ex10-1.htm


    
      Exhibit
10.1

      AMENDED
AND RESTATED

      SHARE
EXCHANGE AGREEMENT

      


      THIS
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into
as of this 2nd
day of February 2009, by and among Acies Corporation, a Nevada
corporation (the “Company”), L.A. Digital Post, Inc., a
California corporation (“LA Digital”) , I-Toss Acquisition, Inc., a
Delaware corporation (“I-Toss”), the persons executing this Agreement listed on
the signature page hereto under the heading “I-Toss Shareholders” (referred
to  as “I-Toss Shareholders”) and LADP, LLC, a Delaware limited
liability company (“LADP”), which owns all of the outstanding shares of LA
Digital, each a “Party” and collectively the “Parties,” upon the following
premises:

      


      Premises.

      


      WHEREAS, the Company, I-Toss
and the I-Toss Shareholders previously entered into a Share Exchange Agreement
on or around December 29, 2008 (the “Original Agreement”), which included
certain errors which the Parties desire to correct and amend pursuant to the
terms of this Agreement, including, but not limited to the fact that it was
between the Company, I-Toss and the I-Toss Shareholders instead of the Company,
LADP and LA Digital;

      


      WHEREAS, the Parties desire
that this Agreement, amend, replace and supersede in its entirety the Original
Agreement;

      


      WHEREAS, the LADP owns
one-hundred percent (100%) of the issued and outstanding shares of LA
Digital;

      


      WHEREAS, the Company is a
publicly held corporation organized under the laws of the State of Nevada whose
common stock (the “Common Stock”) is quoted on the OTC Bulletin Board under the
symbol “ACIE”;

      


      WHEREAS, LADP is a privately
held limited liability company organized under the laws of the State of
Delaware;

      


      WHEREAS, LA Digital has a
wholly owned subsidiary, LADP New York, LLC, a Delaware limited liability
company (“LADPNY”) (“LADPNY” and LA Digital are together referred to herein as
the “LADP Subsidiaries”;

      


      WHEREAS, the Company desires
to acquire 100% of the issued and outstanding interests of  LA Digital
in exchange for unissued shares of the Company’s Series A Preferred Stock (the
"Exchange Offer"), so that LA Digital will become a wholly owned subsidiary of
the Company;

      


      WHEREAS, LADP desires to
exchange all of its shares in LA Digital in exchange for shares of authorized
but unissued Series A Preferred Stock of the Company;


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Agreement

      


      NOW THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to be derived
herefrom, it is hereby agreed as follows:

      


      ARTICLE
I

      


      REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF LA DIGITAL AND LADP

      


      As an
inducement to and to obtain the reliance of the Company, except as set forth on
the LADP Schedules (as hereinafter defined, which shall contain any exceptions
or qualifications to the representations and warranties are set forth below, and
shall be delivered within 10 days of LADP’s receipt of the Bank Consent (as
defined below)), LADP and the LA Digital represent and warrant as
follows:

      


      Section
1.01  Organization.  LADP
is a limited liability company duly organized, validly existing, and in good
standing under the laws of the State of Delaware. LA Digital is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of California.  LADPNY is a limited liability company duly
organized, validly existing, and in good standing under the laws of the State of
Delaware.  LA Digital and LADPNY have the corporate power and are duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of their
properties and assets and to carry on their business in all material respects as
it is now being conducted, including qualifications to do business as a foreign
corporation in the states or countries in which the character and location of
the assets owned by them or the nature of the business transacted by them
requires qualification, except where failure to be so qualified would not have a
material adverse effect on their business.  Included in the LADP
Schedules are complete and correct copies of the Certificate of Incorporation
and Bylaws of the LADP Subsidiaries as in effect on the date
hereof.  The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby will not, violate any
provision of LADP’s or the LADP Subsidiaries’ Certificate of Incorporation (or
similar organizational documents) or Bylaws.  LADP has taken all
actions required by law, its Certificate of Incorporation (or similar
organizational documents), or otherwise to authorize the execution and delivery
of this Agreement.  LADP and the LADP Subsidiaries have full power,
authority, and legal right and have taken all action required by law, their
Certificate of Incorporation (or similar organizational documents), and
otherwise to consummate the transactions herein contemplated.

      


      Section
1.02  Capitalization.

      


      (a)  The authorized capitalization
of LADP consists of 200 units, of which 200 units are currently issued and
outstanding.

      


      (b)  The authorized capitalization
of LA Digital consists of 100,000 shares of common stock, $0.01 par value, of
which 7,500 shares are currently issued and outstanding, and no shares of
preferred stock. All of the outstanding shares of LA Digital are owned by
LADP.


      
        
          
          

        

        
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      (c)  The authorized capitalization
of LADPNY consists of 100 shares of membership units currently issued and
outstanding, all of which are owned by LA Digital.

      


      (d)  All issued and outstanding
shares and/or interests of the LADP Subsidiaries are legally issued, fully paid,
and non-assessable and not issued in violation of the preemptive or other rights
of any person.

      


      Section
1.03  Subsidiaries and Predecessor
Corporations.  LA Digital does not have any predecessor
corporation(s) or subsidiary(ies) (other than LADPNY), and does not own,
beneficially or of record, any shares of any other corporation, other than the
shares of LADPNY.

      


      Section 1.04  Other
Information.

      


      (a)  The LADP Subsidiaries have no
liabilities with respect to the payment of any federal, provincial, state,
county, local or other taxes (including any deficiencies, interest or
penalties), except for taxes accrued but not yet due and payable or as provided
in the LADP Schedules.

      


      (b)  The LADP Subsidiaries have
filed all federal, provincial, state or local income and/or franchise tax
returns required to be filed by them from inception to the date
hereof.  Each of such income tax returns reflects the taxes due for
the period covered thereby, except for amounts which, in the aggregate, are
immaterial.

      


      (c)  The books and records of the
LADP Subsidiaries are in all material respects complete and correct and have
been maintained in accordance with good business and accounting
practices.

      


      (d)  The LADP Subsidiaries have no
material liabilities, direct or indirect, matured or unmatured, contingent or
otherwise in excess of Twenty-Five Thousand Dollars ($25,000), except as
disclosed in writing to the Company on Schedule 1.04, which liabilities in
aggregate shall not exceed $20,000,000 in total, including payables, on the
Closing Date.

      


      Section
1.05  Information.  The
information concerning LADP and the LADP Subsidiaries set forth in this
Agreement and in the LADP Schedules is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.

      


      Section
1.06  Options or
Warrants.  Except as set forth in the LADP Schedules, there are
no existing options, warrants, calls, or commitments of any character relating
to the authorized and unissued stock of LADP.

      


      Section
1.07  Absence of
Certain Changes or Events.  Except as set forth in this
Agreement or the LADP Schedules, since August 11, 2003:

      


      (a) 
There has not been (i) any material adverse change in the proposed business,
operations, properties, assets, or condition of the LADP Subsidiaries or (ii)
any damage, destruction, or loss to the LADP Subsidiaries (whether or not
covered by insurance) materially and adversely affecting the business or
financial condition of the LADP Subsidiaries;


      
        
          
          

        

        
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      (b) 
The LADP Subsidiaries have not (i) amended their Certificate of Incorporation
(or similar documents) or Bylaws; (ii) declared or made, or agreed to declare or
make, any payment of dividends or distributions of any assets of any kind
whatsoever to stockholders or purchased or redeemed, or agreed to purchase or
redeem, any of their capital stock; (iii) waived any rights of value which in
the aggregate are outside of the ordinary course of business or material
considering the business of the LADP Subsidiaries; (iv) made any material change
in its method of management, operation or accounting; (v) entered into any other
material transaction other than sales in the ordinary course of its business;
(vi) made any accrual or arrangement for payment of bonuses or special
compensation of any kind or any severance or termination pay to any present or
former officer or employee; (vii) increased the rate of compensation payable or
to become payable by them to any of their officers or directors or any of their
salaried employees whose monthly compensation exceeds Ten Thousand Dollars
($10,000); or (viii) made any increase in any profit sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit plan,
payment, or arrangement made to, for, or with their officers, directors, or
employees;

      


      (c) 
The LADP Subsidiaries have not (i) borrowed or agreed to borrow any funds or
incurred, or become subject to, any material obligation or liability (absolute
or contingent) in excess of $25,000 except as disclosed herein and except
liabilities incurred in the ordinary course of business; (ii) paid or agreed to
pay any material obligations or liability (absolute or contingent) other than
current liabilities, and current liabilities incurred in the ordinary course of
business and professional and other fees and expenses in connection with the
preparation of this Agreement and the consummation of the transactions
contemplated hereby (as further disclosed under Section 8.10); (iii) sold or
transferred, or agreed to sell or transfer, any of their assets, properties, or
rights (except assets, properties, or rights not used or useful in its business
which, in the aggregate have a value of less than Twenty-Five Thousand Dollars
($25,000)), or canceled, or agreed to cancel, any debts or claims (except debts
or claims which in the aggregate are of a value of less than Twenty-Five
Thousand Dollars ($25,000)); or (iv) made or permitted any amendment or
termination of any contract, agreement, or license to which they are a party if
such amendment or termination is material, considering the business of the LADP
Subsidiaries, otherwise than in the ordinary course of business;
and

      


      (d) 
To the best knowledge of LADP, the LADP Subsidiaries have not become subject to
any law or regulation which materially and adversely affects, or in the future
may adversely affect, the business, operations, properties, assets, or condition
of the LADP Subsidiaries.

      


      Section
1.08  Title and
Related Matters.  No third party has any right to, and the LADP
Subsidiaries have not received any notice of infringement of or conflict with
asserted rights of others with respect to, any product, technology, data, trade
secrets, know-how, proprietary techniques, trademarks, service marks, trade
names, or copyrights which, individually or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, would have a materially adverse
effect on the proposed business, operations, financial condition, income, or
business prospects of the LADP Subsidiaries or any material portion of their
properties, assets, or rights.


      
        
          
          

        

        
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      Section
1.09  Litigation
and Proceedings.  There are no actions, suits, or proceedings
pending or, to the knowledge of LADP after reasonable investigation, threatened
by or against the LADP Subsidiaries or affecting the LADP Subsidiaries or their
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign, or before any arbitrator of any
kind.  LADP does not have any knowledge of any material default on the
part of the LADP Subsidiaries with respect to any judgment, order, injunction,
decree, award, rule, or regulation of any court, arbitrator, or governmental
agency or instrumentality or of any circumstances which, after reasonable
investigation, would result in the discovery of such a default.

      


       Section
1.10  Contracts.

      


      (a) 
There are no material contracts, agreements, franchises, license agreements,
debt instruments or other commitments to which the LADP Subsidiaries are a party
or by which they or any of their assets, products, technology, or properties are
bound other than those incurred in the ordinary course of business (as used in
this Agreement, a "material" contract, agreement, franchise, license agreement,
debt instrument or commitment is one which (i) will remain in effect for more
than six (6) months after the date of this Agreement and (ii) involves aggregate
obligations of at least Twenty-Five Thousand Dollars ($25,000) unless otherwise
disclosed pursuant to this Agreement);

      


      (b) 
All contracts, agreements, franchises, license agreements, and other
commitments, if any, to which the LADP Subsidiaries are a party and which are
material to the operations of the LADP Subsidiaries taken as a whole are valid
and enforceable by the LADP Subsidiaries in all material respects, except as
limited by bankruptcy and insolvency laws and by other laws affecting the rights
of creditors generally;

      


       (c) 
The LADP Subsidiaries are not a party to or bound by, and the properties of the
LADP Subsidiaries are not subject to, any contract, agreement, other commitment
or instrument; any charter or other corporate restriction; or any judgment,
order, writ, injunction, decree, or award which materially and adversely
affects, the business operations, properties, assets, or condition of the LADP
Subsidiaries; and

      


      (d) 
Except as included or described in the LADP Schedules, the LADP Subsidiaries are
not a party to any oral or written (i) contract for the employment of any
officer or employee which is not terminable on thirty (30) days, or less notice;
(ii) profit sharing, bonus, deferred compensation, stock option, severance pay,
pension benefit or retirement plan; (iii) agreement, contract, or indenture
relating to the borrowing of money; (iv) guaranty of any obligation, other than
one on which the LADP Subsidiaries are a primary obligor; (v) collective
bargaining agreement; or (vi) agreement with any present or former officer or
director of the LADP Subsidiaries.

      


      Section
1.11  Material
Contract Defaults.  The LADP Subsidiaries are not in default in
any material respect under the terms of any outstanding material contract,
agreement, lease, or other commitment which is material to the business,
operations, properties, assets or condition of the LADP Subsidiaries and there
is no event of default in any material respect under any such contract,
agreement, lease, or other commitment in respect of which the LADP Subsidiaries
have not taken adequate steps to prevent such a default from
occurring.  Without limiting the Schedules, LADP confirms that it is
past maturity on its financing agreement with Bank of America.


      
        
          
          

        

        
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      Section
1.12  No Conflict
With Other Instruments.  Provided consent from Bank of America
is secured, which shall be a required term of this Agreement and the
consummation of the transactions contemplated herein, the execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, constitute
an event of default under, or terminate, accelerate or modify the terms of any
material indenture, mortgage, deed of trust, or other material contract,
agreement, or instrument to which LADP or the LADP Subsidiaries are a party or
to which any of their properties or operations are subject as of the date of
this Agreement and/or as of the Closing Date.

      


      Section
1.13  Governmental
Authorizations.  Except as set forth in the LADP Schedules, the
LADP Subsidiaries have all licenses, franchises, permits, and other governmental
authorizations that are legally required to enable them to conduct their
business in all material respects as conducted on the date
hereof.  Except for compliance with federal, provincial and state
securities and corporation laws, as hereinafter provided, no authorization,
approval, consent, or order of, or registration, declaration, or filing with,
any court or other governmental body is required in connection with the
execution and delivery by the LADP Subsidiaries of this Agreement and the
consummation by the LADP Subsidiaries of the transactions contemplated
hereby.

      


      Section
1.14  Compliance
With Laws and Regulations.  Except as set forth in the LADP
Schedules, to the best of LADP’s knowledge the LADP Subsidiaries have complied
with all applicable statutes and regulations of any federal, provincial, state,
or other governmental entity or agency thereof, except to the extent that
noncompliance would not materially and adversely affect the business,
operations, properties, assets, or condition of the LADP Subsidiaries or except
to the extent that noncompliance would not result in the occurrence of any
material liability for the LADP Subsidiaries.

      


      Section
1.15  Approval of
Agreement.  The Manager(s) and Members of LADP shall have
authorized the execution and delivery of this Agreement by LADP and has approved
this Agreement and the transactions contemplated hereby.  The Board of
Directors of LA Digital shall have authorized the execution and delivery of this
Agreement by LA Digital and approved this Agreement and the transactions
contemplated herein.

      


      Section
1.16  Material
Transactions or Affiliations.  Set forth in the LADP Schedules
is a description, if applicable, of every contract, agreement, or arrangement
between the LADP Subsidiaries and any predecessor and any person who was at the
time of such contract, agreement, or arrangement an officer, director, or person
owning of record, or known by either of the LADP Subsidiaries to own
beneficially, five percent (5%) or more of the issued and outstanding common
stock of either LADP Subsidiary and which is to be performed in whole or in part
after the date hereof or which was entered into not more than three (3) years
prior to the date hereof. Except as disclosed in the LADP Schedules or otherwise
disclosed herein, no officer, director, or five percent (5%) shareholder of
either LADP Subsidiary has, or has had since January 1, 2005, any known
interest, direct or indirect, in any transaction with such LADP Subsidiary which
was material to the business of such LADP Subsidiary.  There are no
commitments by the LADP Subsidiaries, whether written or oral, to lend any
funds, or to borrow any money from, or enter into any other transaction with,
any such affiliated person.


      
        
          
          

        

        
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      Section
1.17  LADP
Schedules.  LADP will deliver to the Company the following
schedules, if such schedules are applicable to the business of the LADP
Subsidiaries, which are collectively referred to as the " LADP Schedules" and
which consist of separate schedules dated as of the date of execution of this
Agreement, all certified by the principal executive officer of LADP and the LADP
Subsidiaries as complete, true, and correct as of the date of this Agreement in
all material respects, which schedules shall be delivered within 10 days
following the date LADP receives the Bank Consent (as defined
below):

      


      (a) 
a schedule containing complete and correct copies of the Certificate of
Formation (or similar documentation) of the LADP Subsidiaries in effect as of
the date of this Agreement;

      


      (b) 
a schedule containing complete and correct copies of the Bylaws, Articles of
Organization or similar organizational documents of the LADP Subsidiaries in
effect as of the date of this Agreement;

      


      (c) 
a schedule containing any Corporate Resolutions of the Shareholders
of  LADP and the LADP Subsidiaries;

      


      (d) 
a schedule containing Minutes of meetings of the Managers of LADP and the Board
of Directors of the LADP Subsidiaries;

      


      (e) 
a schedule containing a list indicating the name and address of each shareholder
of  the LADP Subsidiaries together with the number of shares owned by
him, her or it;

      


      (f) 
a schedule listing any and all federal, provincial, state and local tax
identification numbers of the LADP Subsidiaries and containing complete and
correct copies of all federal, provincial, state and local tax returns filed by
the LADP Subsidiaries;

      


      (g) 
a schedule setting forth any other information, together with any required
copies of documents, required to be disclosed by LADP.  Any fact known
to be, or to the best knowledge of LADP or after reasonable investigation,
reasonably believed to be, contrary to any of the representations, covenants,
and warranties made in Article I are required to be disclosed in the LADP
Schedules pursuant to this Section 1.17(g); and

      


      (h) 
a schedule of any and all limitations or qualifications or exceptions to the
representations, covenants and warranties of LADP and the LADP Subsidiaries
contained in Article 1 of this Agreement, if any.

      


      LADP
shall cause the LADP Schedules and the instruments and data delivered to the
Company hereunder to be promptly updated after the date hereof up to and
including the Closing Date.


      
        
          
          

        

        
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      It is
understood and agreed that LADP has ten days from the date the Bank Consent (as
defined below) is received to provide such schedules to the
Company.  If LADP cannot or fails to do so, or if the Company acting
reasonably finds any such schedules or updates provided to be unacceptable
according to the criteria set forth herein, the Company may terminate this
Agreement by giving written notice to LADP at any time prior to the Closing
Date.  For purposes of the foregoing, the Company may consider a
disclosure in the LADP Schedules to be "unacceptable" only if that item would
have a material adverse impact on the financial condition of the LADP
Subsidiaries, taken as a whole.  LADP shall not be in default if such
schedules are complete as to the reasonable determination of the
Company.

      


      Section
1.18  Valid
Obligation.  This Agreement and all agreements and other
documents executed by LADP in connection herewith constitute the valid and
binding obligation of LADP, enforceable in accordance with its or their terms,
except as may be limited by bankruptcy, insolvency, moratorium 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 therefor may be
brought.

      


      Section 1.19  Acquisition of the Shares by
LADP. LADP is acquiring the Shares (as defined in Section 3.01) for its
own account without the participation of any other person and with the intent of
holding the Shares (which for the purposes of this Article 1 shall include any
shares issuable upon conversion of the Shares) for investment and without the
intent of participating, directly or indirectly, in a distribution of the
Shares, or any portion thereof, and not with a view to, or for resale in
connection with, any distribution of the Shares, or any portion
thereof.  LADP has read, understood and consulted with its legal
counsel regarding the limitations and requirements of Section 5 of the
Securities Act of 1933, as amended (the “1933 Act”). LADP will offer, sell,
pledge, convey or otherwise transfer the Shares, or any portion thereof, only
if: (i) pursuant to an effective registration statement under the 1933 Act and
any and all applicable state securities or Blue Sky laws or in a transaction
which is otherwise in compliance with the 1933 Act and such laws; or (ii)
pursuant to a valid exemption from registration.

      


      Section
1.20  Exemption
from Registration.  The Exchange and the transactions
contemplated thereby, meet an exemption from registration pursuant to Rule 506
of Regulation D promulgated under the 1933 Act.

      


      Section
1.21  Expenses.  Upon
Closing, LADP and/or the LADP Subsidiaries shall be responsible for and will pay
all reasonable legal, auditing, accounting and other expenses incurred in
connection with this Exchange Offer and the other related transactions described
in this Agreement, including but not limited to the Information Statement
described in Section 7.01 and the Spin-Off described in Section 7.03, as further
described under Section 8.10, below.  The payment for such legal,
auditing, accounting and other expenses will be paid by LADP or the Company
(post Closing) by way of a reimbursement to Oleg Firer, the Chief Executive
Officer of the Company for any fees paid personally by Mr. Firer or his assigns
or the assumption of the liabilities of the Company relating to the Exchange
Offer and the other related transactions described in this Agreement by the
Company post-Spin-Off.

      


      Section
1.22.  Representations,
Acknowledgements and Warranties of LADP. LADP represents, acknowledges
and warrants the following to the Company, except as set forth on the LADP
Schedules (as hereinafter defined, which shall contain any exceptions or
qualifications to the representations and warranties are set forth below, and
shall be delivered within 10 days of LADP’s receipt of the Bank Consent (as
defined below)), and agrees that such representations, acknowledgements and
warranties shall be automatically reconfirmed by LADP on the Closing
Date:


      
        
          
          

        

        
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      (a) 
LADP recognizes that the Shares have not been registered under the 1933 Act, nor
under the securities laws of any state and, therefore, cannot be resold unless
the resale of the Shares is registered under the 1933 Act or unless an exemption
from registration is available.  LADP may not sell the Shares without
registering them under the 1933 Act and any applicable state securities laws
unless exemptions from such registration requirements are available with respect
to any such sale;

      


      (b) 
LADP is acquiring the Shares for its own account for long-term investment and
not with a view toward resale, fractionalization or division, or distribution
thereof, and it does not presently have any reason to anticipate any change in
its circumstances, financial or otherwise, or particular occasion or event which
would necessitate or require the sale or distribution of the
Shares.  No one other than the LADP will have any beneficial interest
in said securities.  LADP agrees to set forth the terms of its
ownership, record address and tax id number on the Type of Ownership Form,
attached hereto as Exhibit
A;

      


      (c) 
LADP acknowledges that it is

      


      a. 
an “Accredited Investor” because it meets one of the following items: is a
natural person who has an individual net worth, or joint net worth
with  that person's spouse of more than $1,000,000; or is a natural
person who had an individual income in excess of $200,000 in each of the two
most recent years or joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year; or is a bank as defined in Section
3(a)(2) of the 1933 Act or any savings and loan association or other institution
as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its
individual or fiduciary capacity; or any broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934; or is an insurance company as
defined in Section 2(13) of the 1933 Act; or is an investment company registered
under the Investment Company Act of 1940; or a business development company as
defined in Section 2(a)(48) of the Investment Company Act of 1940; or is a Small
Business Investment Company licensed by the U. S. Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act of 1958; or is
an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment decision is made by a
"plan fiduciary" (as defined in Section 3(21) of such act) which is either a
bank, insurance company, or registered investment advisor, or if the employee
benefit plan has total assets in excess of $5,000,000, or, if a self-directive
plan, its investment decisions are made solely by persons that are accredited
investors; or is a "private business development company" as defined in Section
202(a)(22) of the Investment Advisors Act of 1940; or is an organization
described in Section 501(c)(3) of the Internal Revenue Code, corporation,
Massachusetts or similar business trust, or partnership, not formed for the
specific purpose of acquiring the securities offered, with total assets in
excess of $5,000,000; or any trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the Shares, whose purchase is
directed by a sophisticated person as defined in the rules and regulations of
the 1933 Act; or is an entity in which all of the equity owners fall within one
of the categories set forth above; or is otherwise an Accredited Investor as
defined in Section 501 of Regulation D as adopted by the Securities and Exchange
Commission, or


      
        
          
          

        

        
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      b. 
has had an opportunity to and in fact has thoroughly reviewed the Company’s
latest periodic report (Form 10-K and 10-Q) filings, current report filings
(Form 8-K) and the audited and unaudited financial statements, risk factors,
results of operations and related business disclosures described therein at
http:///www. SEC. gov;  has had a reasonable opportunity to ask
questions of and receive answers and to request additional relevant information
from a person or persons acting on behalf of the Company regarding such
information; and has no pending questions as of the date of this
Agreement;

      


      (d) 
LADP has such knowledge and experience in financial and business matters that
LADP is capable of evaluating the merits and risks of an investment in the
Shares and of making an informed investment decision, and does not require a
representative in evaluating the merits and risks of an investment in the
Shares;

      


      (e) 
LADP recognizes that an investment in the Company is a speculative venture and
that the total amount of consideration tendered in connection with the Exchange
Offer is placed at the risk of the business and may be completely
lost.  The ownership of the Shares as an investment involves special
risks.  LADP has read and reviewed the Company’s latest periodic and
current report filings on the Securities and Exchange Commission’s EDGAR webpage
at www.sec.gov,
including the financial statements, results of operations, risk factors and
related information contained therein;

      


      (f) 
LADP realizes that the Shares cannot readily be sold as they will be restricted
securities and therefore the Shares must not be accepted in the Exchange Offer
unless LADP has liquid assets sufficient to assure that such purchase will cause
no undue financial difficulties and LADP can provide for current needs and
possible personal contingencies;

      


      (g) 
LADP confirms and represents that it is able (i) to bear the economic risk of
its investment, (ii) to hold the Shares for an indefinite period of time, and
(iii) to afford a complete loss of its investment.  LADP also
represents that it has (i) adequate means of providing for its current needs and
possible personal contingencies, and (ii) has no need for liquidity in this
particular investment;

      


      (h) 
All information which LADP has provided to the Company concerning LADP 's
financial position and knowledge of financial and business matters is correct
and complete as of the date hereof, and if there should be any material change
in such information prior to the Closing Date,  LADP will immediately
provide the Company with such information;

      


      (i) 
LADP has carefully considered and has, to the extent it believes such discussion
necessary, discussed with its professional, legal, tax and financial advisors,
the suitability of an investment in the Shares for its particular tax and
financial situation and LADP and its advisers, if such advisors were deemed
necessary, have determined that the Shares are a suitable investment for it;
and

      


      (j) 
LADP has not become aware of and has not been offered the Shares by any form of
general solicitation or advertising, including, but not limited to,
advertisements, articles, notices or other communications published in any
newspaper, magazine, or other similar media or television or radio broadcast or
any seminar or meeting where, to LADP’s knowledge, those individuals that have
attended have been invited by any such or similar means of general solicitation
or advertising.


      
        
          
          

        

        
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      Section
1.23.  Section 16
Reporting Obligations.  LADP agrees that due to its receipt of
the Shares, LADP may become subject to the reporting requirements of Section 16
as well as other Sections of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).  LADP agrees to promptly file with the
Securities and Exchange Commission any and all Exchange Act filings relating to
LADP’s ownership of the Shares.

      


      Section
1.24.  Insider
Trading.  LADP certifies and confirms that it has not
personally, nor through any third parties, purchased, nor caused to be purchased
in the public marketplace any publicly traded shares of the
Company.  LADP further certifies and confirms that it has not
communicated the nature of the transactions contemplated herein, is not aware of
any disclosure of non-public information regarding the Company or the
transactions contemplated herein, and is not a party to any insider trading in
the Company’s securities.  LADP further certifies and confirms that it
has not “tipped” any related parties nor third parties regarding the
transactions contemplated herein, and/or advised any parties to purchase shares
of the Company’s securities in the marketplace.

      


      ARTICLE
II

      


      REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF THE COMPANY

      


      As an
inducement to, and to obtain the reliance of LADP, except as set forth in the
Company Schedules (as hereinafter defined), or not otherwise disclosed in the
Company’s periodic filings on the Securities and Exchange Commission’s EDGAR
filing website (“EDGAR”), the Company represents and warrants as
follows:

      


      Section
2.01  Organization.  The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada and has the corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets, to carry on its business in all material respects as it
is now being conducted and as contemplated after the Exchange, and except where
failure to be so qualified would not have a material adverse effect on its
business, there is no jurisdiction in which it is not qualified in which the
character and location of the assets owned by it or the nature of the business
transacted by it requires qualification.  Included in the Company
Schedules are complete and correct copies of the Articles of Incorporation and
Bylaws (or similar organizational documents) of the Company as in effect on the
date hereof. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby will not, violate any
provision of the Company's Articles of Incorporation or Bylaws (or similar
organizational documents).  The Company has taken all action required
by law, its Articles of Incorporation, its Bylaws (or similar organizational
documents), or otherwise to authorize the execution and delivery of this
Agreement, and the Company has full power, authority, and legal right and has
taken all action required by law, its Articles of Incorporation, Bylaws, (or
similar organizational documents) or otherwise to consummate the transactions
herein contemplated.


      
        
          
          

        

        
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      Section
2.02  Capitalization.  The
Company is authorized to issue 200,000,000 shares of Common Stock, of which
73,984,095 shares of common stock will be issued and outstanding on the Closing
Date (not including any shares issuable in connection with convertible
securities, warrants and options which may be outstanding as of the Closing
Date).  The Company is authorized to issue 5,000,000 shares of
preferred stock, of which the Company has designated 44,340 shares of Series A
Preferred Stock with such rights and preferences as set forth on the Certificate
of Designations of Acies Corporation Establishing the Designations, Preferences,
Limitations and Relative Rights of its Series A Preferred Stock, attached hereto
as Exhibit B
(the “Designation”) of which no shares will be issued and outstanding on the
Closing Date.  All issued and outstanding shares are legally issued,
fully paid, and non-assessable and not issued in violation of the preemptive or
other rights of any person.  No other Series A Preferred Stock is
contemplated to be issued except as provided in connection with this
Agreement.

      


      Section
2.03  Subsidiaries and Predecessor
Corporations.  Except as otherwise provided in the Company
Schedules, the Company does not have any predecessor corporation(s) or
subsidiaries, and does not own, beneficially or of record, any shares of any
other corporation, other than its wholly owned Nevada subsidiary, Acies,
Inc.

      


      Section
2.04  Financial
Statements.

      


      (a) 
The Company has no liabilities with respect to the payment of any federal,
provincial, state, county, local or other taxes (including any deficiencies,
interest or penalties), except for taxes accrued but not yet due and
payable.

      


      (b) 
The books and records, financial and otherwise, of the Company are in all
material aspects complete and correct and have been maintained in accordance
with good business and accounting practices.  All financial statements
are audited through March 31, 2008.

      


      Section
2.05  Information.  The
information concerning the Company set forth in this Agreement and the Company
Schedules is complete and accurate in all material respects and does not contain
any untrue statements of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading.  In addition, the Company has fully
disclosed in writing to LADP (through this Agreement or the Company Schedules)
all information, relating to matters involving the Company or its assets or its
present or past operations or activities which (i) indicated or may indicate, in
the aggregate, the existence of a greater than Twenty-Five Thousand Dollars
($25,000) liability or diminution in value, (ii) have led or may lead to a
competitive disadvantage on the part of the Company or (iii) either alone or in
aggregation with other information covered by this Section, otherwise have led
or may lead to a material adverse effect on the transactions contemplated herein
or on the Company, its assets, or its operations or activities as presently
conducted or as contemplated to be conducted after the Closing Date, including,
but not limited to, information relating to governmental, employee,
environmental, litigation and securities matters and transactions with
affiliates.

      


      Section
2.06  Convertible
Securities, Options or Warrants.  There are no existing
convertible securities, options, warrants, calls, or commitments of any
character relating to the authorized and unissued stock of the Company, except
as otherwise set forth in the Company Schedules.


      
        
          
          

        

        
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      Section
2.07  Absence of
Certain Changes or Events.  Except as disclosed in Schedule
2.07, or provided in writing to LADP, since the date of the Company’s September
30, 2008 balance sheet for the Company as otherwise set forth in the Company
Schedules:

      


      (a) 
There has not been (i) any material adverse change in the business, operations,
properties, assets or condition of the Company or (ii) any damage, destruction
or loss to the Company (whether or not covered by insurance) materially and
adversely affecting the business, operations, properties, assets or condition of
the Company;

      


      (b) 
The Company has not and will not (i) amend its Articles of Incorporation or
Bylaws (or similar organizational documents) except to complete the performance
of the Company as set forth herein; (ii) declare or make, or agree to declare or
make any payment of dividends or distributions of any assets of any kind
whatsoever to stockholders or purchase or redeem, or agree to purchase or
redeem, any of its capital stock; (iii) waive any rights of value which in the
aggregate are outside of the ordinary course of business or material considering
the business of the Company; (iv) make any material change in its method of
management, operation, or accounting; (v) enter into any transaction or
agreement other than in the ordinary course of business; (vi) make any accrual
or arrangement for or payment of bonuses or special compensation of any kind or
any severance or termination pay to any present or former officer or employee;
(vii) increase the rate of compensation payable or to become payable by it to
any of its officers or directors or any of its salaried employees whose monthly
compensation exceeds Ten Thousand Dollars ($10,000); or (viii) make any increase
in any profit sharing, bonus, deferred compensation, insurance, pension,
retirement, or other employee benefit plan, payment, or arrangement, made to,
for or with its officers, directors, or employees.  Additionally, any
and all contracts or agreements of any kind shall be terminable upon the closing
of the Spin-Off (defined below);

      


      (c) 
The Company has not (i) granted or agreed to grant any options or warrants; (ii)
borrowed or agreed to borrow any funds or incurred, or become subject to, any
material obligation or liability (absolute or contingent) except liabilities
incurred in the ordinary course of business; (iii) paid or agreed to pay any
material obligations or liabilities (absolute or contingent) other than current
liabilities reflected in or shown on the most recent Company balance sheet and
current liabilities incurred since that date in the ordinary course of business
and professional and other fees and expenses in connection with the preparation
of this Agreement and the consummation of the transaction contemplated hereby;
(iv) sold or transferred, or agreed to sell or transfer, any of its assets,
properties, or rights (except assets, properties, or rights not used or useful
in its business which, in the aggregate have a value of less than Twenty-Five
Thousand Dollars ($25,000)), or canceled, or agreed to cancel, any debts or
claims (except debts or claims which in the aggregate are of a value less than
Twenty-Five Thousand Dollars ($25,000));  and (v) made or permitted
any amendment or termination of any contract, agreement, or license to which it
is a party if such amendment or termination is material, considering the
business of the Company; and

      


      (d) 
The Company has not become subject to any law or regulation which materially and
adversely affects, or in the future, may adversely affect, the business,
operations, properties, assets or condition of the Company.


      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

      Section
2.08  Title and
Related Matters.  The Company has good and marketable title to
all of its properties, inventory, interest in properties, and assets, real and
personal, which are reflected in the most recent Company balance sheet or
acquired after that date (except properties, inventory, interest in properties,
and assets sold or otherwise disposed of since such date in the ordinary course
of business), free and clear of all liens, pledges, charges, or encumbrances
except (a) statutory liens or claims not yet delinquent; (b) such imperfections
of title and easements as do not and will not materially detract from or
interfere with the present or proposed use of the properties subject thereto or
affected thereby or otherwise materially impair present business operations on
such properties; and (c) as described in the Company
Schedules.  Except as set forth in the Company Schedules, the Company
owns, free and clear of any liens, claims, encumbrances, royalty interests, or
other restrictions or limitations of any nature whatsoever, any and all products
it is currently manufacturing, including the underlying technology and data, and
all procedures, techniques, marketing plans, business plans, methods of
management, or other information utilized in connection with the Company's
business.  Except as set forth in the Company Schedules, no third
party has any right to, and the Company has not received any notice of
infringement of or conflict with asserted rights of others with respect to any
product, technology, data, trade secrets, know-how, proprietary techniques,
trademarks, service marks, trade names, or copyrights which, individually or in
the aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a materially adverse effect on the business, operations, financial
condition, income, or business prospects of the Company or any material portion
of its properties, assets, or rights.

      


      Section
2.09  Litigation
and Proceedings.  There are no actions, suits, proceedings or
investigations pending or, to the knowledge of the Company after reasonable
investigation, threatened by or against the Company or affecting the Company or
its properties, at law or in equity, before any court or other governmental
agency or instrumentality, domestic or foreign, or before any arbitrator of any
kind.  The Company has no knowledge of any default on its part with
respect to any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator, or governmental agency or instrumentality,
or any circumstance which after reasonable investigation would result in the
discovery of such default.

      


      Section
2.10  Contracts.  Except
as otherwise set forth in the Company Schedules:

      


      (a) 
The Company is not a party to, and its assets, products, technology and
properties are not bound by, any material contract, franchise, license
agreement, agreement, debt instrument or other commitments whether such
agreement is in writing or oral.

      


      (b) 
All contracts, agreements, franchises, license agreements, and other commitments
to which the Company is a party or by which its properties are bound and which
are material to the operations of the Company taken as a whole are valid and
enforceable by the Company in all respects, except as limited by bankruptcy and
insolvency laws and by other laws affecting the rights of creditors
generally;

      


      (c) 
The Company is not a party to or bound by, and the properties of the Company are
not subject to any contract, agreement, other commitment or instrument; any
charter or other corporate restriction; or any judgment, order, writ,
injunction, decree, or award which materially and adversely affects, the
business operations, properties, assets, or condition of the Company;
and


      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       (d) 
The Company is not a party to any oral or written (i) contract for the
employment of any officer or employee which is not terminable on thirty (30)
days, or less notice; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay, pension benefit or retirement plan, (iii) agreement,
contract, or indenture relating to the borrowing of money, (iv) guaranty of any
obligation, other than one on which the Company is a primary obligor all of
which are reflected in the Company balance sheet, for the borrowing of money or
otherwise, excluding endorsements made for collection and other guaranties of
obligations which, in the aggregate do not exceed more than one year or
providing for payments in excess of Twenty-Five Thousand Dollars ($25,000) in
the aggregate; (v) collective bargaining agreement; or (vi) agreement with any
present or former officer or director of the Company.

      


      Section
2.11  Material
Contract Defaults.  The Company is not in default in any
respect under the terms of any outstanding contract, agreement, lease, or other
commitment which is material to the business, operations, properties, assets or
condition of the Company and there is no event of default in any material
respect under any such contract, agreement, lease, or other commitment in
respect of which the Company has not taken adequate steps to prevent such a
default from occurring.

      


      Section
2.12  No Conflict
With Other Instruments.  The execution of this Agreement and
the consummation of the transactions contemplated by this Agreement will not
result in the breach of any term or provision of, constitute a default under, or
terminate, accelerate or modify the terms of, any indenture, mortgage, deed of
trust, or other material agreement or instrument to which the Company is a party
or to which any of its assets or operations are subject.

      


      Section
2.13  Governmental
Authorizations.  The Company has all licenses, franchises,
permits, and other governmental authorizations, that are legally required to
enable it to conduct its business operations in all material respects as
conducted on the date hereof.  Except for compliance with federal,
provincial and state securities or corporation laws, as hereinafter provided, no
authorization, approval, consent or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by the Company of this Agreement and the consummation
by the Company of the transactions contemplated hereby.

      


      Section
2.14  Compliance
With Laws and Regulations.  To the best of its knowledge, the
Company has complied with all applicable statutes and regulations of any
federal, provincial, state, or other applicable governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets or condition of
the Company or except to the extent that noncompliance would not result in the
occurrence of any material liability.  This compliance includes, but
is not limited to, the filing of all reports, filings and schedules to date with
federal, provincial and state securities authorities.

      


      Section
2.15  Approval of
Agreement.  The Board of Directors of the Company has
authorized the execution and delivery of this Agreement by the Company and has
approved this Agreement and the transactions contemplated
hereby.


      
        
          
          

        

        
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      Section
2.16  Material
Transactions or Affiliations.  Except as disclosed herein and
in the Company Schedules, or on EDGAR, there exists no contract, agreement or
arrangement between the Company and any predecessor and any person who was at
the time of such contract, agreement or arrangement an officer, director, or
person owning of record or known by the Company to own beneficially, five
percent (5%) or more of the issued and outstanding Common Stock of the Company
and which is to be performed in whole or in part after the date hereof or was
entered into not more than three years prior to the date
hereof.  Neither any officer, director, nor five percent (5%)
shareholder of the Company has, or has had since inception of the Company, any
known interest, direct or indirect, in any such transaction with the Company
which was material to the business of the Company.  The Company has no
commitment, whether written or oral, to lend any funds to, borrow any money
from, or enter into any other transaction with, any such affiliated
person.

      


      Section
2.17  The Company
Schedules.  No later than 10 days from the date the Bank
Consent is obtained, the Company will deliver to LADP the following schedules,
which are collectively referred to as the "Company Schedules" and which consist
of separate schedules, which are dated the date of this Agreement, all certified
by the chief executive officer of the Company to be complete, true, and accurate
in all material respects as of the date of this Agreement:

      


      (a) 
a certified list from the Company’s Transfer Agent setting forth the name and
address of each shareholder of the Company together with the number of shares
owned by him, her or it;

      


      (b) 
a schedule containing a description of all real property owned by the Company
(if any), together with a description of every mortgage, deed of trust, pledge,
lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever
in such real property;

      


      (c) 
copies of all licenses, permits, and other governmental authorizations (or
requests or applications therefor) pursuant to which the Company carries on or
proposes to carry on its business (except those which, in the aggregate, are
immaterial to the present or proposed business of the Company);

      


      (d) 
a schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of the Company
since September 30, 2008;

      


      (e) 
a schedule listing any and all federal, provincial, state and local tax
identification numbers of the Company and containing complete and correct copies
of all federal, provincial, state and local tax returns filed by the Company;
and

      


      (f) 
a schedule setting forth any other information, together with any required
copies of documents, required to be disclosed by the Company.  Any
fact known to be, or to the best knowledge of the Company after reasonable
investigation, reasonably believed to be, contrary to the representations,
covenants, and warranties made in Article II are required to be disclosed in the
Company Schedules pursuant to this Section 2.17(f).


      
        
          
          

        

        
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      The
Company shall cause the Company Schedules and the instruments and data delivered
to LADP hereunder to be promptly updated after the date hereof up to and
including the Closing Date to include any material changes in such information
not otherwise provided to LADP in writing and disclosed on EDGAR.

      


      Section
2.18  Valid
Obligation.  This Agreement and all agreements and other
documents executed by the Company in connection herewith constitute the valid
and binding obligation of the Company, enforceable in accordance with its or
their terms, except as may be limited by bankruptcy, insolvency, moratorium 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 therefor may
be brought.

      


      Section 2.19  Reporting Requirements of
the Company.  The Company is subject to the reporting and
filing requirements of the Securities Exchange Act of 1934, as amended (“the
Exchange Act’).

      


      Section
2.20  Quotation
on the OTC Bulletin Board.  The Company’s Common Stock is
quoted on the OTC Bulletin Board under the symbol “ACIE” and the Company will
retain such quotation on the OTC Bulletin Board following the Closing of the
transactions contemplated herein.  The Company shall not be delisted
or qualified for delisting from the date of the execution of this Agreement
until the Closing Date.

      


      Section
2.21  Approval of
the Exchange by the Company’s Shareholders.  Certain of the
transactions contemplated by this Agreement require the approval of the
Company’s shareholders.  As described in Section 7.01, the Company
will file an Information Statement with the Securities and Exchange Commission
to gain approval and ratification from the Company’s shareholders of certain of
the transactions described herein, which ratification and approval shall be a
required term of this Agreement and the Exchange Offer.

      


      Section
2.22  Fully
Diluted Shares.  Upon the conversion of the Preferred Stock (as
defined below); assuming that no convertible securities, options or warrants in
LADP or LA Digital are assumed by the Company in connection with the Closing;
that and all outstanding warrants and options of the Company are exercised; that
the Company’s September 23, 2008, Convertible Promissory Notes with Oleg Firer
and Pinnacle Three Corporation (the “Convertible Notes”) are exercised in full
with all accrued interest as of January 23, 2009; not taking into account any
accrued by unpaid interest on the Convertible Notes after January 23, 2009; and
assuming the successful completion of the requirements and undertakings set
forth in Article VII below, including but not limited to the cancellation of the
Firer Shares, the Spin-Off and Reverse Stock Split, the Preferred Stock (when
automatically converted in connection with the effectiveness of the Reverse
Stock Split) will represent approximately 97.8% of the Company’s then
outstanding shares of common stock.


      
        
          
          

        

        
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      ARTICLE
III

      


      PLAN
OF EXCHANGE

      


      Section
3.01  The
Exchange.

      


      (a) 
On the terms and subject to the conditions set forth in this Agreement, on the
Closing Date (as defined below), LADP shall accept the Exchange Offer described
herein and shall assign, transfer and deliver, free and clear of all liens,
pledges, encumbrances, charges, restrictions or known claims of any kind,
nature, or description, the interests of LA Digital set forth herein, in the
aggregate constituting no less than One Hundred Percent (100%) of the issued and
outstanding interests of LA Digital.

      


      (b) 
LADP will receive an aggregate of Forty-Four Thousand Three Hundred and Forty
(44,340) shares of the Company’s Series A Preferred Stock (the “Preferred
Stock”) in consideration for One Hundred Percent (100%) of the ownership
interests of LA Digital.  Pursuant to the Designation, the Preferred
Stock shall automatically convert, upon the Effective Date (as defined therein)
of the Reverse Stock Split (as defined below in Section 7.01), into an aggregate
of Forty Four Million Three Hundred and Forty Thousand (44,340,000) post-Reverse
Stock Split shares of the Company’s Common Stock (the “Shares”).  Upon
gaining shareholder approval for the Reverse Stock Split, as described below in
Section 7.01, the Company will file a Certificate of Amendment to affect the
Reverse Stock Split and will thereafter take prompt action to affect the Spin
Off described in Section 7.03.

      


      Section
3.02  Closing.  The
closing (“Closing”) of the transaction contemplated by this Agreement shall
occur at a date mutually agreeable to the Company and LADP, subsequent to the
satisfaction of the Closing Conditions (described below) which date shall in no
event be later than March 31, 2009, unless such date is extended in writing by
the mutual consent of all Parties (the "Closing Date").  Such Closing
shall take place at a mutually agreeable time and place.

      


      (a) 
The following “Closing Conditions” shall have occurred, or have been waived by
the Company in writing, prior to the Closing Date:

      


      (i) 
LADP shall have supplied the LADP Schedules and the required Officer’s
Certificates to the Company, which are required to be delivered no later than 10
days of the date the Bank Consent is obtained, and the Company shall have had a
period of not less than 10 days to review such LADP Schedules, unless such
review period has been waived by the Company in writing;

      


      (ii) 
The Exchange shall have been approved, and Shares delivered in accordance with
Section 3.01.  The Managers and Members of LADP shall have approved
the transactions contemplated by this Agreement;

      


      (iii) 
LADP shall have obtained the consent of Bank of America to LADP’s entry into
this Agreement and to affect the transactions contemplated herein (the “Bank
Consent”); and


      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

      (iv) 
LADP shall have compiled with all of the requirements of Article V,
below.

      


      (b) 
At Closing, or immediately thereafter, the following will occur:

      


      (i) 
LADP shall surrender the certificates evidencing One Hundred Percent (100%) of
the ownership interests of LA Digital, duly endorsed with Medallion Guaranteed
stock powers so as to make the Company the sole owner thereof;

      


      (ii) 
LADP shall supply evidence reasonably acceptable to the Company that the
required Bank Consent (as described below) has been approved, and shall supply
the Company with Minutes of the Managers and Members of LADP approving and
consenting to this Agreement and the transactions contemplated
herein;

      


      (iii) 
The Company will issue and deliver an aggregate of Forty-Four Thousand Three
Hundred and Forty (44,340) newly issued shares of the Company’s Series A
Preferred Stock in the name of LADP, in accordance with this Agreement;
and

      


      (iv)  At the Closing, the Company
and LADP shall execute, acknowledge, and deliver (or shall ensure to be
executed, acknowledged, and delivered) any and all certificates, opinions,
financial statements, schedules, agreements, resolutions, rulings or other
instruments required by this Agreement to be so delivered at or prior to the
Closing, together with such other items as may be reasonably requested by the
Parties hereto and their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby.

      


      Section 3.03  Tradability of
Shares. Neither the Shares to be issued to LADP nor the shares of Common
Stock which the Preferred Stock are convertible into (the “Conversion Shares”)
have been registered under the 1933 Act, nor registered under any state
securities law, and are "restricted securities" as that term is defined in Rule
144 under the 1933 Act.  The securities may not be offered for sale,
sold or otherwise transferred except pursuant to an effective registration
statement under the 1933 Act, or pursuant to an exemption from registration
under the 1933 Act. The Shares and the Conversion Shares will bear the following
restrictive legend:

      


      “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER:  i)
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL,
SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND
APPLICABLE STATE SECURITIES LAWS.”


      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

      Section
3.04  Anti-Dilution.  The
number of shares of the Company’s Common Stock into which the Preferred Stock is
convertible into shall be appropriately adjusted to take into account any other
stock split, stock dividend, reverse stock split, recapitalization, or similar
change in the Company’s Common Stock, other than the Reverse Stock Split, which
may occur between the date of the execution of this Agreement and the Closing
Date.

      


      Section
3.05  Termination.

      


      (a) 
This Agreement may be terminated by the Board of Directors or Managers of either
the Company or LADP, respectively, at any time prior to the Closing Date
if:

      


      (i) 
there shall be any actual or threatened action or proceeding before any court or
any governmental body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in the judgment of such
Board of Directors, made in good faith and based upon the advice of its legal
counsel, makes it inadvisable to proceed with the Exchange; or

      


      (ii) 
any of the transactions contemplated hereby are disapproved by any regulatory
authority whose approval is required to consummate such transactions (which does
not include the Securities and Exchange Commission) or in the judgment of such
board of directors, made in good faith and based on the advice of counsel, there
is substantial likelihood that any such approval will not be obtained or will be
obtained only on a condition or conditions which would be unduly burdensome,
making it inadvisable to proceed with the Exchange; or

      


      (iii) 
The Bank of America consent is not secured on or before February 28,
2009.

      


      In the event of termination pursuant to
this paragraph, no obligation, right or liability shall arise hereunder other
than the requirement that LADP and the LADP Subsidiaries shall bear all of the
expenses incurred by them and the Company in connection with the negotiation,
drafting, and execution of this Agreement and the transactions herein
contemplated as provided in Section 8.10, which requirement shall survive the
termination of this Agreement.

      


      (b) 
This Agreement may be terminated by the Board of Directors of the Company at any
time prior to the Closing Date if:

      


      (i) 
the  Board of Directors of the Company determines in good faith that
one or more of the Company's conditions to Closing has not occurred, through no
fault of the Company;

      


      (ii) 
The Company takes the termination action specified in Section 1.17 as a result
of LADP Schedules or updates thereto which the Company finds unacceptable;
or

      


      (iii) 
LADP shall fail to comply in any material respect with any of their covenants or
agreements contained in this Agreement or if any of the representations or
warranties of LADP contained herein shall be inaccurate in any material respect,
where such noncompliance or inaccuracy has not been cured within ten (10) days
after written notice thereof.


      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

      In the event of termination pursuant to
this paragraph, no obligation, right or liability shall arise hereunder other
than the requirement that LADP shall bear all of the expenses incurred by it and
the Company in connection with the negotiation, drafting, and execution of this
Agreement and the transactions herein contemplated as provided in Section 8.10,
which requirement shall survive the termination of this Agreement.

      


      (c) 
This Agreement may be terminated by the Board of Directors of LADP at any time
prior to the Closing Date if:

      


      (i) 
there shall have been any change since inception of the Company in the assets,
properties, business or financial condition of the Company which could have a
material adverse effect on the financial condition or results of operation of
the Company, except any changes disclosed in the Company Schedules or on
EDGAR;

      


      (ii) 
the Board of Directors of LADP determines in good faith that one or more of
LADP’s conditions to Closing has not occurred, through no fault of LADP;
or

      


      (iv) 
The Company shall fail to comply in any material respect with any of its
covenants or agreements contained in this Agreement or if any of the
representations or warranties of the Company contained herein shall be
inaccurate in any material respect, where such noncompliance or inaccuracy has
not been cured within ten (10) days after written notice thereof;
or

      


      (v) 
Bank of America has not consented to the transactions contemplated herein on or
before February 28, 2009.

      


      In the event of termination pursuant to
this paragraph, no obligation, right or liability shall arise hereunder other
than the requirement that LADP shall bear all of the expenses incurred by it and
the Company in connection with the negotiation, drafting, and execution of this
Agreement and the transactions herein contemplated as provided in Section 8.10,
which requirement shall survive the termination of this Agreement.

      


      
        
        

      

      
        (d) 
No revenue ruling or opinion of counsel will be sought as to the tax-free nature
of the subject Exchange and such tax treatment is not a condition to
Closing.



      ARTICLE
IV

      


      SPECIAL
COVENANTS

      


      Section
4.01  Access to
Properties and Records.  The Company and LADP will each afford
to the officers and authorized representatives of the other reasonable access to
the properties, books and records of the Company or LADP (including the LADP
Subsidiaries), as the case may be, in order that each may have a full
opportunity to make such reasonable investigation as it shall desire to make of
the affairs of the other, and each will furnish the other with such additional
financial and operating data and other information as to the business and
properties of the Company or LADP (including the LADP Subsidiaries), as the case
may be, as the other shall from time to time reasonably request.  Any
such investigation and examination shall be conducted at reasonable times and
under reasonable circumstances, and each party hereto shall cooperate fully
therein.  No investigation by a party hereto shall, however, diminish
or waive in any way any of the representations, warranties, covenants or
agreements of the other party under this Agreement.  In order that
each party may investigate as it may wish the business affairs of the other,
each party shall furnish the other during such period with all of such
information and copies of such documents concerning the affairs of it as the
other party may reasonably request, and cause its officers, employees,
consultants, agents, accountants, and attorneys to cooperate fully in connection
with such review and examination, and to make full disclosure to the other
parties all material facts affecting its financial condition, business
operations, and the conduct of operations.


      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

      Section
4.02  Delivery of
Books and Records and Bank Accounts.  At the Closing, LADP
shall deliver to the Company copies of the corporate minute books, books of
account, contracts, records, and all other books or documents including the bank
accounts of the LADP Subsidiaries now in the possession of LADP or its
representatives.

      


      Section
4.03  Third Party
Consents and Certificates.  The Company and LADP agree to
cooperate with each other in order to obtain any required third party consents
to this Agreement and the transactions herein contemplated.

      


      Section
4.04   [Intentionally
removed.]

      


      Section
4.05  Actions
Prior to Closing.

      


      (a) 
From and after the date of this Agreement until the Closing Date and except as
set forth in the Company Schedules, which are required to be delivered no later
than 10 days from the date the Bank Consent is obtained, unless such review
period has been waived by LADP  in writing or LADP Schedules or as
permitted or contemplated by this Agreement, the Company and the LADP
Subsidiaries, respectively (subject to paragraph (b) below), will
each:

      


      (i) 
carry on its business in substantially the same manner as it has
heretofore;

      


      (ii) 
maintain and keep its properties in states of good repair and condition as at
present, except for depreciation due to ordinary wear and tear and damage due to
casualty;

      


      (iii) 
maintain in full force and effect insurance comparable in amount and in scope of
coverage to that now maintained by it;


      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      

      (iv) 
use good faith efforts to perform in all material respects all of its
obligations under material contracts, leases, and instruments relating to or
affecting its assets, properties, and business;

      


      (v) 
use its good faith efforts to maintain and preserve its business organization
intact, to retain its key employees, and to maintain its relationship with its
material suppliers and customers; and

      


      (vi) 
fully comply with and perform in all material respects all obligations and
duties imposed on it by all federal, provincial and state laws and all rules,
regulations, and orders imposed by federal, provincial or state governmental
authorities.

      


      (b) 
From and after the date of this Agreement until the Closing Date, neither the
Company nor the LADP Subsidiaries will:

      


      (i) 
make any changes in their Certificates of Incorporation or Bylaws, except as
otherwise provided in this Agreement;

      


      (ii) 
take any action described in Section 1.07 in the case of the LADP Subsidiaries,
or in Section 2.07, in the case of the Company (all except as permitted therein
or as disclosed in the applicable party's schedules);

      


      (iii) 
enter into or amend any contract, agreement, or other instrument of any of the
types described in such party's schedules, except that a party may enter into or
amend any contract, agreement, or other instrument in the ordinary course of
business involving the sale of goods or services, unless undertaken by the LADP
Subsidiaries, and written notice of such transaction is provided to the Company
prior to such actions and any outstanding LADP Schedule, if any is updated to
reflect such transaction; or

      


      (iv) 
sell any assets or discontinue any operations, sell any shares of capital
stock (other than
as contemplated in this Section 4.05 hereof and the sale of securities
underlying existing warrants or options of the Company, if any) or conduct any
similar transactions other than in the ordinary course of business, unless
undertaken by the LADP Subsidiaries and written notice of such transaction is
provided to the Company, prior to such actions, actions and any outstanding LADP
Schedule, if any is updated to reflect such transaction.

      


      Section
4.06  Indemnification.

      


      (a) 
Indemnification of the
Company.  Subject to the terms and conditions of this Section
4.07(a), LADP and the LADP Subsidiaries agrees to jointly and severally,
indemnify, defend and hold harmless the Company, its respective affiliates, its
respective present and former directors, officers, shareholders, employees,
attorneys and agents and its respective heirs, executors, administrators,
successors and assigns (the “Company Indemnified Persons”), from and against any
and all claims, liabilities and losses which may be imposed on, incurred by or
asserted against any Company Indemnified Person, arising out of or resulting
from, directly or indirectly:


      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      

      (i) 
the inaccuracy of any representation or breach of any warranty of LADP contained
in or made pursuant to this Agreement which was not disclosed to the Company in
writing prior to the Closing;

      


      (ii) 
the breach of any covenant or agreement of LADP contained in this Agreement;
or

      


      (iii) 
any claim to fees or costs for alleged services by a broker, agent, finder or
other person claiming to act in a similar capacity at the request of LADP in
connection with this Agreement;

      


      provided, however, that LADP
shall not be liable for any portion of any claims, liabilities or losses
resulting from the Spin-Off transaction or a material breach by the Company, of
any of its obligations under this Agreement or from the Company’s gross
negligence, fraud or willful misconduct.  The indemnification provided
for in this Section shall survive the Closing and consummation of the
transactions contemplated hereby and termination of this Agreement.

      


      (b) 
Indemnification of
LADP.  Subject to the terms and conditions of this Section
4.06(b), from and after the Closing, the Company agrees to indemnify, defend and
hold harmless LADP, its respective affiliates, its respective present and former
directors, officers, shareholders, employees, attorneys and agents and its
respective heirs, executors, administrators, successors and assigns (the “LADP
Indemnified Persons”), from and against any and all claims, liabilities and
losses which may be imposed on, incurred by or asserted against any LADP
Indemnified Person, arising out of or resulting from, directly or
indirectly:

      


      (i)  the inaccuracy of any
representation or breach of any warranty of the Company contained in or made
pursuant to this Agreement which was not disclosed to LADP in writing prior to
the Closing;

      


      (ii)  the breach of any covenant
or agreement of the Company contained in this Agreement;

      


      (iii)  any claim to fees or costs
for alleged services rendered by a broker, agent, finder or other person
claiming to act in a similar capacity at the request of the Company in
connection with this Agreement;

      


      provided, however, that the
Company shall not be liable for any portion of any claims, liabilities or losses
resulting from a material breach by LADP of its obligations under this Agreement
or from LADP’s or any LADP Indemnified Person’s gross negligence, fraud or
willful misconduct.  The indemnification provided for in this Section
shall survive the Closing and consummation of the transactions contemplated
hereby and termination of this Agreement.


      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

        

      

      Section
4.07  Indemnification of
Subsequent Corporate Actions. LA Digital hereby represents and warrants
that it will indemnify and hold harmless any officer, director, controlling
shareholder, attorney, agent or representative of the Company, or any other
person affiliated with the Company, from any decisions, activities, or conduct
of the Company subsequent to the Closing Date of the transactions contemplated
by this Agreement, except for the Spin-Off transaction for which LA Digital and
its shareholders shall have no responsibility.  The Spin–Off shall be
approved by the Company’s Board of Directors prior to the Closing of the
Exchange and the Company’s shareholders pursuant to Section 7.01,
below.

      


      Section
4.08  Effect of
Agreement.  I-Toss and the I-Toss Shareholders agree that as a
result of this Agreement, which replaces, supersedes and amends the Original
Agreement, such entity and individuals who were a party to such agreement, will
not have any right to receive Preferred Stock or to otherwise take part in the
Exchange or the transactions contemplated by this Agreement, and such parties
agree to forever waive and discharge any rights each may have in connection with
the Original Agreement.

      


      ARTICLE
V

      


      CONDITIONS
PRECEDENT TO OBLIGATIONS OF THE COMPANY

      


      The
obligations of the Company under this Agreement are subject to the satisfaction,
at or before the Closing Date, of the following conditions:

      


      Section
5.01  Ownership
of LA Digital and LADPNY.  Prior to the Closing Date, LADP
shall have demonstrated to the Company, with evidence reasonably satisfactory to
the Company, that LADP is the owner of all of the outstanding securities of LA
Digital, which in turn owns all of the outstanding securities of
LADPNY.

      


      Section
5.02  Accuracy of
Representations and Performance of Covenants.  The
representations and warranties made by LADP in this Agreement were true when
made and shall be true at the Closing Date with the same force and effect as if
such representations and warranties were made at and as of the Closing Date
(except for changes therein permitted by this Agreement).  LADP shall
have performed or complied with all covenants and conditions required by this
Agreement to be performed or complied with by LADP prior to or at the
Closing.  The Company shall be furnished with a certificate, signed by
a duly authorized executive officer of LADP and dated the Closing Date, to the
foregoing effect.

      


      Section
5.03  Officer's
Certificate.  The Company shall have been furnished with a
certificate dated the Closing Date and signed by a duly authorized officer of
LADP to the effect that no litigation, proceeding, investigation, or inquiry is
pending, or to the best knowledge of LADP threatened, which might result in an
action to enjoin or prevent the consummation of the transactions contemplated by
this Agreement, or, to the extent not disclosed in the LADP Schedules, by or
against LADP or the LADP Subsidiaries, which might result in any material
adverse change in any of the assets, properties, business, or operations of the
LADP Subsidiaries.


      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      

      Section
5.04  No Material
Adverse Change.  Prior to the Closing Date, there shall not
have occurred any material change in the financial condition, business, or
operations of LADP or the LADP Subsidiaries nor shall any event have occurred
which, with the lapse of time or the giving of notice, is determined to be
unacceptable using the criteria set forth in Section 1.17.

      


      Section
5.05  Approval by
LADP.  The Exchange shall have been approved, and Shares
delivered in accordance with Section 3.01, by LADP.  The Managers and
Members of LADP shall have approved the transactions contemplated by this
Agreement.

      


      Section
5.06  No
Governmental Prohibition.  No order, statute, rule, regulation,
executive order, injunction, stay, decree, judgment or restraining order shall
have been enacted, entered, promulgated or enforced by any court or governmental
or regulatory authority or instrumentality which prohibits the consummation of
the transactions contemplated hereby.

      


      Section
5.07  Consents.  All
consents, approvals, waivers or amendments pursuant to all contracts, licenses,
permits, trademarks and other intangibles in connection with the transactions
contemplated herein, or for the continued operation of the Company and the LADP
Subsidiaries after the Closing Date on the basis as presently operated shall
have been obtained.

      


      Section
5.08  Bank
Consent.  Prior to the Closing, LADP shall have obtained the
consent of Bank of America to LADP’s entry into this Agreement and to affect the
transactions contemplated herein (the “Bank Consent”).

      


      Section
5.09  Further
Assistance.  LADP shall have assisted the Company in good faith
n connection with the preparation of a Form 8-K, Schedule 14c and related
documentation and disclosure regarding the material agreements of, historical
operations of, and management’s employment history for LADP and the LADP
Subsidiaries.

      


      ARTICLE
VI

      


      CONDITIONS PRECEDENT TO OBLIGATIONS OF
LADP

      


      The
obligations of LADP under this Agreement are subject to the satisfaction, at or
before the Closing Date, of the following conditions:

      


      Section
6.01  Accuracy of
Representations and Performance of Covenants.  The
representations and warranties made by the Company in this Agreement were true
when made and shall be true as of the Closing Date (except for changes therein
permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing
Date.  Additionally, the Company shall have performed and complied
with all covenants and conditions required by this Agreement to be performed or
complied with by the Company and shall have satisfied all conditions set forth
herein prior to or at the Closing.  LADP shall have been furnished
with certificates, signed by duly authorized executive officers of the Company
and dated the Closing Date, to the foregoing effect.


      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      

      Section
6.02  Officer's
Certificate.  LADP shall have been furnished with certificates
dated the Closing Date and signed by the duly authorized executive officer of
the Company, to the effect that no litigation, proceeding, investigation or
inquiry is pending, or to the best knowledge of the Company threatened, which
might result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement  or, to the extent not
disclosed in the Company Schedules, by or against the Company, which might
result in any material adverse change in any of the assets, properties or
operations of the Company.

      


      Section
6.03  No Material
Adverse Change.  Prior to the Closing Date, there shall not
have occurred any change in the financial condition, business or operations of
the Company nor shall any event have occurred which, with the lapse of time or
the giving of notice, is determined to be unacceptable using the criteria set
forth in Section 2.17.

      


      Section
6.04  No
Governmental Prohibition.  No order, statute, rule, regulation,
executive order, injunction, stay, decree, judgment or restraining order shall
have been enacted, entered, promulgated or enforced by any court or governmental
or regulatory authority or instrumentality which prohibits the consummation of
the transactions contemplated hereby.

      


      Section
6.05  Consents.  All
consents, including the Bank Consent, approvals, waivers or amendments pursuant
to all contracts, licenses, permits, trademarks and other intangibles in
connection with the transactions contemplated herein, or for the continued
operation of the Company and LADP after the Closing Date on the basis as
presently operated shall have been obtained.

      


      Section
6.06  Other
Items.  LADP shall have received further opinions, documents,
certificates, or instruments relating to the transactions contemplated hereby as
LADP may reasonably request.

      


      ARTICLE
VII

      


      REPRESENTATIONS
AND WARRANTIES

      OF
THE PARTIES FOLLOWING THE CLOSING

      


      Following
the Closing, the Parties agree to use their best effort to and to take whatever
actions necessary to affect the following filings and transactions:

      


      Section
7.01  Information
Statement.  The Company agrees and acknowledges that it will
file with the Securities and Exchange Commission within fifteen (15) business
days of its receipt of the LADP Subsidiaries consolidated financial statements
as audited by a PCAOB approved auditor and related pro forma financial
information reflecting the Exchange Offer (which financial statements shall
include the operations of LA Digital and LADPNY, the “LADP Financials”) and use
its best efforts to gain approval of and mail to its shareholders of record an
Information Statement on Schedule 14C or Schedule 14A (the “Information
Statement”), to obtain shareholder approval to:

      


      (a) 
affect a 1:100 reverse stock split of its issued and outstanding shares of
Common Stock, with all shareholders owning less than 100 shares being rounded up
to own 100 shares, and to reauthorize its currently outstanding shares of common
and preferred stock (“Reverse Stock Split”);


      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

      (b) 
effect a name change to a name to be determined by LADP, in its sole discretion
(the “Name Change”);

      


      (c) 
effect the Spin-Off, as defined and described below in Section 7.03; and
to

      


      (d) 
effect such other proposals that the Company may desire in its sole discretion
(collectively the “Shareholder Actions”).

      


      Section
7.02  Additionally Covenants
Regarding the Filing of a Current Report on Form 8-K and the Information
Statement.  LADP agrees and acknowledges that it will use its
good faith efforts to assist the Company in drafting, compiling exhibits for,
disclosures regarding and the filing of (a) a report on Form 8-K within four (4)
days of the date of the Parties entry into this Agreement (the “Form 8-K”); and
(b) the Information Statement with the Securities and Exchange Commission,
including but not limited to being responsible for the payment and/or
advancement of all legal, accounting, filing, printing, mailing and other
expenses incurred by the Company in connection with the preparation and filing
of such Form 8-K and the Information Statement.  LADP agrees and
pledges to vote its Preferred Stock shares (and/or the voting shares such
Preferred Stock shares represent) for approval and/or ratification of all of the
proposals set forth in the Information Statement.

      


      Section 7.03  Spin-Off of Assets and
Operations.  Immediately after the approval by the Company’s
majority shareholders of the Information Statement authorizing the Spin-Off, the
Company will effect a spin-off (the “Spin-Off”) of the Company’s wholly owned
subsidiary, Acies Inc., a Nevada corporation, and substantially all of the
Company’s assets, liabilities, and operations relating to Acies, Inc., from the
Company, such that Acies, Inc. will operate as a separate privately held company
solely owned by the Company’s current Chief Executive Officer and Director, Oleg
Firer (the “Private Company”), the result of which will be that the Company’s
sole business focus following the Spin-Off will be the operations of LA
Digital.  As consideration for the Company agreeing to the Spin-Off,
Mr. Firer will cancel 5,000,000 pre-Reverse Stock Split shares (50,000
post-Reverse Stock Split shares) of the Company’s Common Stock that he
beneficially owns (the “Firer Shares”) and Mr. Firer will assume the then
outstanding amount of the Company’s RBL Capital Group, LLC (“RBL”) loan facility
and any liabilities of Acies, Inc. in connection with the
Spin-Off.  The Company and LADP agree to undertake whatever actions
necessary to effect such Spin-Off, including but not limited to seeking Company
shareholder approval through the filing of the Information Statement on Schedule
14C or Schedule 14A (as described above in Section 7.01), seeking Board approval
for and/or entering into whatever documents or agreements the Company deems
necessary to affect such Spin-Off.

      


      Section 7.04  Change in Company Officers
and Directors.  The Parties agree that immediately following
the Closing, the current officers and Directors of the Company (or such officers
and Directors as LADP shall determine in its sole discretion) shall resign from
the Company, other than Oleg Firer who will remain as a Director following the
Closing and Spin-Off, and that LADP shall have the sole right to appoint new
officers and Directors of their sole choosing, other than Mr. Firer who will
remain as a Director until such time as he will resign and LADP will not take
any action to remove Mr. Firer as a Director.


      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

      Section 7.05  Conditions Subsequent to
Closing.  The Parties agree that Section 7.01 through 7.04
above are required conditions to the Closing, that the requirement to undertake
such actions above shall survive the Closing, and such conditions and actions
are required to be affected following the Closing, subject to waiver of any such
conditions in writing by all of the Parties hereto.

      


      ARTICLE
VIII

      


      MISCELLANEOUS

      


      Section 8.01  No Bankruptcy and No
Criminal Convictions.  None of the Parties to this Agreement,
or their officers, directors or affiliates, promoters, beneficial shareholders
or control persons, nor any predecessor thereof have been subject to the
following (unless otherwise disclosed in the LADP Schedules or Company
Schedules):

      


      
        	
              	
                (a)

              	
                Any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer within the past five (5)
      years;

              


      

      


      
        	
              	
                (b)

              	
                Any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);

              


      

      


      
        	
              	
                (c)

              	
                Being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      and

              


      

       

      
        	
              	
                (d)

              	
                Being
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission (the “SEC”) or the Commodity Futures
      Trading Commission to have violated a federal, provincial or state
      securities or commodities law, and the judgment has not been reversed,
      suspended, or vacated.

              


      

      


      Section
8.02  Broker/Finder’s
Fee.  No broker’s or finder’s fee will be paid in connection
with the transaction contemplated by this Agreement other than fees payable to
persons registered as broker-dealers pursuant to Section 15 of the Securities
Exchange Act of 1934.  The Company and LADP agree that, except as set
forth herein and on Schedule 8.02 attached hereto, there were no brokers or
finders involved in bringing the parties together or who were instrumental in
the negotiation, execution or consummation of this Agreement.  The
Company, and LADP and the LADP Subsidiaries, each agree to indemnify the other
against any claim by any third person other than those described above for any
commission, brokerage, or finder's fee arising from the transactions
contemplated hereby based on any alleged agreement or understanding between the
indemnifying party and such third person, whether express or implied from the
actions of the indemnifying party.

      


      Section
8.03  Governing
Law and Arbitration.  This Agreement shall be governed by,
enforced, and construed under and in accordance with the laws of the United
States of America and, with respect to the matters of state law, with the laws
of the State of Nevada without giving effect to principles of conflicts of law
thereunder.  All controversies, disputes or claims arising out of or
relating to this Agreement shall be resolved by binding
arbitration.  The arbitration shall be conducted in accordance with
the Commercial Arbitration Rules of the American Arbitration
Association.  All arbitrators shall possess such experience in, and
knowledge of, the subject area of the controversy or claim so as to qualify as
an “expert” with respect to such subject matter. The governing law for the
purposes of any arbitration arising hereunder shall be in Nevada.  The
prevailing party shall be entitled to receive its reasonable attorney’s fees and
all costs relating to the arbitration.  Any award rendered by
arbitration shall be final and binding on the parties, and judgment thereon may
be entered in any court of competent jurisdiction.


      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

      

      Section
8.04  Notices.  Any
notice or other communications required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered to it or sent by
telecopy, overnight courier or registered mail or certified mail, postage
prepaid, addressed as follows:

      


      
        
          
            	
                    If
      to the Company, to:

                  	
                    Acies
      Corporation

                  
	 
      	
                    14
      Wall Street, Suite 1620

                  
	 
      	
                    New
      York, New York 10005

                  
	 
      	 
      
	
                    With
      copies to:

                  	
                    David
      M. Loev, Esq.

                  
	 
      	
                    The
      Loev Law Firm, PC

                  
	 
      	
                    6300
      West Loop South, Suite 280

                  
	 
      	
                    Bellaire,
      Texas 77401

                  
	 
      	 
      
	
                    If
      to LADP, to:

                  	
                    LADP,
      LLC

                  
	 
      	
                    1100
      Hammond #410A303

                  
	 
      	
                    Atlanta,
      GA 30328

                  
	 
      	 
      
	
                    With
      a copies to:

                  	
                    
                      Marc
      Bercoon

                    

                  
	 
      	
                    5
      Concourse Parkway

                  
	 
      	
                    Suite
      2925

                  
	 
      	
                    Atlanta,
      Georgia 30328

                  


          

        

      

      


      or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given (i) upon receipt, if personally delivered, (ii) on the day
after dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3)
days after mailing, if sent by registered or certified mail.

      


      Section
8.05  Attorney's
Fees.  In the event that either party institutes any action or
suit to enforce this Agreement or to secure relief from any default hereunder or
breach hereof, the prevailing party shall be reimbursed by the losing party for
all costs, including reasonable attorney's fees, incurred in connection
therewith and in enforcing or collecting any judgment rendered
therein.


      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

      

      Section
8.06  Confidentiality.  Each
party hereto agrees with the other that, it and its representatives will hold in
strict confidence all data and information obtained with respect to another
party or any subsidiary thereof from any representative, officer, director or
employee, or from any books or records or from personal inspection, of such
other party, and shall not use such data or information or disclose the same to
others, except (i) to the extent such data or information is published, is a
matter of public knowledge (through no fault or action of the Party holding such
information on behalf of the other Party), or is required by a court of
competent jurisdiction to be published; or (ii) to the extent that such data or
information must be used or disclosed in order to consummate the transactions
contemplated by this Agreement.  In the event of the termination of
this Agreement, each party shall return to the other party all documents and
other materials obtained by it or on its behalf and shall destroy all copies,
digests, work papers, abstracts or other materials relating thereto, and each
party will continue to comply with the confidentiality provisions set forth
herein.  LADP further agrees and consents to the disclosure by the
Company of any material information regarding LADP or the LADP Subsidiaries
which the Company or its counsel deems necessary for disclosure in the Company’s
public filings on EDGAR in connection with the Company’s current or periodic
report filings, or the proposed Information Statement.  The Company
shall be required to obtain the prior consent of LADP to publicly disclose such
information, which consent shall not be unreasonably withheld, and shall be
provided on a timely consistent with the Company’s filing obligations under Form
8-K and/or the Securities Act of 1933, as amended or the Securities Act of 1934,
as amended.  The Company shall use its best efforts to avoid the
disclosure of any competitive pricing or specific customer information to the
public.

      


      Section 8.07  Publicity.  Prior
to or after the Closing of the transaction contemplated herein, any
announcement, or press or news release by LADP or its shareholders, employees,
officers, directors, or agents shall be reviewed and approved by the Company
prior to its release, subject to any requirements of law. The Company shall be
allowed to make any announcements relating to this Agreement or the transactions
contemplated herein, and shall be allowed to file this Agreement and any
exhibits or related agreements as may be required pursuant to the Company’s
public reporting obligations with the Securities and Exchange Commission,
subject to prior approval by LADP, which approval shall not be unreasonably
withheld. Prior to the Closing and prior to the Closing Date, LADP shall make no
announcements relating to this Agreement, the Company or the transactions
contemplated herein without the prior written consent of the Company, which
approval will not be unreasonably withheld.

      


      Section
8.08  Schedules;
Knowledge.  Each party is presumed to have full knowledge of
all information set forth in the other party's schedules delivered pursuant to
this Agreement.

      


      Section
8.09  Third Party
Beneficiaries.  This contract is strictly between the Company
and LADP, and, except as specifically provided, no director, officer,
stockholder, employee, agent, independent contractor or any other person or
entity shall be deemed to be a third party beneficiary of this
Agreement.

      


      Section
8.10  Expenses.  LADP
and LA Digital agree to be jointly and severally  responsible for and
that they will pay, advance and/or promptly reimburse all legal, auditing,
accounting and other expenses incurred in connection with LADP’s due diligence
on the Company, this Exchange Offer and the other related transactions described
in this Agreement, including but not limited to costs and fees associated with
legal, accounting, printing and mailing costs associated with the
Company’s  Information Statement described in Section 7.01 and the
Spin-Off described in Section 7.03, regardless of whether the transactions
contemplated herein are consummated or the Closing occurs.  This
Section 8.10 shall survive the termination of this Agreement for any cause or
reason whatsoever, and shall in addition survive a successful Closing of this
Agreement.  Other than legal expenses incurred in connection with the
negotiation of this Agreement and transactions contemplated herein, LADP shall
approve the timing and incurrence of additional expenses being incurred by the
Company.  No expenses for the Information Statement or the Spin-Off
shall be incurred from the date of this Agreement until LADP has obtained Bank
of America consent; however, LADP shall be responsible for expenses incurred by
the Company in connection with the Information Statement and Spin-Off prior to
the date of this Agreement.


      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

      

      Section
8.11  Entire
Agreement.  This Agreement represents the entire agreement
between the parties relating to the subject matter thereof and supersedes all
prior agreements, term sheets, understandings and negotiations, written or oral,
with respect to such subject matter.

      


      Section
8.12  Survival;
Termination.  The representations, warranties, and covenants of
the respective parties shall survive the Closing Date and the consummation of
the transactions herein contemplated for a period of two (2) years.

      


      Section
8.13  Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.

      


      Section
8.14  Amendment
or Waiver.  Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and may be enforced concurrently herewith, and no waiver by any
party of the performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or thereafter
occurring or existing.  At any time prior to the Closing Date, this
Agreement may by amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance may be extended by a writing
signed by the party or parties for whose benefit the provision is
intended.

      


      Section
8.15  Best
Efforts.  Subject to the terms and conditions herein provided,
each party shall use its reasonable best efforts to perform or fulfill all
conditions and obligations to be performed or fulfilled by it under this
Agreement so that the transactions contemplated hereby shall be consummated as
soon as practicable.  Each party also agrees that it shall use its
reasonable best efforts to take, or cause to be taken, all actions and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective this Agreement and the
transactions contemplated herein.

      


      Section 8.16  Remedies.  The
Parties agree that the covenants and obligations contained in this Agreement
relate to special, unique and extraordinary matters and that a violation of any
of the terms hereof or thereof would cause irreparable injury in an amount which
would be impossible to estimate or determine and for which any remedy at law
would be inadequate.  As such, the Parties agree that if either Party
fails or refuses to fulfill any of its obligations under this Agreement or to
make any payment or deliver any instrument required hereunder or thereunder,
then the other Party shall have the remedy of specific performance, which remedy
shall be cumulative and nonexclusive and shall be in addition to any other
rights and remedies otherwise available under any other contract or at law or in
equity and to which such Party might be entitled.


      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          

        

      

      Section 8.17  Construction.  The
Parties acknowledge that each of them has had the benefit of legal counsel of
its own choice and has been afforded an opportunity to review this Agreement
with its legal counsel and that this Agreement shall be construed as if jointly
drafted by the Parties hereto.

      


      Section 8.18  Faxed
Copies.  For purposes of this Agreement, a faxed signature will
constitute an original signature.

      


      Section 8.19  Severability.  The
invalidity or unenforceability of any term, phrase, clause, paragraph,
restriction, covenant, agreement or other provision of this Agreement shall in
no way affect the validity or enforcement of any other provision or any part
thereof.

      


      


      


      


      


      


      


      


      


      


      


      


      


      [Remainder
of page left intentionally blank.  Signature page
follows.]


      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

        

      

      IN WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be executed by their
respective officers, hereunto duly authorized, as of the date first-above
written.

      


      
        
          
            
              	 
      	
                      ACIES
      CORPORATION

                    
	 
      	 
      
	 
      	
                      BY:
      /s/ Oleg
    Firer

                    
	 
      	
                            Oleg
      Firer, Chief Executive Officer

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      LADP,
      LLC

                    
	 
      	 
      
	 
      	
                      BY:
      /s/ William
      Goldstein

                    
	 
      	 
      
	 
      	
                      PRINTED
      NAME: William
      Goldstein

                    
	 
      	 
      
	 
      	
                      TITLE:
      Manager

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      I-TOSS
      ACQUISITION, INC.

                    
	 
      	 
      
	 
      	
                      BY:
      /s/ William
      Goldstein

                    
	 
      	 
      
	 
      	
                      PRINTED
      NAME: William
      Goldstein

                    
	 
      	 
      
	 
      	
                      TITLE:
      President

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      LA
      DIGITAL POST, INC.

                    
	 
      	 
      
	 
      	
                      BY:
      /s/ Marc E.
      Bercoon

                    
	 
      	 
      
	 
      	
                      PRINTED
      NAME: Marc E.
      Bercoon

                    
	 
      	 
      
	 
      	
                      TITLE:
      Vice
    President

                    


            

          

        

        
           

          
            
              
                
                  	
                          I-TOSS
      SHAREHOLDERS:

                        	 
      
	 
      	 
      
	
                          /s/
      William Goldstein

                        	
                          /s/
      Leon Goldstein

                        
	
                                
                            By:
      William Goldstein Mgr., LADP, LLC

                          

                        	
                                
                            By:
      Leon Goldstein, Mgr., Star Capital Investements,
      LLC

                          

                        
	      
                          ________
      shares

                        	      
                          ________
      shares

                        
	 	 
	      
                          /s/
      Leon Goldstein

                        	 
      
	      
                          By:
      Leon Goldstein, Mgr., Star Capital Fund, LLC

                        	 
	
                          ________
      shares

                        	 
	 
      	 
      


                

              

            

          

        

        
          
            
            

          

          
            -34-

            
              

            

          

          
            
            

          

        

         

        
          
            EXHIBIT
A

          

        

      

      TYPE OF
OWNERSHIP FORM

      


      (CHECK
ONE):

      


      
        	
                _____

              	
                INDIVIDUAL
      OWNERSHIP (one signature required)

              


      

      


      
        	
                _____

              	
                TRUST
      (please include name of trust, name of trustee, and date trust was formed
      and copy of the Trust Agreement or other
  authorization)

              


      

      


      
        	
                _____

              	
                PARTNERSHIP
      (please include a copy of the Partnership Agreement authorizing
      signature)

              


      

      


      
        	
                _____

              	
                CORPORATION
      (please include a certified corporate resolution authorizing
      signature)

              


      

      


      ________________________________________________________________________

      Please
print here the exact name (registration)

      LADP
desires to appear in the records of the Company.

      


      ________________________________________________________________________

      Please
print here the exact address

      LADP
desires to appear in the records of the Company.

      


      ________________________________________________________________________

      If
interest payments are to be made to an address other than that shown above
(i.e., a

      brokerage
account), please print here such address and account designation.

      


      Signature:

      


      By:
_________________________

      


      Printed
Name: ______________________

      


      If
on behalf of Entity:

      


      Entity
Name: ___________________

      


      Signatories
Position with Entity: ___________________

      


      Beneficial
Owner of Shares Owned by Entity: _____________________

      


      Address:
____________________________________________________________

      


      Tax Id
Number: ______________________________

      


      Telephone
Number:  (          )
- _____ - _______

      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

      

      EXHIBIT
B

       

       

       

       

       

      
 

      
        
          
          

        

        
          -36-