waiver is a
material inducement to enter into a business relationship and that they will
continue to rely on the waiver in their related future dealings. Each party to
the Agreement further represents and warrants that it has reviewed this waiver
with its legal counsel, and that each knowingly and voluntarily waives its jury
trial rights following consultation with legal counsel. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of commencement of
any action, this Agreement may be filed as a written consent to trial by a
court.


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12.12          Construction. The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof will arise favoring
or disfavoring any party because of the authorship of any provision of this
Agreement. Any reference to any federal, state, local, or foreign law will be
deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words
“include,” “includes,” and “including” will be deemed to be followed by
“without limitation.” The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. The parties hereto
intend that each representation, warranty, and covenant contained herein will
have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which
that party has not breached will not detract from or mitigate the fact that
such party is in breach of the first representation, warranty, or covenant.


 [Signature page follows this page.]


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IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands as of the day and year first above written.


	
  

 	
  

 	
  

 
	
 SELLER:

 	
  

 
	
  

 	
  

 	
  

 
	
 OSLER
 INCORPORATED

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Lance Friedman

 	
  

 
	
  

 	 

 	
  

 
	
 Name:     Lance Friedman

 
	
 Title:       CEO

 
	
  

 
	
 OLI: 

 
	
  

 
	
 OSLER
 LEASCO, INC.:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 By: 

 	
 /s/ Lance Friedman

 	
  

 
	
  

 	 

 	
  

 
	
 Name:     Lance Friedman

 	
  

 
	
 Title:       CEO

 	
  

 
	
  

 	
  

 	
  

 
	
 BUYER:

 	
  

 
	
  

 	
  

 	
  

 
	
 /s/ Greg
 Chapman

 	
  

 
	 

 	
  

 
	
 Name: Greg
 Chapman

 	
  

 


A-18








Exhibit B 


Excluded Assets and Excluded Liabilities 


Excluded
Assets


That
certain Agreement between Assignor and LBB & Associates Ltd., LLP (“LBB”)
dated July 6, 2009 pursuant to which LBB would provide audit services to the
Assignor together with a retainer of $6,000.00 to be applied to future
services.


Excluded
Liabilities


Liabilities to Assignor under that certain Agreement between Assignor
and Transfer Online, Inc. (“TOL”) dated July 9, 2009 that arise subsequent to
the Closing pursuant to which TOL shall provide transfer agent services to
Assignor.


B-1