AGREEMENT
      AND PLAN OF REORGANIZATION AND

    ASSET
      PURCHASE AGREEMENT

    


    This
      AGREEMENT AND PLAN OF REORGANIZATION AND ASSET PURCHASE
AGREEMENT
      dated as of November 1, 2006 (the "Agreement") is entered into by and between
      PRIMEDGE,
      INC., a Nevada corporation, ("Buyer") and ROYAL PALM CAPITAL
      GROUP, INC., a Florida
      corporation (“Seller”).

    


    PREAMBLE

    


    WHEREAS,
      the strategic intent of the Buyer and Seller pursuant to this Agreement is
      to
      reorganize the
      ownership and control of the Buyer, the Seller and certain subsidiaries of
      the
      Seller as follows:

    


    
      	
            	·	
              Seller
                will receive a principal equity interest in the Buyer with the intent
                that
                the shareholders
                of the Seller will ultimately receive the distribution of the stock
                representing this principal equity
                interest,

            


    

    
      	 	
              ·

            	
              Seller
                will receive the controlling voting interest in the
                Buyer,

            


    

    
      	 	
              ·

            	
              Seller
                intends to use a portion of the principal equity interest in the
                Buyer to
                satisfy a significant
                portion of its debt and the debt of a wholly-owned
                subsidiary,

            


    

    
      	 	
              ·

            	
              Buyer
                will receive the equity ownership interest in certain of Seller’s
                wholly-owned and minority
                owned subsidiaries, which subsidiaries will become subsidiaries of
                the
                Buyer; and

            


    

    


    WHEREAS,
      Seller desires to convey, sell and assign to Buyer all of Seller’ right, title
      and interest in and to the Assets (as more fully described below, the “Assets”),
      upon the terms and conditions contained in
      this
      Agreement; and

    


    WHEREAS,
      Buyer desires to purchase the Assets upon the terms and conditions contained
      in
      this Agreement.

    


    NOW
      THEREFORE, in consideration of the mutual promises and other good and
      valuable consideration,
      the sufficiency of which is hereby acknowledged, the parties agree as
      follows:

    


    1. Sale
      and Purchase of Assets.

    


    1.1
      Sale
      and Purchase of Assets. Subject
      to the terms and conditions of this Agreement,
      Seller shall sell to Buyer, and Buyer shall purchase from Seller, the following
      assets of Seller (the
      “Assets”).

    


    (1) 25,498,335
      shares of common stock in Media Magic, Inc., a Florida corporation (“MMI”),
      representing
      approximately 49%
      of
      the
      issued and outstanding shares of MMI (“MMI Shares”),

    


    (2)
      6,676,249
      shares of common stock in Cirilium Holdings, Inc., a Delaware corporation
      (CRLU”), representing approximately 12%
      of
      the
      issued and outstanding shares of CRLU (“CRLU
      Shares”),

    


    
      
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    2.
      Purchase
      Price; Payment; Allocation.

     

    (3)
      limited
      liability membership interest in STS Technologies, LLC, a Florida limited
      liability company (“STS”),
      representing
      approximately 51% of the issued and outstanding limited liability interest
      in STS (STS Membership Interest”),

    


    (4) 17,186,050
      shares of common stock in the Buyer (“PrimEdge Shares”), representing
      approximately 12.55% of the issued and outstanding shares of the
      Buyer,

    


    (5) Notes
      receivable in the amount of $295,429 (“Notes Receivable”) owed to the Seller by
      parties not affiliated with the Seller, and

    


    (6) cancellation
      of $260,819 in debt (“DigiKidz Debt”) owed to the Seller by DigiKidz,
      Inc., a Delaware corporation and 95.1% owned subsidiary of the Buyer
      (“DigiKidz”).

    


    1.2
      Liabilities
      Excluded. In
      connection with Buyer’s purchase of the Assets, Buyer shall
      not
      assume or become responsible for any of the indebtedness, liabilities or
      obligations of Seller (the “Liabilities”).

     

    2.1 Purchase
      Price. The
      purchase price for the Assets shall be paid by delivery to Seller
      at
      the Closing, of the following:

    


    (1) a
      certificate evidencing an aggregate of one shares (1) of Series A Preferred
      Stock of
      the
      Buyer (the “Series A Shares”), the designation of which is attached hereto as
Exhibit I,
      and

    


    (2)
      a
      certificate evidencing an aggregate of thirty million shares (30,000,000) of
      Series B Preferred Stock of the Buyer (the “Closing Series B Shares”), the
      designation of which is attached hereto as Exhibit II.

    


    2.2
      Additional
      Consideration. Seller
      is
      indebted to 101 persons (“Seller’s Note Holders”) in the amount of $6,287,075
      including accrued interest (“Seller’s Notes”), and ACC is indebted to 94 persons
      (“ACC Note Holders”) in the amount of $4,588,400, including accrued interest
      (“ACC Notes”).
      Buyer and Seller have agreed that Seller shall offer the Seller’s Note Holders
      and the ACC Note Holder’s,
      within 30 days following the Closing Date, the right to convert the Seller’s
      Notes and the ACC Notes
      into shares of common stock of the Seller. As additional consideration for
      the
      Assets, Buyer shall pay Seller
      up
      to an additional eleven million shares (11,000,000) of Series B Preferred Stock
      of Buyer (“Additional
      Series B Preferred Stock” and together with the Closing Series B Preferred
      Stock, the “Series B Preferred Stock”) as follows:

    


    (1) for
      every
      $1.00 of the Seller’s Note converted into shares of common stock of the
Seller,
      Buyer shall issue one (1) share of Additional Series B Preferred Stock,
      and

    


    (2) for
      every
      $1.00 of the ACC Notes converted into shares of common stock of the Seller,
      Buyer shall issue one (1) share of Additional Series B Preferred
      Stock.

    


    2.3
      Federal
      and State Filings. Buyer
      is
      currently delinquent in its reporting requirements
      with the Securities and Exchange Commission (“SEC”) and,
      as
      of the date hereof, needs to filing
      its annual report on Form 10-KSB for the year end December 31, 2005 and the
      quarterly reports on Form
      10-QSB for the quarters ended March 31, 2006 and June 30, 2006 (“Delinquent
      Reports”). In addition, Buyer
      does not have a sufficient amount of common stock authorized to permit
      conversion of the Series B Preferred
      Stock. Subsequent to the Closing Date, but no later than nine (9) months from
      the Closing Date, Buyer
      will file (1) the Delinquent Reports and any and all other reports then due,
      under the Securities Exchange
      Act of 1934, as amended, (“1934 Act”) and (2) the appropriate filings under the
      1934 Act and with
      the
      State of Nevada in order to increase its authorized common stock from
      200,000,000 shares into an adequate
      quantity of shares of common stock in order to provide for the automatic
      conversion of all the issued
      shares of Series B Preferred Stock into shares of common stock of the Buyer
      (the
“Conversion Common
      Stock”). Such filings will also provide for a reverse stock split of all the
      outstanding shares of common
      stock of the Buyer.

    


    
      
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    2.4
      Registration
      and Spin-Off. Subsequent
      to the Closing Date, but no later than one (1) year from the Closing Date,
      provided the conditions set forth in Section 2.3 are satisfied, Buyer will
      prepare and
      file
      an appropriate registration statement with the SEC for the distribution of
      the
      Conversion Common Stock
      to
      the stockholders of Seller of record on the 31st day following the Closing
      Date,
      including the dissemination of appropriate information concerning the
      distribution of the Conversion Common Stock to the stockholders of Seller upon
      effectiveness of the registration statement, per the terms and conditions of
      the
      separate Registration Rights Agreement, a copy of which is attached hereto
      as
Exhibit III.

    


    2.5
      The
      Series A Preferred Stock and Series B Preferred Stock. The
      Series
      A
Preferred
      Stock, Series B Preferred Stock and the Conversion Common Stock, have not been
      registered under
      the
      Securities Act of 1933, as amended (the “Act”), and such securities may not be
      sold, assigned, pledged,
      hypothecated, transferred or otherwise disposed of absent registration under
      the
      Act or the availability
      of an applicable exemption therefrom. Each certificate evidencing any of the
      Series A Preferred Stock,
      Series B Preferred Stock and Buyer’s Common Stock shall bear the following or
      substantially legend:

    


    These
      securities have not been registered under the Securities Act of 1933,
as
      amended, or any state securities laws and may not be sold or otherwise
transferred
      or disposed of except pursuant to an effective registration statement under
      any
      applicable federal and state securities laws, or an opinion
      of counsel satisfactory to the Company that an exemption from registration
      is available.

    


    3.
      Representations
      and Warranties of Seller. Except
      as
      otherwise set forth in a schedule delivered
      by the Seller at the time this Agreement is executed and delivered (the
“Seller’s Schedule”), Seller hereby makes the following representations and
      warranties to Buyer, as of the date hereof and as of the Closing
      Date. Nothing in the Seller’s Schedule shall be deemed adequate to disclose an
      exception to a representation or warranty made herein, however, unless the
      Seller’s Schedule identifies the exception with reasonable
      particularity and describes the relevant facts in reasonable detail. The
      Seller’s Schedule will be arranged
      in paragraphs corresponding to the lettered and numbered paragraphs contained
      in
      this Agreement.

    


    3.1
      Organization
      and Good Standing. Seller
      is
      a Florida corporation duly organized, validly
      existing and in good standing under the laws of its jurisdiction of formation,
      with full power and authority
      to own, lease and operate its business and properties and to carry on its
      business in the places and in
      the
      manner as presently conducted or proposed to be conducted. Seller is in good
      standing as a foreign corporation
      in each jurisdiction in which the properties owned, leased or operated, or
      the
      business conducted,
      by it requires such qualification, except where the failure to so qualify would
      not have a material adverse
      effect on the business of Seller, taken as a whole, or consummation of the
      transactions contemplated hereby
      (a
“Seller Material Adverse Effect”).

    


    
      
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    3.2
      Authority
      and Enforcement. Seller
      has all requisite power and authority to execute and
      deliver this Agreement, and to consummate the transactions contemplated hereby,
      including stockholder
      approval. Seller has taken all action necessary for the execution and delivery
      of this Agreement and
      the
      consummation of the transactions contemplated hereby, and this Agreement
      constitutes the valid and
      binding obligation of Seller, enforceable against Seller in accordance with
      its
      terms, except as may be affected
      by bankruptcy, insolvency, moratoria or other similar laws affecting the
      enforcement of creditors’ rights
      generally and subject to the qualification that the availability of equitable
      remedies is subject to the discretion
      of the court before which any proceeding therefore may be brought.

    


    3.3
      No
      Conflicts or Defaults. Except
      as
      set forth on the Seller’s Schedule, the execution
      and delivery of this Agreement by Seller and the consummation of the
      transactions contemplated
      hereby do not and shall not (a) with or without the giving of notice or the
      passage of time (i) violate, conflict with, or result in a material breach
      of,
      or a material default or loss of rights under, any covenant, agreement,
      mortgage, indenture, lease, instrument, permit or license to which either
      Seller is a party or by which either Seller is bound, or any judgment, order
      or
      decree, or any law,
      rule
      or regulation to which Seller are subject, (ii) result in the creation of,
      or
      give any party the right
      to
      create, any lien, charge, encumbrance, security interest or any other right
      or
      adverse interest (“Liens”)
      upon any of the Assets, (iii) terminate or give any party the right to
      terminate, amend, abandon or refuse to perform, any material agreement,
      arrangement or commitment relating to the Assets,
      or (iv) result in a Seller Material Adverse Effect.

    


    3.4
      Consents
      of Third Parties. Except
      as
      set forth on the Seller’s Schedule, the execution,
      delivery and performance of this Agreement and the consummation of the
      transactions contemplated
      hereby by Seller does not require the consent of any person, or such consent
      has
      or will
      be
      obtained, in writing, prior to the Closing.

    


    3.5
      No
      Litigation. Except
      as
      set forth on the Seller’s Schedule there are no legal, equitable,
      administrative, arbitration, governmental, regulatory or other proceedings
      pending against
      Seller, or, to the best knowledge of Seller, threatened against it, an adverse
      determination to which
      would result in a Seller Material Adverse Effect.

    


    3.6
      No
      Options or Other Agreements. There
      are
      no options or agreements of any character to which Seller is a party, or by
      which Seller is bound that, if exercised or consummated,
      would result in a Seller Material Adverse Effect.

    


    3.7
      Title
      to Assets. Seller
      is
      the owner of the Assets, free and clear of all liens. Upon
      consummation of the transactions contemplated hereby, Buyer will acquire good
      and marketable
      title to the Assets, free and clear of all Liens.

    


    3.8 Absence
      of Liabilities. Except
      as
      set forth on the Seller’s Schedule, Seller has
      no
      liabilities, contingent or otherwise, that would result in a Seller Material
      Adverse Effect.

    


    3.9
      Contract
      Rights. Each
      of
      the agreements, contracts or contract rights included
      in the Assets is in full force and effect, and no party to any such agreement,
      contract or right
      is
      in material breach of any provision thereof. Each agreement, contract or
      contract right included
      in the Assets may be assigned to Buyer without the consent or approval of any
      third party, or,
      if
      such consent or approval is required, it has or will be obtained at or prior
      to
      the Closing.

    


    
      
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    3.10
      Intellectual
      Property. To
      the
      extent that the Assets include any trademarks, copyrights,
      trade names, service marks, trade secrets, license agreements, proprietary
      processes, business
      methods or similar tangible or intangible property (“Intellectual Property”),
      such Intellectual
      Property is owned by Seller, free and clear of all Liens. To the best of
      Seller’s knowledge,
      such Intellectual Property does not infringe upon or otherwise violate the
      rights of any third
      person, and Seller have received no notice of any such infringement or
      violation. To the extent
      that any such Intellectual Property is licensed by Seller to any third party,
      the license is in full force
      and
      effect, the licensee is not in breach or violation of the license agreement
      and
      Seller have no
      knowledge that any such Intellectual Property is being used in violation of
      Seller’ proprietary rights.

    


    3.11
      Compliance
      with Laws. Seller
      is
      in compliance with all laws, rules, regulations,
      codes, orders, rulings and judgments of federal, state, local and foreign
      governments and
      regulatory bodies, except where the failure to comply would not result in a
      Seller Material Adverse
      Effect.

    


    3.12
      Tax
      Matters. Seller
      has filed all federal, state, local and foreign tax returns required
      to be filed by it, and has paid all taxes shown to be due thereon. All such
      tax
      returns are true,
      complete and accurate. No tax return of Seller has been audited or is currently
      under audit, nor has
      Seller been notified that any such audit is to take place.

    


    3.13
      Securities
      Representations; Acknowledgment of Risks. Seller
      is
      acquiring the
      Series A Preferred Stock and Series B Preferred Stock for its own account,
      for
      investment purposes
      only and not with a view towards the distribution or resale of the Series A
      Preferred Stock, Series
      B
      Preferred Stock or Conversion Common Stock except in compliance with applicable
      law. Seller
      has such experience in financial and business matters that it is able to
      evaluate the risks and merits of an investment in Buyer. Seller acknowledges
      that it has received all information, and has conducted
      its owned due diligence on Buyer, that is necessary to make an investment
      decision to receive
      the securities of Buyer. Seller recognizes and acknowledges that the
      transactions contemplated
      by this Agreement, including Seller’s receipt of the Series A Preferred Stock
      and Series
      B
      Preferred Stock as consideration for the Assets, are speculative and involve
      a
      high degree of
      risk.
      Such risks include, but are not limited to, the following:

    


    (1) the
      business of the Buyer consists of the operation of DigiKidz, and is subject
      to
      all of the risks inherent of a developmental stage business;

    


    (2)
      DigiKidz
      has generated only a limited amount of revenues and at June 30, 2006,
      had
      year-to-date net losses of $643,785, an accumulate deficit of $1,092,490, and
      total liabilities of $475,099 and there is no assurance that Buyer or DigiKidz
      will operate profitably;

    


    (3)
      Buyer’s
      common stock is quoted on the Pink Sheets and there is currently only a limited
      market for the Buyer’s securities and, Seller, or Seller’s stockholders, may
      have difficulty reselling the Conversion Common Stock, at a profit or at
      all;

    


    
      
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    (4)
      Buyer,
      and DigiKidz will require additional financing in order to continue its
      business plans and there is no assurance that required financing will be
      available to
      Buyer
      or DigiKidz
      on acceptable terms, or at all;

    


    (5)
      future
      equity financings will dilute the relative ownership of Buyer by its
existing
      shareholders, and depending on the price at which additional shares are issued,
      may dilute the
      book
      value per share of Buyer’s common stock;

    


    (6)
      Buyer
      and
      DigiKidz will have to overcome the challenges of marketing, on-line commerce
      and
      introduction of a new product in order to succeed, and there is no assurance
      that
      it
      will be able to do so;

    


    (7) Buyer
      and
      DigiKidz will face competition from many entities, most of whom have greater
      financial and physical resources than does Buyer and DigiKidz; and

    


    (8) as
      its
      business develops, Buyer may have difficulty attracting
      and retaining qualified personnel.

    


    3.14
      Disclosure. The
      representations, warranties and acknowledgments of
      Seller
      set forth herein are true, complete and accurate in all material respects,
      do
      not
      omit to state any
      material fact, or omit any fact necessary to make such
      representations, warranties and acknowledgments, in light of the circumstances
      under which they are made, not misleading.

    


    4.
      Representations
      and Warranties of Buyer. Except
      as
      otherwise set forth in a schedule
      delivered by Buyer not later than three business days prior to the Closing
      (the
“Buyer’s Schedule”),
      Buyer hereby makes the following representations and warranties to
      Seller, as of the date
      hereof and as of the Closing Date. Nothing in the Buyer’s Schedule shall be
      deemed adequate to disclose an exception to a representation or warranty made
      herein, however, unless the
      Buyer’s Schedule
      identifies the exception with reasonable particularity and describes
the
      relevant facts in reasonable detail. The Buyer’s Schedule will be arranged in
      paragraphs corresponding to
      the
lettered
      and numbered paragraphs contained in this Agreement.

    


    4.1
      Organization and
      Good Standing. Buyer
      is
      a corporation duly incorporated,
      validly existing and in good standing under the laws of its jurisdiction
of
      formation, with
      full
      corporate power and authority to own, lease and operate its business and
      properties and
      to
carry
      on
      its business in the places and in the manner as presently conducted or proposed
      to
      be
conducted.
      Buyer is in good standing as a foreign corporation in each jurisdiction
in
      which
      the properties
      owned, leased or operated, or the business conducted, by it requires
such
      qualification, except
      where the failure to so qualify would not have a material adverse effect on
      the
      business of Buyer,
      taken as a whole, or consummation of the transactions contemplated hereby
      (a
“Buyer Material
      Adverse Effect”).

    


    4.2
      Authority
      and Enforcement. Buyer
      has
      all requisite corporate power and authority
      to execute and deliver this Agreement, and to consummate the transactions
      contemplated hereby.
      Buyer has taken all corporate action necessary for the execution and
      delivery of this Agreement
      and the consummation of the transactions contemplated hereby, and
      this
      Agreement constitutes
      the valid and binding obligation of Buyer, enforceable against each in
      accordance with
      its
      terms, except as may be affected by bankruptcy, insolvency, moratoria or other
      similar
      laws affecting
      the enforcement of creditors’ rights generally and subject to the
      qualification that the availability
      of equitable remedies is subject to the discretion of the court before which
      any
proceeding
      therefore may be brought.

    


    
      
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    4.3
      No
      Conflicts or Defaults. Except
      as
      set forth on the Buyer’s Schedule, the execution
      and delivery of this Agreement by Buyer and the consummation of the transactions
      contemplated
      hereby do not and shall not (a) contravene the Certificate of Incorporation
      or
      Bylaws of Buyer or (b) with or without the giving of notice or the passage
      of
      time (i) violate, conflict with, or
      result
      in a material breach of, or a material default or loss of rights under, any
      covenant, agreement,
      mortgage, indenture, lease, instrument, permit or license to which Buyer is
      a
      party or by which
      Buyer is bound, or any judgment, order or decree, or any law, rule or regulation
      to which Buyer
      is
      subject, (ii) result in the creation of, or give any party the right to create,
      any Lien upon any assets
      or
      properties of Buyer, (iii) terminate or give any party the right to terminate,
      amend, abandon
      or refuse to perform, any material agreement, arrangement or commitment relating
      to which Buyer a party, or (iv) result in a Buyer Material Adverse
      Effect.

    


    4.4
      Consents
      of Third Parties. Except
      as
      set forth on the Buyer’s Schedule, the execution,
      delivery and performance of this Agreement and the consummation of the
      transactions contemplated
      hereby by Buyer does not require the consent of any person, or such consent
      has
      been or
      will
      be obtained, in writing, prior to the Closing.

    


    4.5
      Buyer
      Capitalization. Buyer
      is
      authorized to issue (a) 200,000,000 shares of common stock, $.001 par value
      per
      share, of which 136,908,136 shares are issued and outstanding and (b) 50,000,000
      shares of preferred stock, $.001 par value per share, of which one (1)
      share
      has been designated as Series A Preferred Stock, none of which are issued and
      outstanding, and
      forty
      million (40,000,000) shares have been designated as Series B Preferred Stock,
      none of which
      are
      issued or outstanding. Except as set forth on the Buyer’s Disclosure Schedules,
      there are no
      options, warrants or other securities convertible into common stock of Buyer.
      The issued and outstanding
      capital stock of Buyer has been duly authorized and validly issued, and is
      fully-paid and
      non-assessable and not subject to the preemptive or similar rights of any
      person.

    


    4.6
      Securities. The
      Series A Preferred Stock and Series B Preferred Stock have
      been
      duly authorized, and upon issuance pursuant to the provisions hereof, will
      be
      validly issued,
      fully paid and non-assessable.

    


    4.7
      No
      Litigation. Except
      as
      set forth on the Buyer’s Schedule, there are no legal,
      equitable, administrative, arbitration, governmental, regulatory or other
      proceedings pending against Buyer, or, to the best knowledge of Buyer,
      threatened against it, an adverse determination to
      which
      would result in a Buyer Material Adverse Effect.

    


    4.8
      Financial
      Statements. Buyer
      has
      delivered to Seller (a) the unaudited consolidated
      balance sheet of Buyer as of June 30, 2006 and the related statements of
      operations, stockholders’
      equity and cash flows for the quarter then ended, including the notes thereto
      (the “Buyer’s
      Financial Statements”). The
      Buyer’s Financial Statements have been prepared in accordance
      with U.S. generally accepted accounting principles (“GAAP”) applied on a basis
consistent
      throughout all periods presented, subject to normal recurring adjustments upon
      audit, and
      present fairly the financial position of Buyer as of the dates and for the
      periods indicated.

    


    4.9 No
      Undisclosed Liabilities. Buyer
      has
      engaged in no material transactions other
      than negotiations relating to this Agreement and the transactions contemplated
      hereby. Buyer has
      no
      liabilities, obligations, claims or losses (whether liquidated or unliquidated,
      secured or unsecured,
      absolute, accrued, contingent or otherwise) that would be required to be
      disclosed on a balance sheet of Buyer in conformity with GAAP which are not
      disclosed in the Buyer’s Financial Statements,
      other than those disclosed elsewhere herein or incurred in the ordinary course
      of Buyer’s business since the date of the Buyer’s Financial Statements, which,
      individually or in the aggregate, do not or would not have a Buyer Material
      Adverse Effect.

    


    
      
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    4.10
      Compliance
      with Laws. Buyer
      is
      in compliance with all laws, rules, regulations,
      codes, orders, rulings and judgments of federal, state, local and foreign
      governments and
      regulatory bodies, except where the failure to comply would not result in a
      Buyer Material Adverse
      Effect.

    


    4.11
      Tax
      Matters. Buyer
      has
      filed all federal, state, local and foreign tax returns required
      to be filed by it, and has paid all taxes shown to be due thereon. All such
      tax
      returns are true,
      complete and accurate. No tax return of Buyer has been audited or is currently
      under audit, nor
      has
      Buyer been notified that any such audit is to take place.

    


    4.12
      Absence
      of Certain Business Practices. Neither
      Buyer nor any director, officer,
      employer, or agent of the foregoing, nor any person acting on its behalf,
      directly or indirectly
      has to Buyer’s knowledge given or agree to give any gift or similar benefit to
      any customer, supplier, governmental employee or other person which (a) might
      subject Buyer to any damage or penalty in any civil, criminal, or governmental
      litigation or proceeding, (b) if not given in
      the
      past, might have had a Material Adverse Effect on Buyer, or (c) if not continued
      in the future, might
      have a Material Adverse Effect on Buyer or which might subject Buyer to suit
      or
      penalty in any private or governmental litigation or proceeding.

    


    4.13
      SEC
      Reports. Buyer
      has
      filed with the Commission all forms, reports, schedules,
      statements and other documents required to be filed by it pursuant to Section
      13
      or 15 of
      the
      Exchange Act through September 30, 2005 (as such documents have been amended
      since the time
      of
      their filing, collectively, the "Buyer’s Reports"), and has not filed its annual
      report on Form 10-KSB
      for the fiscal year ended December 31, 2005 or the quarterly report on Form
      10-QSB for the
      quarter ended March 31, 2006 and June 30, 2006. As of their respective dates
      or,
      if amended, as of the date of the last such amendment, the Buyer’s Reports,
      including, without limitation, any financial
      statements or schedules included therein, to the best of Buyer’s knowledge,
      complied in all
      material respects with the Securities Act or the Exchange Act, as the case
      may
      be, and the rules and
      regulations of the Commission promulgated thereunder applicable to such Buyer’s
      Reports, and did not 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 light
      of
      the circumstances under which they were made, not misleading. No Subsidiary
      of
      Buyer is required to file
      any
      forms, reports or other documents with the Commission pursuant to Sections
      13 or
      15 of the Exchange
      Act.

    


    4.14
      Internal
      Accounting Controls. Buyer
      maintains a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions are
      executed in accordance with management’s general or specific authorizations,
      (ii) transactions are recorded as necessary
      to permit preparation of financial statements in conformity with generally
      accepted accounting
      principles and to maintain asset accountability, (iii) access to assets is
      permitted only in accordance
      with management’s general or specific authorization and (iv) the recorded
accountability
      for assets is compared with the existing assets at reasonable intervals and
      appropriate action
      is
      taken with respect to any differences.

    
      
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      4.15
        Disclosure. The
        representations, warranties and acknowledgments of Buyer
        set
        forth herein are true, complete and accurate in all material respects and
        do not
        omit any fact
        necessary to make such representations, warranties and acknowledgments not
        misleading.

       

    

    5.
      Conditions
      to Closing.

     

    5.1
      Conditions
      Precedent to Buyer’s Obligation to Close. The
      obligation of Buyer to consummate the transactions contemplated by this
      Agreement is subject to satisfaction of the
      following conditions on or prior to the Closing Date:

    


    (1) The
      representations and warranties of Seller set forth in Section 3 above
shall
      be
      true and correct in all material respects at and as of the Closing
      Date.

    


    (2) Seller
      shall have performed and complied with all of its covenants hereunder
      in all material respects through the Closing Date.

    


    (3)
      No
      action, suit, or proceeding shall be pending or threatened before any
court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or
      before
      any arbitrator wherein an unfavorable injunction, judgment, order, decree,
      ruling, or charge would (i) prevent or adversely affect Buyer’s consummation of
      any of the transactions contemplated
      by this Agreement or (ii) cause any of the transactions contemplated by this
      Agreement
      to be rescinded following consummation (and no such injunction, judgment, order,
      decree,
      ruling, or charge shall be in effect).

    


    (4) No
      material adverse change shall have taken place with respect to the Assets,
      and no event shall have occurred, that could result in a Seller Material Adverse
      Effect.

    


    (5) Buyer
      shall be reasonably satisfied with the results of its due diligence review
      of
      Seller and the Assets;

    


    (6) Seller
      shall have delivered to Buyer the Seller Disclosure Schedule in form and
      substance reasonably satisfactory to Buyer; and

    


    (7)
      All
      actions to be taken by Seller in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required
      to effect the transactions contemplated hereby will be reasonably satisfactory
      in form and substance to the Buyers.

    


    5.2
      Conditions
      Precedent to Seller’s Obligation to Close. The
      obligation of Seller to consummate the transactions contemplated by this
      Agreement is subject to satisfaction of the
      following conditions on or prior to the Closing Date:

    


    (1) The
      representations and warranties of Buyer set forth in Section 4 above
shall
      be
      true and correct in all material respects at and as of the Closing
      Date.

    


    
      
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    (2) Buyer
      shall have performed and complied with all of their respective covenants
      hereunder in all material respects through the Closing Date.

    


    (3)
      No
      action, suit, or proceeding shall be pending or threatened before any
court
      or
      quasi-judicial or administrative agency of any federal, state, local,
or
      foreign jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge would (i) prevent or adversely affect
      Seller’s consummation of
      any of
      the transactions contemplated
      by this Agreement or (ii) cause any of the transactions
      contemplated by this Agreement
      to be rescinded following consummation (and no such injunction, judgment,
order,
      decree, ruling, or charge shall be in effect);

    


    (4) No
      material adverse change shall have taken place with respect to Buyer,
and
      no
      event shall have occurred, that could result in a Buyer Material Adverse
      Effect.

    


    (5) Buyer
      shall have delivered to Seller the Buyer Disclosure Schedule in form and
      substance reasonably satisfactory to Seller;

    


    (6) Seller
      shall be reasonably satisfied with the results of its due diligence review
      of
      Buyer; and

    


    (7)
      All
      actions to be taken by Buyer in connection with consummation of the transactions
      contemplated hereby and all certificates, opinions, instruments, and
      other
      documents required
      to effect the transactions contemplated hereby will be reasonably satisfactory
      in form and substance to the Seller.

    


    6.
      Closing;
      Closing Date. A
      closing
      of the transactions contemplated hereby (the “Closing”)
      will take place upon the execution of this Agreement, at the offices of Buyer,
      or
      at
      such other
      place, date and time that is agreed upon by Seller and Buyer. The
      date
      on which the Closing is
      held
      is referred to in this Agreement as the "Closing Date."

     

    
      7.
        Documents
        to be Delivered at the Closing.

    

     

    7.1 Documents
      to be Delivered by Seller. At
      the
      Closing, Seller shall deliver, or
      cause
      to be delivered, to Buyer the following:

    


    (1) a
      duly
      executed bill of sale, dated the Closing Date, transferring to Buyer
all
      of
      Seller's right, title and interest in and to the Assets together with possession
      of the Assets;

    


    (2)
      a
      duly
      executed assignment, transferring to Buyer all of Seller’s right, title
and
      interest in and to the contracts, agreements and contract rights included in
      the
      Assets, including
      the
      Note
      Receivable, accompanied by any third party consents, if any, contemplated by
      Section 3.9;

    


    (3) Satisfaction
      of indebtedness for the DigiKidz Debt;

    


    (4) a
      certificate evidencing the MMI Shares, duly endorsed for transfer (or
with
      executed stock powers) so as to convey good and marketable title to the MMI
      Shares to Buyer;

    


    
      
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    (5)
      a
      certificate evidencing the CRLU Shares, duly endorsed for transfer (or
with
      executed stock powers) so as to convey good and marketable title to the
      CRLU
      Shares to Buyer;

    


    (6)
      a
      certificate evidencing the STS Membership Interest, duly endorsed for
transfer
      (or with executed stock powers) so as to convey good and marketable title
      to
      the STS Membership
      Interest to Buyer;

    


    (7)
      a
      certificate evidencing the PrimEdge Shares, duly endorsed for transfer
(or
      with
      executed stock powers) so as to convey good and marketable title to the PrimEdge
      Shares
      to
      Buyer;

    


    (8) a
      copy of
      resolutions of the board of directors and shareholders of Seller authorizing
      the execution, delivery and performance of this Agreement by Seller;
and

    


    (9) such
      other certificates, documents and instruments as Buyer may have reasonably
      requested in connection with the transaction contemplated hereby.

    


    7.2 Documents
      to be Delivered by Buyer. At
      the
      Closing, Buyer shall deliver to
      Seller
      the following:

    


    (1) a
      copy of
      resolutions of the board of directors of Buyer authorizing the execution,
      delivery and performance of this Agreement by Buyer;

    


    (2)
      a
      certificate evidencing the Series A Preferred Stock
      and
      Series B Preferred Stock, or irrevocable instructions to Buyer’s transfer agent
      to issue the Series A
      Preferred Stock
      and
      Series B Preferred Stock to Seller;

    


    (3) executed
      Registration Rights Agreement, attached as Exhibit C hereto;

    and

    


    (4) such
      other certificates, documents and instruments as Seller may have reasonably
      requested in connection with the transaction contemplated hereby.

    


    8. Additional
      Covenants.

    


    8.1
      Further
      Assurances. If,
      at
      any time after the Closing, the parties shall consider
      or be advised that any further deeds, assignments or assurances in law or
that
      any
      other things
      are necessary, desirable or proper to complete the transactions contemplated
      hereby in accordance with the terms of this agreement or to vest, perfect or
      confirm, of record or otherwise, the
      title
      to any property or rights of the parties hereto, the parties agree that their
      proper officers and directors
      shall execute and deliver all such proper deeds, assignments and assurances
      in
      law and
      do
all
      things necessary, desirable or proper to vest, perfect or confirm title to
      such
      property or rights and
      otherwise to carry out the purpose of this Agreement, and that the proper
      officers and directors the parties are fully authorized to take any and all
      such
      action.

    


    8.2
      No
      Public Disclosure. Without
      the prior written consent of the other, which
      written consent will not be unreasonably withheld, no party to this Agreement
      will, and will each cause their respective representatives not to, make any
      release to the
      press
      or other public disclosure
      with
      respect to either the fact that discussions or negotiations have
      taken place concerning
      the transactions contemplated by this Agreement, the
      existence or contents of this Agreement or any prior correspondence relating
      to
      this transactions contemplated by this Agreement,
      except for such public disclosure as may be necessary, in the written opinion
      of
      outside counsel
      (reasonably satisfactory to the other parties) for the party proposing to make
      the disclosure not
      to be
      in violation of or default under any applicable law, regulation or governmental
      order.
      If
either
      party proposes to make any disclosure based upon such an opinion, that party
      will deliver
      a
copy
      of
      such opinion to the other party, together with the text of the proposed
      disclosure, as
      far in
advance
      of its disclosure as is practicable, and will in good faith consult with
and
      consider the suggestions
      of the other party concerning the nature and scope of the information
it
      proposes to disclose.

    


    
      
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    8.3
      Confidentiality. Each
      Party will, and will cause its Affiliates, employees, agents
      and representatives to, treat and hold as such all of the Confidential
Information,
      refrain from
      using any of the Confidential Information except in connection with this
      Agreement, and deliver promptly to the receiving Party or destroy, at the
      request and option of the disclosing Party,
      all
      tangible embodiments (and all copies) of the Confidential Information which
      are
      in the receiving Party’s
      possession in each case, forever. If any Party is ever requested or required
      (by
      oral question or request for information or documents in any Action) to disclose
      any Confidential Information of
      the
      other
      Party, such Party will notify the other Party promptly of the request or
      requirement so
      that
the
      other
      Party may seek an appropriate protective Order or waive compliance with this
      Section
      8.4 .
      If,
      in
      the absence of a protective Order or the receipt of a waiver hereunder,
either
      Party, on the written
      advice of counsel, is compelled to disclose
      any Confidential Information to
      any
Governmental
      Body, arbitrator, or mediator or else stand Liable for contempt, then such
      Party
may
      disclose
      the Confidential Information to the Governmental Body, arbitrator, or mediator;
      provided,
      however;
      that such Party will use its Best Efforts to obtain, at the request of the
      other
      Party, an Order
      or
      other assurance that confidential treatment will be accorded
      to such portion of the Confidential
      Information required to be disclosed as the other Party may
      designate.

    


    8.4
      Taxes. Seller
      will be Liable for and will pay all Taxes (whether assessed or
      unassessed) applicable to the Assets, in each case attributable to periods
      (or
      portions thereof) ending
      on
      or prior to the Closing Date, including, without limitation, any Taxes
arising
      out of the consummation
      of the transactions contemplated hereby. Buyer will be Liable for and
will
      pay
      all Taxes
      (whether assessed or unassessed) applicable to the Assets, in each case
      attributable to
      periods (or
      portions thereof) beginning after the Closing Date. For purposes of this
Section
      8.4, any
      period beginning
      before and ending after the Closing Date will be treated as two
      partial periods, one ending on the Closing Date and the other beginning after
      the Closing Date, except that Taxes (such
      as
      property Taxes) imposed on a periodic basis will be allocated on a daily
      basis.

    


    8.5
      Payment
      of Non-Assumed Liabilities. In
      addition to payment of Taxes pursuant
      to Section
      8.4, Seller
      will timely pay, or make adequate provision for the timely payment, in
      full
      of all Seller’s Liabilities. If any such Seller’s Liabilities are not so paid or
      provided for,
      or
      if Buyer
      reasonably determines that failure to make any payments will
      impair Buyer’s use or enjoyment
      of the Assets, Buyer may, at any time after the Closing, elect to pay any or
      all
of
      such
Seller’s
      Liabilities directly (but will have no obligation to do so) and treat such
      payment as damages
      under
      this Agreement so that Buyer will be entitled to exercise the remedies available
      to
      it
      under ARTICLE
      9
      of
      this
      Agreement.

    


    
      
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    8.6
      Approval. Seller
      will, as soon as reasonably practicable but no later than 5
      days
      following the Closing Date, solicit the adoption and approval of this Agreement
      by all its stockholders,
      either through a stockholders meeting or by written consent. Seller will,
      through its Board
      of
      Directors, recommend to its stockholders adoption of this Agreement, and shall
      not withdraw,
      amend or modify in a manner adverse to Buyer its recommendation. Seller shall
      ensure that
      such
      stockholders’ meeting or written consent is called, noticed, convened, held and
      conducted, and
      that
      all proxies solicited in connection therewith, in compliance with applicable
      Law. Seller shall
      properly provide each stockholder appraisal and dissenter’s rights pursuant to
      Florida Statutes.

    


    8.7
      Registration
      Rights. As
      more
      fully set forth in the Registration Rights Agreement attached hereto as Exhibit
      C, on or prior to the one (1) year anniversary of the Closing Date,
      the
      Buyer shall prepare and file with the Commission a Registration Statement
      covering the Conversion
      Common Stock issuable upon conversion of the Series B Preferred Stock for an
      offering to be made on a continuous basis pursuant to Rule 415. The Registration
      Statement shall be
      on
      Form SB-2 (except if the Buyer is not then eligible to register for resale
      the
      Buyer’s Common Stock
      on
      Form SB-2, in which case such registration shall be on another appropriate
      form
      in accordance
      herewith). The Buyer shall cause the Registration Statement to become effective
      and remain
      effective as provided in Exhibit C. The Buyer shall use its reasonable
      commercial efforts to cause
      the
      Registration Statement to be declared effective under the Securities Act as
      promptly as possible
      after the filing thereof. The Company shall use its reasonable commercial
      efforts to keep the
      Registration Statement continuously effective under the Securities Act until
      the
      date which is the
      earlier date of when (i) all Registrable Securities have been sold or (ii)
      all
      Conversion Common Stock
      issuable upon conversion of the Series B Preferred Stock may be sold immediately
      without registration
      under the Securities Act and without volume restrictions pursuant to Rule
      144(k), as determined
      by the counsel to the Buyer pursuant to a written opinion letter to such effect,
      addressed and
      acceptable to the Buyer's transfer agent and the affected Holders (the
      "Effectiveness Period").

    


    9. Indemnification
      and Related Matters.

    


    9.1
      Indemnification
      by the Seller. Seller
      hereby indemnifies and holds Buyer harmless
      from and against any and all damages, losses, liabilities, obligations, costs
      or
      expenses incurred
      by Buyer arising out of the breach of any representation or warranty of Seller
      hereunder, and/or
      Seller’s failure to perform any covenant or obligation required to be performed
      by it hereunder.

    


    9.2
      Indemnification
      by Buyer. Buyer
      hereby indemnifies and holds Seller harmless
      from and against any and all damages, losses, liabilities, obligations, costs
      or
      expenses incurred
      by Seller and arising out of the breach of any representation or warranty of
      Buyer hereunder,
      or Buyer's failure to perform any covenant or obligation required to be
      performed by it hereunder.

    


    
      
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    9.3
      Procedure
      for Indemnification. Any
      party
      entitled to indemnification under
      this Article IX (an "Indemnified Party") will give written notice to the
      indemnifying party of any
      matters giving rise to a claim for indemnification; provided, that the failure
      of any party entitled to
      indemnification hereunder to give notice as provided herein shall not relieve
      the indemnifying party
      of
      its obligations under this Article IX except to the extent that the indemnifying
      party is actually
      prejudiced by such failure to give notice. In case any action, proceeding or
      claim is brought
      against an Indemnified Party in respect of which indemnification is sought
      hereunder, the indemnifying
      party shall be entitled to participate in and, unless in the
      reasonable judgment of counsel
      to the Indemnified Party a conflict of interest between it and the indemnifying
      party
      may
exist
      with respect of such action, proceeding or claim, to assume the defense thereof
      with counsel
      reasonably
      satisfactory to the Indemnified Party. In
      the
      event that the indemnifying party advises an Indemnified Party that it will
      contest such a claim for indemnification hereunder, or fails, within
30
      days
      of receipt of any indemnification notice to notify, in writing, such person
      of
      its election to defend,
      settle or compromise, at its sole cost and expense, any action, proceeding
      or claim (or discontinues
      its defense at any time after it commences such defense), then the Indemnified
      Party
      may,
      at
      its option, defend, settle or otherwise compromise or pay such action or claim.
      In
      any
      event, unless
      and until the indemnifying party elects in writing to assume and does so assume
      the defense
      of any such claim, proceeding or action, the Indemnified Party's costs and
      expenses arising
      out of the
      defense, settlement or compromise of any such action, claim or proceeding
shall
      be
      losses subject
      to indemnification hereunder. The
      Indemnified Party shall cooperate fully with the indemnifying
      party in connection with any settlement negotiations or defense of any such
      action or
      claim
      by
      the indemnifying party and shall furnish to the indemnifying party
      all
      information reasonably available to the Indemnified Party, which relates
to
      such
      action or claim. The
      indemnifying
      party shall keep the Indemnified Party fully apprised at all times as to the
      status of the defense
      or any settlement negotiations with respect thereto. If
      the
      indemnifying party elects to defend
      any such action or claim, then the Indemnified Party shall be entitled to
      participate in
      such
defense
      with counsel of its choice at its sole cost and expense. The
      indemnifying party shall not be liable for any settlement of any action, claim
      or proceeding effected without its prior written consent.
      Notwithstanding anything in this Article IX to the contrary, the indemnifying
      party shall
      not,
      without the Indemnified Party’s prior written consent, settle
      or
      compromise any claim or consent
      to entry of any judgment in respect thereof which imposes any future
obligation
      on the Indemnified
      Party or which does not include, as an unconditional term thereof, the
      giving by the claimant
      or the plaintiff to the Indemnified Party of a release from all liability
in
      respect of such claim.
      The indemnity agreements contained herein shall be in addition to (a) any cause
      of
      action
or
      similar rights of the Indemnified Party against the indemnifying party or
      others, and
      (b)
      any liabilities
      the indemnifying party may be subject to.

    


    9.4
      Time
      for Assertion. No
      party
      to this Agreement shall have any liability (for
      indemnification or otherwise) with respect to any representation, warranty
      or
      covenant or obligation
      to be performed and complied hereunder, unless notice of any such liability
      is
      provided on
      or
      before 12 months from the date hereof.

    


    9.5
      Basket.
      Notwithstanding any conflicting or inconsistent provisions hereof, Seller shall
      not be liable in damages, indemnity or otherwise to Buyer in respect of the
      inaccuracy
      or
      breach
      of any representations, warranties, covenants or agreements herein, except
      to
      the extent that
      the
      damages to Buyer, singularly or in the aggregate, exceed the sum of $100,000.
      Notwithstanding
      any conflicting or inconsistent provisions hereof, Buyer
      shall not be liable in damages,
      indemnity or otherwise to Seller in respect to
      the
      inaccuracy or breach of any representations,
      warranties, covenants or agreements herein except to the
      extent that damages to Seller
      exceed, individually or in the aggregate, the sum of $100,000.

    


    10. Miscellaneous.

    


    10.1
      Finders. Buyer
      on
      the one hand, and Seller, on the other hand, represent and
      warrant that they have not employed or utilized the services of
      any
      broker or finder in connection
      with this Agreement or the transactions contemplated by it. Seller
      shall indemnify and hold
      Buyer harmless from and against any and all claims for brokers' commissions
      made
      by
      any party as a result of this Agreement and the transaction contemplated
      hereunder to the extent that any such
      commission was incurred, or alleged to have been incurred, by, through
      or under Seller. Buyer,
      jointly and severally, shall indemnify and hold Seller harmless from and against
      any and all claims
      for brokers' commissions made by any party as a result of this Agreement and
      transaction
      contemplated
      hereunder to the extent that any such commission was incurred, or
      alleged to have been
      incurred, by, through or under Buyer.

    


    
      
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    10.2
      Expenses. Except
      as
      otherwise specifically provided in this Agreement, Buyer
      and
      Seller shall bear their own respective expenses incurred
      in connection with this Agreement
      and in connection with all obligations required to be performed by each of
      them
      under this Agreement.

    


    10.3
      Entire
      Agreement; No Waiver.
      This
      Agreement, the Schedules and any instruments
      and agreements to be executed pursuant to this Agreement, sets
      forth the entire understanding
      of the parties hereto with respect to its subject matter, merges and supersedes
      all prior
      and
      contemporaneous understandings with respect to its subject matter and may not
      be
      waived or modified, in whole or in part, except by a writing signed by each
      of
      the parties hereto. No
      waiver
of
      any
      provision of this Agreement in any instance shall be deemed to be a waiver
      of
      the same
      or
      any other provision in any other instance. Failure
      of any party to enforce any provision of this Agreement
      shall not be construed as a waiver of its rights under such
      provision.

    


    10.4
      Jurisdiction
      and Governing Law.
      This
      Agreement shall in all respects be governed by and construed in accordance
      with
      the laws of the State of Florida are applicable to agreements
      made and fully to be performed in such state, without giving effect to conflicts
      of
      law
principles.
      The parties further: (a) agree that any legal suit, action or proceeding arising
      out
      of or
relating
      to this Agreement shall be instituted exclusively in any Federal or State court
      of competent jurisdiction
      within the County of Broward, State of Florida, (b) waive any objection that
      they
      may
have
      now
      or hereafter to the venue of any such suit, action or proceeding, and
      (c)
      irrevocably consent
      to the in personam jurisdiction of any Federal or State court of competent
      jurisdiction within
      the County of Broward, State of Florida in any such suit, action or proceeding.
      The parties each
      further agree to accept and acknowledge service of any and all process which
      may
      be served
      in
      any
      such suit, action or proceeding in a Federal or State court of competent
      jurisdiction within the
      County
      of
      Broward, State of Florida, and that service of process upon the parties mailed
      by certified mail to their respective addresses shall be deemed in every respect
      effective service of process upon the
      parties, in any action or proceeding.

    


    10.5
      Construction.
      Headings
      contained in this Agreement are for convenience only
      and
      shall not be used in the interpretation of this Agreement. References herein
      to
      Articles, Sections
      and Exhibits are to the articles, sections and exhibits, respectively, of this
      Agreement. The
      Seller
      Disclosure Schedule is hereby incorporated herein by reference and
      made
      a part of this Agreement.
      As used herein, the singular includes the plural, and the masculine,
feminine
      and neuter
      gender each includes the others where the context so indicates.

    


    10.6
      Notices. All
      notices and other communications under this Agreement shall
      be
      in writing and shall be deemed given when delivered personally (including by
      confirmed
      legible
      telecopier transmission) or mailed by certified mail, return receipt requested,
      to
      the
      parties at
      the
      following addresses (or to such address as a party may have specified by notice
      given to
      the
other
      party pursuant to this provision):

    


    
      
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    If
      to
      Seller, to:

    


    Royal
      Palm Capital Group, Inc.

    101
      Plaza
      Real South, Suite 217 

    Boca
      Raton, FL 33432

    Attention:
      Brian Schuster, President 

    Telecopy
      No.: (561) 447-7978

    


    If
      to
      Buyer, to:

    


    PrimEdge,
      Inc.

    101
      Plaza
      Real South, Suite 217 

    Boca
      Raton, FL 33432

    Attention:
      Brian Schuster, President 

    Telecopy
      No.: (561) 447-7978

    


    10.7
      Separability. In
      the
      event that any provision hereof would, under applicable
      law, be invalid or enforceable in any respect, such provision shall be construed
      by modifying
      or limiting it so as to be valid and enforceable to the maximum extent
      compatible with, and
      permissible under, applicable law. The invalidity or unenforceability of any
      provision of this Agreement
      shall not affect the validity or enforceability of any other provision of this
      Agreement which
      shall remain in full force and effect.

    


    10.8
      Binding
      Effect; Assignment. This
      Agreement shall be binding upon and inure
      to
      the benefit of the parties and their respective successors and permitted
      assigns. Nothing in this Agreement shall create or be deemed to create any
      third
      party beneficiary rights in any person or
      entity
      not a party to this Agreement. No assignment of this Agreement or of any rights
      or obligation
      hereunder may be made by either party (by operation of law or otherwise) without
      the prior
      written consent of the other and any attempted assignment without the required
      consent shall be
      void;
      provided, however, that no such consent shall be required of Buyer to assign
      part or all of its
      rights under this Agreement to one or more of its subsidiaries or
      affiliates.

    


    10.9
      Best
      Knowledge. As
      used
      in this Agreement "to the best of Seller's knowledge"
      or words of similar import shall mean actual or constructive knowledge possessed
      by an
      executive officer of Seller, including such actual or constructive knowledge
      that would be expected to be known upon the exercise of reasonable business
      judgment, and "to the best of Buyer's knowledge" or words of similar import
      shall mean actual or constructive knowledge possessed
      by an executive officer of Buyer, including such actual or constructive
      knowledge that would
      be
      expected to be known upon the exercise of reasonable business
      judgment.

    


    10.10
      Counterparts. This
      Agreement may be executed in counterparts, each of which
      shall be an original, but which together shall constitute one and the same
      Agreement.

    


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

     

     

    
      	PRIMEDGE, INC.	ROYAL PALM CAPITAL GROUP,
              INC.
	 	 
	By _________________________	By _________________________
	
              Brian
                J. Schuster, President

            	
              Brian
                J. Schuster, President

            


    

    


    
      
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    EXHIBIT
      I

    


    CERTIFICATE
      OF DESIGNATION, PREFERENCE AND RIGHTS OF SERIES A

    PREFERRED
      STOCK OF PRIMEDGE, INC.

    


    Pursuant
      to the General Corporation Law of the State of Nevada

    


    PrimEdge,
      Inc., a corporation organized and existing under the laws of the State of Nevada
      (the
      "Corporation"), hereby
      certifies that the following resolutions were duly adopted by the Board of
      Directors of the Corporation by unanimous written consent on October 30, 2006,
      pursuant to the authority
      vested in the Board of Directors by Article VI of the Certificate of
      Incorporation of the Corporation, as amended on July 23, 2001, which creates
      and
      authorizes 50,000,000 shares of Preferred
      Stock of the Corporation, par value of $0.001 per share (the "
      Preferred
      Stock"):

    


    Resolved,
      that pursuant to the authority vested in the Board of Directors by Article
      VI of
      the Certificate of Incorporation of the Corporation as amended on July 23,
      2001,
      a series of Preferred
      Stock is hereby established, the distinctive designation of which shall be
      “Series A Preferred Stock” (such series being hereinafter called “Series A
      Preferred Stock”), and the preferences and relative, participating, optional or
      other special rights of the Series A Preferred Stock, and the qualifications,
      limitations or restrictions thereof (in addition to the relative powers,
      preferences and rights, and qualifications, limitations or restrictions thereof,
      set forth in the Corporation’s Certificate of Incorporation which are applicable
      to shares of Preferred Stock of all series) shall be as follows:

    


    1.
      Number
      of Shares; Stated Value and Dividends. The Corporation hereby
      designates one
      (1)
      share of the authorized shares of preferred stock as Series A Preferred Stock.
      The stated value of the Series A Preferred Stock shall be $0.001. The holder
      of
      share of Series A Preferred Stock
      shall not be entitled to receive dividends.

    


    2. Liquidation
      Preference. In the event of any liquidation, dissolution or winding up
      of this Corporation,
      either voluntary or involuntary, the holder of Series A Preferred Stock may
      at
      his sole option
      elect to receive, prior and in preference to any distribution of any of the
      assets of this Corporation
      to the holders of common stock by reason of their ownership thereof, an amount
      per share
      equal to $0.001 for the outstanding share of Series A Preferred Stock. Upon
      the
      completion of
      this
      distribution and any other distribution that may be required with respect to
      series of preferred stock
      of
      this Corporation that may from time to time come into existence, if assets
      remain in this Corporation
      the holders of the common stock of this Corporation shall receive all of the
      remaining assets
      of
      this Corporation. For purposes of this Section 2, a liquidation, dissolution
      or
      winding up of
      this
      Corporation shall be deemed to be occasioned by, or to include, (i) the
      acquisition of the Corporation
      by another entity by means of any transaction or series of related transactions
      including,
      without limitation, any reorganization, merger or consolidation but, excluding
      any merger
      effected exclusively for the purpose of changing the domicile of the Corporation
      or any transaction
      in which the Corporation is the surviving entity or (ii) a sale of all or
      substantially all of
      the
      assets of the Corporation unless the Corporation's shareholders of record as
      constituted immediately
      prior to such transaction will, immediately after such transaction (by virtue
      of
      securities issued as consideration in the transaction) hold at least
50%
      of
      the
      voting power of the surviving
      or acquiring entity. Whenever a distribution provided for in this Section 2
      shall be payable
      in securities or property other than cash, the value of such distribution shall
      be the fair market value of such securities or other property as determined
      and
      agreed to by the Board of Directors of this Corporation.

    


    
      
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    3. Redemption.
      The Series A Preferred Stock is not redeemable without the prior written
consent
      of the holder of such Series A Preferred Stock.

    


    4. Conversion.
      The share of Series A Preferred Stock shall be convertible, at the sole option
      of
      the
      Corporation, at any time after the date of issuance of such share at the office
      of this Corporation into such number of fully paid and non-assessable shares
      of
      common stock of the Corporation as is determined by mutual agreement of the
      Corporation and the holder of the Series A Preferred Stock at the time of
      conversion.

    


    5. Voting
      Rights. The holder of the share of Series A Preferred Stock shall have
      the following
      voting rights:

    


    (a)
      The
      holder of the share of Series A Preferred Stock shall be entitled to vote on
      all
      matters submitted to a vote of the shareholders of the Corporation, voting
      together with the holders of the common stock and of any other shares of capital
      stock of the Corporation entitled to vote at a
      meeting
      of shareholders as one class, except in cases where a separate or additional
      vote or consent
      of the holders of any class or series of capital stock or other equity
      securities of the Corporation
      shall be required by these Articles or applicable law, in which case the
      requirement for any
      such
      separate or additional vote or consent shall apply in addition to the single
      class vote or consent
      otherwise required by this paragraph.

    


    (b)
      As of
      each record date for the determination of the Corporation's shareholders
      entitled to vote on any matter (a "Record Date"), the share of Series A
      Preferred Stock shall have voting rights and powers equal to the number of
      votes
      that entitle the holder of the share of Series A Preferred Stock to exercise
      one
      vote more than one-half of all votes entitled to be cast as of such Record
      Date
      by all holders of capital stock of the Corporation so as to ensure that the
      votes entitled to be cast by the holder of the share of Series A Preferred
      Stock
      shall be equal to at least fifty-one percent (51%) of all votes entitled to
      be
      cast.

    


    (c)
      Without the written consent of the holder of the share of Series A Preferred
      Stock at a meeting of the shareholders of this Corporation called for such
      purpose, the Corporation will not amend,
      alter or repeal any provision of the Articles of Incorporation (by merger or
      otherwise) so as to adversely affect the preferences, rights or powers of the
      Series A Preferred Stock.

    


    6.
      Status
      of Redeemed Stock. In the event the share of Series A Preferred Stock
      shall be redeemed
      pursuant to Section 3 hereof, or converted pursuant to Section 4 hereof, the
      share shall be
      cancelled and returned to the status of authorized but unissued shares of
      preferred stock.

    


    7. Taxes.
      This Corporation will pay all taxes (other than taxes based upon income) and
      other governmental charges that may be imposed with respect to the issue or
      delivery of the share of Series
      A
      Preferred Stock.

    


    
      
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    The
      foregoing amendment was duly adopted by the unanimous written consent of the
      Board of Directors
      as of October 30, 2006.

    


    IN
      WITNESS WHEREOF, the undersigned, being the President of this Corporation,
      has
      executed these Articles of Amendment as of October 30, 2006

    


    PRIMEDGE,
      INC.

    


    By: 
      ______________________________

    Brian
      J.
      Schuster, President

    


    
      
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    EXHIBIT II

    


    CERTIFICATE
      OF DESIGNATION, PREFERENCE AND RIGHTS OF SERIES B

    PREFERRED
      STOCK OF PRIMEDGE, INC.

    


    Pursuant
      to the General Corporation Law of the State of Nevada

    


    PrimEdge,
      Inc., a corporation organized and existing under the laws of the State of Nevada
      (the "Corporation"), hereby
      certifies that the following resolutions were duly adopted by the Board of
      Directors of the Corporation by unanimous written consent on October 30, 2006,
      pursuant to the authority vested in the Board of Directors by Article VI of
      the
      Certificate of Incorporation of the Corporation,
      as amended on July 23, 2005, which creates and authorizes 50,000,000 shares
      of
Preferred
      Stock of the Corporation, par value of $0.001 per share (the "
      Preferred
      Stock"):

    


    Resolved,
      that pursuant to the authority vested in the Board of Directors by Article
      VI of
      the Certificate of Incorporation of the Corporation, as amended on July 23,
      2005, a series of Preferred Stock is hereby established, the distinctive
      designation of which shall be “Series B Preferred
      Stock” (such series being hereinafter called “Series B Preferred Stock”), and
      the preferences and relative, participating, optional or other special rights
      of
      the Series B Preferred Stock, and the qualifications, limitations or
      restrictions thereof (in addition to the relative powers, preferences and
      rights, and qualifications, limitations or restrictions thereof, set forth
      in
      the Corporation’s Certificate of Incorporation which are applicable to shares of
      Preferred Stock of all series) shall be as follows:

    


    1. Designation.
      The series of preferred stock authorized hereunder shall be designated as the
      “Series B Preferred Stock.” The number of shares constituting such series shall
      initially be forty-five
      million (45,000,000) which number may from time to time be changed by the Board
      of Directors.
      The par value of the Series B Preferred Stock shall be $0.001 per share. All
      shares of Series
      B
      Preferred Stock shall be identical with each other in all respects.

    


    2.
      Rank.
      The Series B Preferred Stock shall rank, with respect to dividend rights and
      rights on
      liquidation, dissolution and winding-up of the affairs of the Corporation equal
      to the Common Stock
      and
      junior to each class or series of capital stock (except any other class of
      Series B Preferred Stock)
      which expressly provides that it ranks senior to the Series B Preferred Stock
      as
      to dividends or
      upon
      liquidation, dissolution and winding-up, or as to any other right or
      preference.

    


    3. Conversion.
      The holders of Series B Preferred Stock shall have conversion rights
      as
follows
      (“Conversion Rights”):

    


    
      	 	
              (a)

            	
              Automatic
                Conversion. Each
                shares of Series B Preferred Stock shall not be convertible
                unless and until the Corporation amends its Certificate of Incorporation
                to increases the authorized number of shares of Common Stock available
                for
                issuance in an amount sufficient to permit the conversion of all
                the
                shares
                of Series B Preferred Stock, and all other convertible securities
                and
                instruments
                of the Corporation. The Corporation will use its best effort to cause
                such
                amendment to the Certificate of Incorporation to be filed within
                9 months
                from
                the date of this Certificate of Designation. Conditioned upon the
                foregoing, at
                such time as the Corporation effectuates the action described above
                in
                this Section 3(a),
                each
                share of Series B Preferred Stock shall automatically convert into
                twenty (20) fully paid and nonassessable share of Common Stock of
                the
                Corporation.

            


    

    


    
      
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              (b)

            	
              Mechanics
                of Conversion. At
                such time as the conditions described in Section 3(a) shall
                have occurred, holders of the Series B Preferred Stock shall surrender
                the
                certificates
                therefor, duly endorsed, at the office of the Corporation or of any
                transfer agent for the Series B Preferred Stock. The Corporation
                shall, as
                soon as practicable
                thereafter, issue and deliver at such office to such holder of Series
                B
                Preferred
                Stock, a certificate or certificates for the number of shares of
                Common
                Stock
                of the Corporation to which such holder shall be entitled as aforesaid.
                Such conversion shall be deemed to have been made immediately prior
                to the
                close of business
                on the date the conditions set forth in Section 3(a) herein have
                been
                satisfied
                and the person or persons entitled to receive the shares of Common
                Stock
                issuable upon such conversion shall be treated for all purposes as
                the
                record holder or holders of such shares of Common Stock as of such
                date.

            


    

    


    
      	
            	
              (c)

            	
              No
                Impairment. This
                Corporation will not, by amendment of its Certificate of Incorporation
                or
                through any reorganization, recapitalization, transfer of assets,
                consolidation,
                merger, dissolution, issue or sale of securities or any other voluntary
                action, avoid or seek to avoid the observance or performance of any
                of the
                terms to be
                observed or performed hereunder by this Corporation, but will at
                all times
                in good
                faith assist in the carrying out of all the provisions of this Section
                3
                and in the taking
                of all such action as may be necessary or appropriate in order to
                protect
                the Conversion Rights of the holders of the Series B Preferred Stock
                against impairment.

            


    

    


    
      	
            	
              (d)

            	
              No
                Fractional Shares.
                No
                fractional shares shall be issued upon the conversion of any share
                or
                shares of the Series B Preferred Stock and the number of shares of
                Common
                Stock to be issued shall be rounded to the nearest whole share. Whether
                or
                not fractional shares are issuable upon such conversion shall be
                determined on the
                basis of the total number of shares of Series B Preferred Stock the
                holder
                is at the
                time converting into Common Stock and the number of shares of Common
                Stock
                issuable upon such aggregate
                conversion.

            


    

    


    
      	
            	
              (e)

            	
              Notices
                of Record Date. In
                the event the Corporation takes record of the holders of any
                class of securities for the purpose of determining which holders
                are
                entitled to receive any dividend (other than a cash dividend) or
                other
                distribution, any right to subscribe
                for, purchase or otherwise acquire any shares of stock of any class
                or any
                other
                securities, property or other right, the Corporation shall mail to
                each
                holder of Series B Preferred Stock, at least 20 days prior to the
                date
                specified therein, a notice
                specifying the date on which any such record is to be taken for the
                purpose of
                such dividend, distribution or right, and the amount and character
                of such
                dividend, distribution or right.

            


    

    


    
      	
            	
              (f)

            	
              Reservation
                of Stock Issuable Upon Conversion. Solely
                for the purpose of effecting
                the conversion of the shares of the Series B Preferred Stock, the
                Corporation
                shall at all times, subject to the conditions described in Section
                3(a),
                reserve and keep available out of its authorized but unissued shares
                of
                Common Stock, such number of shares of its Common Stock as shall
                from time
                to time be sufficient
                to effect the conversion of all outstanding shares of the Series
                B
                Preferred
                Stock; and if at any time the number of authorized but unissued shares
                of
                Common Stock shall not be sufficient to effect the conversion of
                all then
                outstanding
                shares of the Series B Preferred Stock, the Corporation will take
                such
                corporate action as, in the opinion of counsel to the Corporation,
                may be
                necessary and authorized to increase its authorized but unissued
                shares of
                Common Stock to such
                number of shares of Common Stock to such number of shares as shall
                be
                sufficient
                for such purposes.

            


    

    


    
      
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            	(g)	
              Notices. Any
                notice required by the provisions of this Section 3 to be given to
                the
                holders of shares of Series B Preferred Stock shall be deemed given
                if
                deposited in the
                United States mail, postage prepaid, and addressed to each holder
                of
                record at his or her address appearing on the books of this
                Corporation.

            


    


    4. Redemption.


    
      	
            	(a)	
              Exercise
                of Redemption Right.
                Subject to the rights of series of Preferred Stock which
                may from time to time come into existence, at the option of the
                Corporation, the
                Corporation shall have the right to redeem that number of shares
                of Series
                B Preferred Stock held by any holder and specified in a written notice
                of
                redemption (“Redemption Notice”) sent or delivered to the holder, by
                paying to the holder, in cash,
                an amount per share of Series B Preferred Stock identified in the
                Redemption Request, equal to $1.00 plus any declared but unpaid dividends
                on each such share. The
                total sum payable per share pursuant to a Redemption Request is
                hereinafter referred to as the “Series B Preferred Stock Redemption
                Price”.

            


    

    


    
      	 	
              (b)

            	
              Mechanics
                of Redemption.
                Redemption Notices shall be sent or delivered to the holder
                at such holder's address as set forth in the books of the Corporation.
                Such
                Redemption
                Notice shall be sent at least twenty (20) days prior to the redemption
                date
                specified in the Redemption Notice. Each Redemption Notice shall
                state:
                (i)
                the redemption date; (ii) the number of shares to be redeemed; (iii)
                the
                redemption price
                per share; (iv) the place where certificates may be surrendered for
                payment of the redemption price; and (v) that the holder's right
                to
                convert pursuant to subsection
                5 above shall terminate upon the expiration of ten (10) days after
                receipt
                of
                the Redemption Notice. The Corporation shall, as soon as practicable
                after
                the redemption
                date, pay to the holder the Series B Preferred Stock the redemption
                price
                upon delivery to the Corporation of the certificates of Series B
                Preferred
                Stock to be redeemed. Upon payment by the Corporation of the Series
                B
                Preferred Stock
                Redemption Price, all rights in respect of the shares of Series B
                Preferred Stock redeemed shall
                cease.

            


    

    


    5.
      Voting Rights. The holders of shares of Series B Preferred
      Stock shall have the right to one
      vote
      for each share of Common Stock into which such Series B Preferred Stock could
      then be converted
      (notwithstanding the conditions described in Section 3(a) herein), and with
      respect to
      such
      vote, such holder shall have full voting rights and powers equal to the voting
      rights and powers of
      the
      holders of Common Stock, and shall be entitled, notwithstanding any provision
      hereof, to
      notice
      of
      any stockholders meeting in accordance with the bylaws of this Corporation,
      and
      shall be entitled
      to vote, together with holders of Common Stock, with respect to any question
      upon which
      holders
      of Common Stock have the right to vote. Fractional votes shall not, however,
      be
      permitted and any fractional voting rights available on an as-converted basis
      (after aggregating all shares into which
      shares of Series B Preferred Stock held by each holder could be converted)
      shall
      be rounded to the nearest whole number (with one-half being rounded
      upward).

    


    
      
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    6. Common
      Stock Dividends, Subdivisions, Combinations, etc. In case the Company
shall
      hereafter (i) declare a dividend or make a distribution on its outstanding
      shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify
      its outstanding shares of Common Stock into a greater number of shares, or
      (iii)
      combine or reclassify its outstanding shares of Common
      Stock into a smaller number of shares, the number of outstanding shares of
      Series B Preferred Stock in effect at the time of the record date for such
      dividend or distribution or of the effective
      date of such subdivision, combination or reclassification shall be adjusted
      so
      that it shall equal
      the
      same percentage of shares outstanding determined by multiplying the number
      of
      shares of Series B Preferred Stock by a fraction, the denominator of which
      shall
      be the number of shares of Common Stock outstanding after giving effect to
      such
      action, and the numerator of which shall be
      the
      number of shares of Common Stock outstanding immediately prior to such action.
      Such adjustment
      shall be made successively whenever any event listed above shall
      occur.

    


    7. Status
      of Converted or Redeemed Stock. In the event any shares of Series B
      Preferred Stock
      shall be converted or redeemed pursuant to Section 3 or Section 4 hereof, the
      shares so converted
      or redeemed shall be canceled and shall be available for issuance by the
      Corporation in accordance with the Corporation’s Certificate of
      Incorporation.

    


    *******************

     

    IN
      WITNESS WHEREOF, Bidville, Inc. has caused this Certificate of Designation
      to be
      signed by Brian
      J.
      Schuster, its President, this 30th day
      of
      October 2006.

    


     

    PRIMEDGE,
      INC.

    


    By: 
      ___________________________

    Brian
      J.
      Schuster, President

    


    
      
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    EXHIBIT III

     

    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (this "Agreement") is made and entered into as
      of
November
      1, 2006, by and between PrimEdge, Inc., a Nevada corporation (the "Company"),
      and Royal
      Palm Capital Group, Inc., a Florida corporation (the "Seller").

    


    This
      Agreement is made pursuant to the Asset Purchase Agreement, dated as of the
      date
hereof,
      by and between the Seller and the Company (the "Asset Purchase
      Agreement").

    


    The
      Company and the Seller hereby agree as follows:

    


    Definitions. Capitalized
      terms used and not otherwise defined herein that are defined in the Asset
      Purchase Agreement shall have the meanings given such terms in the Asset
      Purchase Agreement.
      As used in this Agreement, the following terms shall have the following
      meanings:

    


    "Asset
      Purchase Agreement" means
      the
      agreement between the parties hereto for the
      purchase and sale of substantial all of Seller’s assets and the issuance by the
      Company of shares of
      Series
      B Preferred Stock.

    


    "Commission"
      means
      the
      Securities and Exchange Commission.

    


    "Common
      Stock" means
      shares of the Company's common stock, par value $0.001 per
      share.

    


    "Effectiveness
      Period" shall
      have the meaning set forth in Section 2(a).

    


    "Exchange
      Act" means
      the
      Securities Exchange Act of 1934, as amended, and any successor
      statute.

    


    "Holder"
      or
      "Holders"
      means
      the
      Seller or any of its affiliates or transferees to the extent any of them hold
      Registrable Securities.

    


    "Indemnified
      Party" shall
      have the meaning set forth in Section 5(c).
      "Indemnifying
      Party" shall
      have the meaning set forth in Section 5(c).

    


    "Proceeding"
      means
      an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

    


    "Prospectus"
      means
      the
      prospectus included in the Registration Statement (including,
      without limitation, a prospectus that includes any information previously
      omitted from a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated
      under the Securities Act), as amended or supplemented by any prospectus
      supplement, with respect to the terms of the offering of any portion of the
      Registrable Securities covered by the Registration
      Statement, and all other amendments and supplements to the Prospectus, including
      post-effective
      amendments, and all material incorporated by reference or deemed to be
incorporated
      by reference in such Prospectus.

    


    
      
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    "Registrable
      Securities" means
      the
      shares of Common Stock issued upon the conversion of the Series B Preferred
      Stock.

    


    "Registration
      Statement" means
      each registration statement required to be filed hereunder,
      including the Prospectus, amendments and supplements to such registration
statement
      or Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and
      all
      material incorporated by reference or deemed to be incorporated by reference
      in
      such registration statement,
      for the distribution of the Registrable Securities to the Seller’s shareholders
      and an offering by
      the
Seller’s
      shareholders on a continuous basis pursuant to Rule 415.

    


    "Rule
      144"
      means
      Rule 144 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter
      adopted by the Commission having substantially the same effect as such
      Rule.

    


    "Rule
      415"
      means
      Rule 415 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter
      adopted by the Commission having substantially the same effect as such
      Rule.

    


    "Rule
      424"
      means
      Rule 424 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter
      adopted by the Commission having substantially the same effect as such
      Rule.

    


    "Securities
      Act" means
      the
      Securities Act of 1933, as amended, and any successor

    statute.

    


    "Trading
      Market" means
      any
      of the Pink Sheets, NASD OTCBB, NASDAQ SmallCap
      Market, the Nasdaq National Market, the American Stock Exchange or the
New
      York
      Stock Exchange.

    


    Registration.

    


    On
      or
      prior to the one year anniversary of the Closing Date, the Company shall
prepare
      and file with the Commission a Registration Statement covering the distribution
      of
      the
      Registrable Securities to Seller’s shareholders and for an offering to be
made
      by
      the Seller’s
      shareholders on a continuous basis pursuant to Rule
      415.
The
      Registration Statement shall be on Form SB-2 (except if the Company is not
      then
      eligible to register for resale the Registrable Securities on Form SB-2, in
      which case such registration shall be on another
      appropriate form in accordance herewith). The
      Company shall cause the Registration
      Statement to become effective and remain effective as provided herein.
The
      Company
      shall use its reasonable commercial efforts to cause the Registration Statement
      to be
      declared effective under the Securities Act as promptly as possible after
      the
      filing thereof. The Company shall use its reasonable commercial efforts to
      keep
      the Registration Statement
      continuously effective under the Securities Act until the date which is the
      earlier date
      of
      when (i) all Registrable Securities have been sold or (ii) all Registrable
      Securities
      may
      be
      sold immediately without registration under the Securities Act and without
      volume restrictions
      pursuant to Rule 144(k), as determined by the counsel to the Company pursuant
      to
      a
      written opinion letter to such effect, addressed and acceptable to
      the
      Company's transfer
      agent and the affected Holders (the "Effectiveness Period").

    


    
      
        Asset
          Purchase Agreement

        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    (b)
      Within
      three business days of the Effectiveness Date, the Company shall cause its
      counsel to issue a blanket opinion in the form attached hereto as Exhibit A,
      to the
transfer
      agent stating that the shares are subject to an effective registration statement
      and can be reissued by the Seller’s shareholders free of restrictive legend upon
      notice of a sale by
      a
      Seller’s shareholder and confirmation by that Seller’s shareholder that it has
      complied with the prospectus delivery requirements, provided that the Company
      has not advised the transfer agent orally or in writing that the opinion has
      been withdrawn.

    


    Registration
      Procedures. If
      and
      whenever the Company is required by the provisions hereof
      to
      effect the registration of any Registrable Securities under the Securities
      Act,
      the Company will,
      as
      expeditiously as possible:

    


    prepare
      and file with the Commission the Registration Statement with respect
to
      such
      Registrable Securities, respond as promptly as possible to any comments
received
      from
      the
      Commission, and use its best efforts to cause the Registration Statement
      to become
      and remain effective for the Effectiveness Period with
      respect thereto, and promptly
      provide to the Seller copies of all filings and Commission letters of comment
      relating
      thereto;

    


    prepare
      and file with the Commission such amendments and supplements to the
      Registration
      Statement and the Prospectus used in connection therewith as may be necessary
      to comply with the provisions of the Securities Act with respect to the
disposition
      of all Registrable Securities covered by the Registration Statement and to
      keep
such
      Registration Statement effective until the expiration of the Effectiveness
      Period;

    


    furnish
      to the Seller such number of copies of the Registration Statement and the
Prospectus
      included therein (including each preliminary Prospectus) as the
      Seller reasonably
      may request to facilitate the public sale or disposition of
      the
      Registrable Securities
      covered by the Registration Statement;

    


    use
      its
      commercially reasonable efforts to register or qualify the
      Registrable Securities
      covered by the Registration Statement under the securities or "blue sky"
laws
      of
such
      jurisdictions within the United States as the Seller may reasonably request,
      provided, however, that the Company shall not for any such purpose be required
      to qualify generally to transact business as a foreign corporation in any
      jurisdiction where it is not so qualified or to consent to general service
      of
      process in any such jurisdiction;

    


    list
      the
      Registrable Securities covered by the Registration Statement with
      any
securities
      exchange on which the Common Stock of the Company is then listed;

    


    immediately
      notify the Seller at any time when a Prospectus relating thereto is
      required
      to be delivered under the Securities Act, of the happening of any event of
      which
the
      Company has knowledge as a result of which the Prospectus contained
      in such Registration
      Statement, as then in effect, includes an untrue statement of a material
fact
      or
omits
      to
      state a material fact required to be stated therein or necessary to
      make
      the statements
      therein not misleading in light of the circumstances then existing;
      and

    


    make
      available for inspection by the Seller and any attorney, accountant or other
      agent
      retained by the Seller, all publicly available, non-confidential financial
      and
      other records,
      pertinent corporate documents and properties of the Company, and
      cause
      the Company's
      officers, directors and employees to
      supply
      all publicly available,
      non-confidential information reasonably requested by the attorney, accountant
      or
      agent of
      the
      Seller.

    


    
      
        Asset
          Purchase Agreement

        
        

      

      
        26

        
          

        

      

      
        
        

      

       

    

    Registration
      Expenses.
      All
      expenses relating to the Company's compliance with Sections 2 and 3 hereof,
      including, without limitation, all registration and filing fees, printing
      expenses, fees
      and
      disbursements of counsel and independent public accountants for
      the
      Company, fees and expenses
      (including reasonable counsel fees) incurred in connection with complying
      with state securities
      or "blue sky" laws, fees of the NASD, transfer taxes, fees of transfer agents
      and registrars, fees
      of,
      and disbursements incurred by, one counsel for the Holders (to the extent such
      counsel
      is required
      due to Company's failure to meet any of its obligations hereunder), are called
      "Registration Expenses".
      All selling commissions applicable to the sale of Registrable Securities,
      including any fees
      and
      disbursements of any special counsel to the Holders beyond those included in
      Registration Expenses,
      are called "Selling Expenses." The
      Company shall only be responsible for all Registration
      Expenses but not Selling Expenses.

    


    Indemnification.

    


    In
      the
      event of a registration of any Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Company will indemnify and hold harmless the
      Seller, and its
      officers, directors and each other person, if any, who controls the
      Seller within the meaning
      of the Securities Act, against any losses, claims, damages or liabilities,
      joint
or
      several,
      to which the Seller, or such persons may become subject under the Securities
      Act
or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of any material fact contained in any Registration Statement
      under which such Registrable Securities were registered under the Securities
      Act
      pursuant to
      this
      Agreement, any preliminary
      Prospectus or final Prospectus contained therein,
      or any amendment or supplement thereof, or arise out of or are based upon the
      omission or alleged omission to
      state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein
      not misleading, and will reimburse the Seller, and
      each
      such person for any reasonable
      legal or other expenses incurred by them in connection with investigating or
      defending any such loss, claim, damage, liability or action; provided,
however,
      that the Company
      will not be liable in any such case if and to the extent that any such loss,
      claim, damage
      or
      liability arises out of or is based upon an untrue statement or alleged untrue
      statement
      or omission or alleged omission so made in conformity with
      information furnished
      by or on behalf of the Seller or any such person in writing specifically for
      use
in
      any
      such
      document.

    


    In
      the
      event of a registration of the Registrable Securities under the Securities
      Act
      pursuant to this Agreement, the Seller will indemnify and hold harmless the
      Company, and its
      officers, directors and each other person, if any, who controls the Company
      within the
      meaning
      of the Securities Act, against all losses, claims, damages or liabilities,
      joint
      or
several,
      to which the Company or such persons may become subject under the Securities
      Act
      or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any
      material fact which was furnished in writing by the Seller to the Company
      expressly for use
      in
      (and such information is contained in) the Registration Statement under which
      such Registrable
      Securities were registered under the Securities Act pursuant to this Agreement,
      any
      preliminary Prospectus or final Prospectus contained therein, or any
amendment
      or supplement
      thereof, or arise out of or are based upon the omission or alleged omission
      to
      state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein
      not misleading, and will reimburse the Company and each such person for
      any
reasonable
      legal or other expenses incurred by them in connection with investigating or
      defending any such loss, claim, damage, liability or action, provided,
however,
      that the Seller
      will be liable in any such case if and only to the extent that any such loss,
      claim,
      damage
      or
      liability arises out of or is based upon an untrue statement or alleged untrue
      statement
      or omission or alleged omission so made in conformity with
      information furnished
      in writing to the Company by or on behalf of the Seller specifically for use
      in
      any such
      document. Notwithstanding the provisions of this paragraph, the Seller shall
      not
      be required
      to indemnify any person or entity in excess of the amount of the aggregate
      net
      proceeds received by the Seller in respect of Registrable Securities in
      connection with any such
      registration under the Securities Act.

    


    
      
        Asset
          Purchase Agreement

        
        

      

      
        27

        
          

        

      

      
        
        

      

       

    

    Promptly
      after receipt by a party entitled to claim indemnification hereunder (an
"Indemnified
      Party") of notice of the commencement of any action, such Indemnified Party
      shall,
      if
      a claim for indemnification in respect thereof is to be made against a party
      hereto obligated
      to indemnify such Indemnified Party (an "Indemnifying Party"), notify the
Indemnifying
      Party in writing thereof, but the omission so to notify the Indemnifying Party
      shall
      not
      relieve it from any liability which it may have to such Indemnified Party
other
      than
      under this Section 5(c) and shall only relieve it from any liability which
      it
      may have to
      such
      Indemnified Party under this Section 5(c) if and to the extent the Indemnifying
      Party is
      prejudiced by such omission. In case any such action shall be brought
against
      any Indemnified
      Party and it shall notify the Indemnifying Party of the commencement thereof,
      the
      Indemnifying Party shall be entitled to participate in and, to the extent it
      shall wish, to
      assume
      and undertake the defense thereof with counsel satisfactory to such Indemnified
      Party,
      and, after notice from the Indemnifying Party to such Indemnified Party
      of
      its election
      so to assume and undertake the defense thereof, the Indemnifying Party shall
      not
be
      liable
      to such Indemnified Party under this Section 5(c) for any legal expenses
subsequently
      incurred by such Indemnified Party in connection with the defense thereof;
      if
      the
      Indemnified Party retains its own counsel, then the Indemnified Party shall
      pay
      all fees, costs
      and
      expenses of such counsel, provided, however, that, if the defendants in any
      such
      action
      include both the indemnified party and the Indemnifying Party and the
      Indemnified Party
      shall have reasonably concluded that there may be reasonable defenses available
      to
      it
      which
      are different from or additional to those available to the Indemnifying Party
      or
      if
the
      interests of the Indemnified Party reasonably may be deemed to conflict with
      the
      interests of the Indemnifying Party, the Indemnified Party shall have the right
      to select one separate
      counsel and to assume such legal defenses and otherwise to participate
in
      the
defense
      of such action, with the reasonable expenses and fees of such separate counsel
      and other
      expenses related to such participation to be reimbursed by the Indemnifying
      Party as incurred.

    


    In
      order
      to provide for just and equitable contribution in the event of joint liability
      under
      the
      Securities Act in any case in which either (i) the Seller, or any officer,
      director or
      controlling person of the Seller, makes a claim for indemnification pursuant
      to
      this
Section
      5
      but it is judicially determined (by the entry of a final judgment or decree
      by
      a
court
      of
      competent jurisdiction and the expiration of time to appeal or the denial of
      the
      last right
      of
      appeal) that such indemnification
      may not be enforced in such case notwithstanding
      the fact that this Section 5 provides for indemnification in such case, or
      (ii)
contribution
      under the Securities Act may be required on the part of the Seller
      or
      such officer, director or controlling person
      of
      the Seller in circumstances for
      which
indemnification
      is provided under this Section 5; then, and in each such case, the Company
      and
      the Seller will contribute to the aggregate losses, claims, damages or
      liabilities to which they
      may
      be subject (after contribution from others) in such proportion so that the
      Seller is responsible only for the portion represented by the percentage that
      the public offering price of
      its
      securities offered by the Registration Statement bears to the public offering
      price of
      all
      securities offered by such Registration Statement, provided, however, that,
      in
      any such
      case,
      (A)
      the Seller will not be required to contribute any amount in excess of the
public
      offering
      price of all such securities offered by it pursuant to such Registration
Statement;
      and
      (B)
      no person or entity guilty of fraudulent misrepresentation (within the meaning
      of
      Section
      10(f) of the Act) will be entitled to contribution from any person or entity
      who
      was not
      guilty of such fraudulent misrepresentation.

    


    
      
        Asset
          Purchase Agreement

        
        

      

      
        28

        
          

        

      

      
        
        

      

       

    

    Miscellaneous.

    


    Remedies. In
      the
      event of a breach by the Company or by the Seller, of any of their respective
      obligations under this Agreement, the Seller or the Company, as the
      case
      may be,
      in
      addition to being entitled to exercise all rights granted by law and under
      this
Agreement,
      including recovery of damages, will be entitled to specific performance
of
      its
rights
      under this Agreement.

    


    Piggy-Back
      Registrations.
      If at
      any time following the one year anniversary of the Closing
      Date there is not an effective Registration Statement covering all of the
      Registrable Securities
      and the Company shall determine to prepare and file with the Commission
a
      registration
      statement relating to an offering for its own account or the account of others
      under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each
      as
      promulgated under the Securities Act) or their then equivalents relating to
      equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or
      equity
      securities issuable in connection with stock option or other employee
benefit
      plans,
      then the Company shall send to the Holder written notice of such determination
      and, if within fifteen days after receipt of such notice, the Holder shall
      so
      request in writing, the
      Company
      shall include in such registration statement all or any part of such Registrable
      Securities
      such holder requests to be registered to the extent the Company may
      do so
without
      violating registration rights of others which exist as of the date of this
      Agreement, subject
      to customary underwriter cutbacks applicable to all holders of registration
      rights
      and
      subject to obtaining any required the consent of any selling stockholder(s)
      to
      such
inclusion
      under such registration statement.

    


    Amendments
      and Waivers. The
      provisions of this Agreement, including the provisions
      of this sentence, may not be amended, modified or supplemented, and waivers
      or
      consents to departures from the provisions hereof may not be given, unless
      the
      same
shall
      be
      in writing and signed by the Company and the Holders of the then outstanding
      Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the
      provisions hereof with respect to a matter that relates exclusively to the
      rights of certain Holders
      and that does not directly or indirectly affect the rights of other Holders
      may
      be
given
      by
      Holders of at least a majority of the Registrable Securities to which such
      waiver or
      consent relates; provided, however, that the provisions of this sentence
      may not be amended,
      modified, or supplemented except in accordance with the
      provisions of the immediately
      preceding sentence.

    
       

      
        
          Asset
            Purchase Agreement

          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

    

    Notices.
      Any
      notice or request hereunder may be given to the Company or the Seller
      respective addresses set forth below or as may hereafter be specified
in
      a
      notice designated
      as a change of address under this Section 6(g).
      Any
      notice or request hereunder shall
      be
      given by registered or certified mail, return receipt requested, hand
      delivery, overnight mail, Federal Express or other national overnight next
      day
      carrier (collectively, "Courier")
      or telecopy (confirmed by mail). Notices
      and requests shall be, in the case of those
      by
      hand delivery, deemed to have been given when delivered to any party to whom
      it
      is
      addressed, in the case of those by mail or overnight mail, deemed to have been
      given three (3) business days after the date when deposited in the mail or
      with
      the overnight mail carrier, in the case of a Courier, the next business day
      following timely delivery of the package with the Courier, and, in the case
      of a
      telecopy, when confirmed. The address for such
      notices and communications shall be as follows:

     

     

    
      	
              If
                to the Company:

            	
              PrimEdge,
                Inc.

              101
                Plaza Real South, Suite 217 

              Boca
                Raton, FL 33432

              Attention:
                Brian Schuster, President 

              Telecopy
                No.: (561) 447-7978

            
	 	 
	
               If
                to a Seller:

            	
              Royal
                Palm Capital Group, Inc.

              101
                Plaza Real South, Suite 217 

              Boca
                Raton, FL 33432

              Attention:
                Brian Schuster, President 

              Telecopy
                No.: (561) 447-7978

            
	 	 
	
              If
                to any other Person who is

              
                then
                  the registered Holder:

              

            	
               

              To
                the address of such Holder as it appears in the stock transfer books
                of
                the Company

            


    


    or
      such
      other address as may be designated in writing hereafter in accordance
with
      this
Section
      6(g) by such Person.

    


    Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding
      upon the successors and permitted assigns of each of the parties and shall
      inure
to
      the
      benefit of each Holder. The Company may not assign its rights or obligations
      hereunder without
      the prior written consent of each Holder. Each Holder may assign their
      respective rights
      hereunder in the manner and to the Persons as permitted under the Notes
and
      the
Security
      Agreement with the prior written consent of the Company, which consent
shall
      not
      be unreasonably withheld.

    


    Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which
      taken together shall constitute one and the same Agreement. In the event that
      any signature
      is delivered by facsimile transmission, such signature shall create a valid
      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 were the original
      thereof.

    


    
      
        Asset
          Purchase Agreement

        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    Governing
      Law. All
      questions concerning the construction, validity, enforcement and
      interpretation of this Agreement shall be governed by and construed and enforced
      in accordance
      with the internal laws of the State of Florida, without regard to the principles
      of
      conflicts of law thereof. Each party agrees that all Proceedings concerning
      the
interpretations,
      enforcement and defense of the transactions contemplated by this Agreement
      shall
      be commenced exclusively in the state and federal courts sitting in Broward
      County, Florida. Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction
      of the state and federal courts sitting in Broward County, Florida for the
      adjudication
      of any dispute hereunder or in connection herewith or with any transaction
      contemplated
      hereby or discussed herein, and hereby irrevocably waives, and agrees not to
      assert
      in
      any Proceeding, any claim that it is not personally subject to the jurisdiction
      of any such
      court, that such Proceeding is improper. Each party hereto hereby irrevocably
      waives personal
      service of process and consents to process being served in any such Proceeding
      by mailing
      a
      copy thereof via registered or certified mail or overnight delivery (with
      evidence of delivery) to such party at the address in effect for notices to
      it
      under this Agreement and agrees
      that such service shall constitute good and sufficient service of process and
      notice thereof.
      Nothing contained herein shall be deemed to limit in any way any right to serve
      process
      in any manner permitted by law. Each party hereto hereby irrevocably waives,
      to
the
      fullest extent permitted by applicable law, any and all right to trial by jury
      in any legal proceeding
      arising out of or relating to this Agreement or the transactions contemplated
      hereby.
      If either party shall commence a Proceeding to enforce any provisions of a
      Transaction
      Document, then the prevailing party in such Proceeding shall be reimbursed
      by
      the
      other party for its reasonable attorneys’ fees and other costs and expenses
      incurred with
      the
      investigation, preparation and prosecution of such Proceeding.

    


    Cumulative
      Remedies. The
      remedies provided herein are cumulative and not exclusive
      of any remedies provided by law.

    


    Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held
      by a
      court of competent jurisdiction to be invalid, illegal, void or unenforceable,
      the remainder
      of the terms, provisions, covenants and restrictions set forth herein shall
      remain in
      full
      force and effect and shall in no way be affected, impaired or invalidated,
      and
      the parties
      hereto shall use their reasonable efforts to find and employ an alternative
      means to achieve
      the same or substantially the same result as that contemplated by such term,
      provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions
      without including any of such that may be hereafter declared invalid, illegal,
      void
      or
      unenforceable.

    


    Headings. The
      headings in this Agreement are for convenience of reference only and
      shall
      not limit or otherwise affect the meaning hereof.

    


    
      
        Asset
          Purchase Agreement

        
        

      

      
        31

        
          

        

      

      
        
        

      

    


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

    PRIMEDGE,
      INC. ROYAL
      PALM CAPITAL GROUP, INC.

    

      
        	
                PRIMEDGE,
                  INC.

              	
                ROYAL
                  PALM CAPITAL GROUP, INC.

              
	 	 
	 	 
	
                By:     
                  ________________________

              	
                
                  By:     
                    ________________________

                

              
	
                Name:
                  Brian
                  Schuster                              
                  

              	
                
                  Name:
                    Brian
                    Schuster                              
                    

                

              
	
                Title:  
                  President                                       
                  

              	
                
                  Title:  
                    President                                       
                    

                

              


      

      


      
        	
                Address
                  for Notices:

              	
                Address
                  for Notices:

              
	 	 
	
                101
                  Plaza Real South, Suite 217

              	
                101
                  Plaza Real South, Suite 217

              
	
                Boca
                  Raton, FL 33432

              	
                Boca
                  Raton, FL 33432

              
	
                Attention:
                  Brian Schuster, President

              	
                Attention:
                  Brian Schuster, President

              
	
                Telecopy
                  No.: (561) 447-7978

              	
                Telecopy
                  No.: (561) 447-7978

              


      

       

      
        
          Asset
            Purchase Agreement

          
          

        

        
          32

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT III-1

    


    [Date]

    


    
      	
            	Re:	
              PrimEdge,
                Inc., Registration Statement on Form
                [SB-2]

            


    

     

    Ladies
      and Gentlemen:

    


    As
      counsel to PrimEdge, Inc., a Nevada corporation (the “Company”), we
      have
      been requested
      to render our opinion to you in connection with the resale by the individuals
      or
      entitles listed on Schedule III-1
      attached hereto (the “Selling Stockholders”), of an aggregate of [amount]
shares
      (the “Shares”) of the Company’s Common Stock.

    


    A
      Registration Statement on Form SB-2 under the Securities Act of 1933, as amended
      (the “Act”), with
      respect to the resale of the Shares was declared effective by the
      Securities and Exchange Commission on [date]. Enclosed is the Prospectus dated
      [date]. We
      understand that the Shares are to be offered and sold in the manner described
      in
      the Prospectus.

    


    Based
      upon the foregoing, upon request by the Selling Stockholders at any time while
      the
      registration
      statement remains effective, it is our opinion that the Shares have been
registered
      for resale
      under the Act and new certificates evidencing the Shares upon their transfer
      or
      re-registration by
      the
      Selling Stockholders may be issued without restrictive legend. We
      will
      advise you if the registration
      statement is not available or effective at any point in the future.

     

     

    
      	 	
              Very
                truly yours, 

               

              [Company
                counsel]

            


    

     

    
      
        Asset
          Purchase Agreement

        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    Schedule
      III-1

    


     

    
      	Selling
              Stockholder	
              Shares

              Being
                Offered

            


    

     

     

     

    
      
        Asset
          Purchase Agreement

        
        

      

      
        34