ex10_1.htm


    
      

    

    
      EXHIBIT
10.1

      


      CHANGE
OF CONTROL AGREEMENT

      


      


      THIS
CHANGE OF CONTROL AGREEMENT (the “Agreement”), entered
into effective this 31st day of December 2008, is by and between Brownshire
Holdings, Inc., a Nevada corporation (the “Company”), and Steven
G. Black, an individual (“Mr.
Black”).

      


      RECITALS:

      


      WHEREAS,
the Company is a non-operating public shell company the common stock of which is
registered under Section 12(g) of the Exchange Act;

      


      WHEREAS,
Mr. Black desires to assume control of the Company for the purpose of locating a
suitable business combination for the Company (the “Reverse Acquisition”)
to maximize the value of the Company for its shareholders; and

      


      WHEREAS,
the Company is willing to issue sufficient shares of its common stock to Mr.
Black to transfer control of the Company to him pursuant to the terms and
conditions of this Agreement.

      


      NOW,
THEREFORE, in consideration of the mutual terms and conditions of the parties
set forth in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties, the
parties hereto agree as follows:

      


      ARTICLE
I

      Change
of Control Transaction

      


      1.1           Sale of
Stock.  At Closing, the Company agrees to sell, and Mr. Black
agrees to purchase, 20,000,000 shares of the Company’s common stock for $20,000
(the “New
Shares”).  The New Shares shall be issued pursuant to Section
4(2) of the Securities Act and Mr. Black shall provide such information and
documentation as shall be reasonably requested by the Company to comply with
such exemption from registration, including, but not limited to, a Subscription
Agreement in the form of Exhibit A attached hereto.

      


      1.2           Appointment to Board;
Election of Officers.  At Closing, all officers and directors
of the Company shall resign, except for Steven A. Rothstein who shall remain a
director of the Company.  At Closing Mr. Black shall be elected as the
President, Chief Executive Officer, Secretary and Treasurer of the
Company.  Also, at Closing, Mr. Black and Joseph Nemelka shall be
elected as directors of the Company effective immediately upon compliance with
Rule 14f-1 under the Exchange Act.

      


      1.3           Company
Debts.  As a condition of Closing, the Company shall convert
all outstanding debts, accounts payable and liabilities, whether contingent or
otherwise, of the Company at Closing into one or more promissory notes payable
to the debt holders.  The promissory note or notes shall bear simple
interest at 2.0% per annum, shall be unsecured, will not be convertible, and
will be due and payable at the closing of the Reverse Acquisition or in the
event of a subsequent change of control of the Company (other than if GDSC
Acquisitions LLC (“GDSC”) exercises its
right to purchase stock from Mr. Black and 1st Orion
Corp. (“1st Orion”) as set forth
in the letter agreement of even date herewith between GDSC and 1st Orion
(the “Letter
Agreement”)).


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
II

      Closing

      


      2.1           Closing
Date.  The closing of this Agreement (the “Closing”) shall take
place at the law offices of counsel for Mr. Black, Ronald N. Vance, P.C., 1656
Reunion Avenue, Suite 250, South Jordan, Utah at 10:00 a.m., mountain time, on
January 20, 2008, or as soon as practicable after the satisfaction or waiver of
the conditions set forth in ARTICLE V of this Agreement, or such other date,
time and place as each of the parties hereto may otherwise agree in writing (the
“Closing
Date”).  The parties are not required to attend the Closing in
person but may be permitted to participate in the Closing by telephone, provided
that the Closing documents and other items are delivered at or prior to
Closing.  Documents or funds provided prior to the Closing shall be
held in trust by counsel for Mr. Black until delivered at Closing.

      


      2.2           Deliveries upon
Closing.  Prior to or at Closing the parties shall deliver or
cause to be delivered the following documents or other items:

      


      
        	
                 
      

              	
                a.

              	
                The
      Company shall deliver the following to Mr.
  Black:

              


      

      


      
        	
                 
      

              	
                i.

              	
                A
      stock certificate representing the New Shares issued to Mr. Black pursuant
      to Section 1.1 above;

              


      

      


      
        	
                 
      

              	
                ii.

              	
                A
      copy of the Subscription Agreement as set forth in Exhibit A, duly
      accepted by the Company;

              


      

      


      
        	
                 
      

              	
                iii.

              	
                Resignation
      of Norman S. Lynn as a director of the Company and of each person who is
      an officer of the Company, a board consent or minutes appointing Mr. Black
      as the President, Chief Executive Officer, Secretary and Treasurer of the
      Company, and a board consent or minutes appointing Mr. Black and Joseph
      Nemelka as directors of the Company upon compliance with Rule 14f-1 of the
      Exchange Act;

              


      

      


      
        	
                 
      

              	
                iv.

              	
                Copies
      of the promissory notes evidencing all outstanding Company debts and
      obligations as set forth in Section 1.3 above;
  and

              


      

      


      
        	
                 
      

              	
                v.

              	
                Such
      other documents or items reasonably requested by Mr.
  Black.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Mr.
      Black shall deliver the following documents or funds to the
      Company:

              


      

      


      
        	
                 
      

              	
                i.

              	
                The
      duly executed Subscription Agreement as set forth in Exhibit
      A;

              


      

      


      
        	
                 
      

              	
                ii.

              	
                Immediately
      available funds representing the $20,000 payable to the Company for the
      purchase of the 20,000,000 shares as provided in Section 1.1
      above;

              


      

      


      
        	
                 
      

              	
                iii.

              	
                Such
      other documents or items reasonably requested by the
    Company.

              


      

      


      ARTICLE
III

      Representations
and Warranties of the Company

      


      The
Company represents and warrants to Mr. Black as follows:


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      3.1           Due
Incorporation.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada,
with all requisite power and authority to own, lease and operate its properties
and to carry on its businesses as they are now being owned, leased, operated and
conducted.  The Company has no subsidiaries.

      


      3.2           Capitalization.   The
entire authorized capital stock of the Company consists of 100,000,000 shares,
of which 80,000,000 are designated as common shares and of which 10,002,400 are
issued and outstanding as of the date of this Agreement, and 20,000,000
authorized preferred shares, none of which are outstanding (the “Company
Shares”).  No Company Shares are held in
treasury.  All of the issued and outstanding Company Shares have been
duly authorized, are validly issued, fully paid, and
non-assessable.  There are no outstanding or authorized options,
warrants (except for warrants exercisable into 500,000 shares of common stock at
$0.001 per share), purchase rights, subscription rights, conversion rights,
exchange rights, or other contracts or commitments that could require the
Company to issue, sell, or otherwise cause to become outstanding any of its
capital stock.  Other than the Company Shares, there are no
outstanding or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to the Company.

      


      3.4           Financial
Statements.  The Company’s financial statements for the years
ended December 31, 2007 and 2006, and for the six months ended June 30, 2008 and
2007, copies of which have been furnished to Mr. Black (the “Company Financial
Statements”), have been prepared from, are in accordance with, and
accurately reflect the books and records of the Company, and have been prepared
in accordance with U.S. GAAP applied on a consistent basis during the periods
involved (except as may be stated in the notes thereto), and fairly present the
financial position and the results of operations and cash flows of the Company
as of the times and for the periods referred to therein.  The Company
Financial Statements do not reflect any transactions which are not bona fide
transactions and do not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements contained therein,
in light of the circumstances in which they were made, not
misleading.  The Company Financial Statements make full and adequate
disclosure of, and provision for, all obligations and liabilities of the Company
as of the times and for the periods referred to therein; provided that no
provision for any adjustments have been made in the financial statements that
might result from the failure of the Company as a “going concern.”

      


      3.5           No Adverse
Effect.  Except as reflected in the Company Financial
Statements, since June 30, 2008, the Company has not suffered any material
adverse effect.  For purposes of this Agreement, “material adverse
effect” shall mean any change or effect that is, or is reasonably likely to be,
materially adverse to the business, assets and liabilities (taken together),
financial condition or operations or results of operations of the
Company.

      


      3.6           Taxes.  All
federal, state, foreign, county, and local income, withholding, profits,
franchise, occupation, property, sales, use, gross receipts and other taxes
(including any interest or penalties relating thereto) and assessments which are
due and payable have been duly reported by the Company, and there are no unpaid
taxes which are, or could become a lien on the properties and assets of the
Company, except as provided for in the Company Financial Statements or have been
incurred in the normal course of business of the Company since that
date.  There are no disputes as to taxes of any nature payable by the
Company.

      


      3.7           Litigation.  To
the best knowledge and reasonable belief of the Company, there are no legal,
administrative or other proceedings, investigations or inquiries, product
liability or other claims, judgments, injunctions or restrictions, either
threatened, pending, or outstanding against or involving the Company or its
assets, properties, or business, nor does the Company know, or have reasonable
grounds to know, of any basis for any such proceedings, investigations or
inquiries, product liability or other claims, judgments, injunctions or
restrictions.  In addition, there are no material proceedings
existing, pending or reasonably contemplated to which any officer, director, or
affiliate of the Company is a party adverse to the Company or has a material
interest adverse to the Company.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      3.8           SEC
Filings.  As of their respective filing dates, each and every
filing made by the Company with the Securities and Exchange Commission (the
“SEC”) complied as to form in all material respects with the applicable
requirements of the Exchange Act and the Securities Act, and to the knowledge of
the Company did not contain a misstatement of a material fact or an omission of
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading as of the time such documents were filed.  There is no
other document or report required to be filed by the Company with the SEC that
has not been filed and, with the exception of the transactions contemplated
hereby, no event or transaction has occurred or is presently contemplated which
is required to be disclosed by the Company in any filing with the SEC.


      


      3.9           Undisclosed
Liabilities.  The Company has no material liability (whether
known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due, including any liability for taxes), except for
liabilities set forth on the face of the balance sheet included with the Company
Financial Statements (rather than in any notes thereto) or as otherwise
disclosed in writing to Mr. Black prior to the date of this
Agreement.

      


      3.10         Legal
Compliance.  To the best of its knowledge, the Company has
complied with all applicable laws (including rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of
federal, state, local, and foreign governments (and all agencies thereof), and
no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against any of them alleging any
failure so to comply, except where the failure to comply would not have a
material adverse effect.

      


      3.11         Issuance of
Shares.  The New Shares to be issued to Mr. Black upon receipt
of the $20,000 as provided in Section 1.1 hereof, shall be deemed legally
issued, fully paid and non-assessable outstanding shares of the
Company.

      


      3.12         Full
Disclosure.  No representation or warranty by the Company
contained in this Agreement contains any untrue statement of material fact or
omits to state a material fact necessary, in light of the circumstances under
which it was made, to make any of the representations and warranties therein not
misleading.

      


      ARTICLE
IV

      Covenants

      


      4.1           Access to
Information.  Mr. Black and his authorized representatives
shall have full access during normal business hours to all properties, books,
records, contracts, and documents of the Company, and the Company shall furnish
or cause to be furnished to Mr. Black and his authorized representatives all
information with respect to its affairs and business as Mr. Black may reasonably
request.  Mr. Black shall hold, and shall cause his representatives to
hold confidential, all such information and documents, other than information
that (i) is in the public domain at the time of its disclosure to Mr. Black;
(ii) becomes part of the public domain after disclosure through no fault of Mr.
Black; (iii) is known to Mr. Black prior to disclosure; or (iv) is disclosed in
accordance with the written consent of the Company.  In the event this
Agreement is terminated prior to Closing, Mr. Black shall, upon the written
request of the Company, promptly return all copies of all documentation and
information provided by the Company hereunder.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      4.2           Actions Prior to
Closing.  From and after the date of this Agreement and until
the Closing Date, the Company shall carry on its business substantially in the
same manner as heretofore, without any material changes.

      


      4.3           Publicity.  Except
for required filings under the Exchange Act, the parties agree that no
publicity, release, or other public announcement concerning this Agreement or
the transactions contemplated by this Agreement shall be issued by any party
hereto without the advance approval of both the form and substance of the same
by the other parties and their counsel, which approval, in the case of any
publicity, release, or other public announcement required by applicable law,
shall not be unreasonably withheld or delayed.

      


      4.4           Expenses.  Each
party to this Agreement shall bear his or its own respective expenses incurred
in connection with the negotiation and preparation of this Agreement, in the
consummation of the transactions contemplated hereby, and in connection with all
duties and obligations required to be performed by each of them under this
Agreement.

      


      4.5           Brokerage.  Each
of the parties hereto represents that he has had no dealings in connection with
this transaction with any finder or broker who will demand payment of any fee or
commission from the other party.

      


      4.6           SEC
Filings.  The Company shall file all periodic and current
reports required to be filed with the SEC for all periods after execution of
this Agreement through the Closing Date; provided that the quarterly report on
Form 10-Q for the quarter ended September 30, 2008, shall be filed following
Closing.

      


      4.8           Bank
Accounts.  Prior to Closing the Company shall use any remaining
funds in its bank accounts to pay any outstanding payables and thereafter to
close such bank accounts.

      


      4.9           Further
Assurances.  At any time, and from time to time, after the
Closing Date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property interests transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.

      


      4.10         Mutual
Indemnification.  The Company shall indemnify Mr. Black for any
loss, cost, expense, or other damage (including, without limitation, attorneys’
fees and expenses) suffered by him resulting from, arising out of, or incurred
with respect to the falsity or the breach of any representation, warranty, or
covenant made by the Company herein, and any claims arising from the operations
of the Company prior to the Closing Date.  Mr. Black shall indemnify
and hold the Company harmless from and against any loss, cost, expense, or other
damage (including, without limitation, attorneys’ fees and expenses) resulting
from, arising out of, or incurred with respect to, or alleged to result from,
arise out of or have been incurred with respect to, the falsity or the breach of
any representation, covenant, warranty, or agreement made by Mr. Black herein,
and any claims arising from the operations of the Company following the Closing
Date.  The indemnity agreement contained herein shall remain operative
and in full force and effect, regardless of any investigation made by or on
behalf of any party and shall survive the consummation of the transactions
contemplated by this Agreement for a period of two years from the date of this
Agreement.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      ARTICLE
V

      Conditions
to Obligations to Close

      


      5.1           Conditions Precedent to Mr.
Black’s Obligations.  The obligations of Mr. Black under this
Agreement are subject to the satisfaction (or waiver by Mr. Black) of the
following conditions precedent on or before the Closing Date:

      


      a.          
  Representations and
Warranties.  Without supplementation after the date of this
Agreement, the representations and warranties of the Company contained in this
Agreement shall be, with respect to those representations and warranties
qualified by any materiality standard, true and correct in all respects, as of
the Closing Date, and with respect to all other representations and warranties,
true and correct in all material respects, as of the Closing Date, with the same
force and effect as if made as of the Closing Date.

      


      b.           
 Compliance with
Agreements and Covenants.  The Company shall have performed and
complied in all material respects with all of its covenants, obligations and
agreements contained in this Agreement to be performed and complied with by it
on or prior to the Closing Date.

      


      c.        
    Documents.  Mr.
Black shall have received all of the agreements, documents and items specified
in Section 2.2(a) hereof.

      


      d.        
    No Material Adverse
Change.  At the Closing Date, there shall have been no material
adverse change in the assets, liabilities, financial condition, capitalization,
or business of the Company since June 30, 2008.  Between the date of
this Agreement and the Closing Date, there shall not have occurred an event that
would reasonably be expected to constitute a material adverse
effect.

      


      e.          
  Actions or
Proceedings.  No action or proceeding by any governmental
authority or other person shall have been instituted or threatened which: (a) is
likely to have a material adverse effect; or (b) could enjoin, restrain or
prohibit, or could result in substantial damages in respect of, any provision of
this Agreement or the consummation of the transactions contemplated
hereby.

      


      f.            
 Company
Indebtedness and Outstanding Agreements.  On the Closing Date,
all of the Company’s debts, accounts payable and liabilities, whether contingent
or otherwise, shall be converted into one or more promissory notes not exceeding
$150,000 in the aggregate, as set forth in Section 1.3 above.  Except
for this Agreement and as expressly disclosed herein, on the Closing Date the
Company will not be a party to any material agreement.

      


      g.          
  Letter
Agreement and Lock-up Agreement.  GDSC and 1st Orion
shall have delivered to Mr. Black an executed copy of (i) the Letter Agreement
and (ii) the Lock-up Agreement of even date herewith with respect to
restrictions on transfer of the Company’s common stock prior to the closing of a
Reverse Acquisition (the “Lock-up Agreement”).

       

      h.           
 No
Shareholder Vote of the Company Required.  The transactions
contemplated under this Agreement will not require the approval of the Company’s
shareholders.

      


      5.2           Conditions Precedent to the
Company’s Obligations.  The obligations of the Company under
this Agreement are subject to the satisfaction (or waiver by the Company) of the
following conditions precedent on or before the Closing Date:

      


      a.        
    Representations and
Warranties.  Without supplementation after the date of this
Agreement, the representations and warranties of Mr. Black contained in this
Agreement and the Subscription Agreement shall be, with respect to those
representations and warranties qualified by any materiality standard, true and
correct in all respects, as of the Closing Date, and with respect to all other
representations and warranties, true and correct in all material respects, as of
the Closing Date, with the same force and effect as if made as of the Closing
Date.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      b.           
 Compliance with
Agreements and Covenants.  Mr. Black shall have performed and
complied in all material respects with all of his covenants, obligations and
agreements contained in this Agreement to be performed and complied with by it
on or prior to the Closing Date.

      


      c.            
Documents.  The
Company shall have received all of the agreements, documents and items specified
in Section 2.2(b) hereof.

      


      d.           
 Letter
Agreement.  GDSC and 1st Orion
shall have delivered to the Company an executed copy of the Letter
Agreement.

       

      e.           
 Lock-up
Agreement.  Mr. Black and 1st Orion
shall have delivered to the Company and GDSC an executed copy of the Lock-Up
Agreement.

       

      f.          
  Actions or
Proceedings.  No action or proceeding by any governmental
authority or other person shall have been instituted or threatened which: (a) is
likely to have a material adverse effect; or (b) could enjoin, restrain or
prohibit, or could result in substantial damages in respect of, any provision of
this Agreement or the consummation of the transactions contemplated
hereby.

      


      ARTICLE
VI

      Termination

      


      6.1           Method of
Termination.  This Agreement may be terminated at any time
prior to Closing as follows:

      


      
        	
                 
      

              	
                a.

              	
                by
      mutual written consent of the parties
hereto;

              


      

      


      b.            by
the Company if (i) there has been a material misrepresentation, breach of
warranty, or breach of covenant by Mr. Black under this Agreement, or (ii) any
of the conditions precedent of Closing set forth in Section 5.2 have not been
met on or before the Closing Date, and, in each case, the Company is not then in
material default of its obligations hereunder; or

      


      d.        
   by Mr. Black if (i) there has been a material
misrepresentation, breach of warranty, or breach of covenant by the Company
under this Agreement, or (ii) any of the conditions precedent of Closing set
forth in Section 5.1 have not been met on or before the Closing Date, and, in
each case, Mr. Black is not then in material default of his obligations
hereunder.

      


      6.2           Waiver.  Any
term or provision of this Agreement may be waived in writing at any time by the
party or parties entitled to the benefits thereof.  Any waiver
effected pursuant to this Section 6.2 shall be binding upon all parties
hereto.

      


      ARTICLE
VII

      Post
Closing Covenants

      


      7.1           Use of
Funds.  Following Closing the Company shall allocate the
purchase price of the New Shares solely to pay the operating costs of the
Company through the closing of a Reverse Acquisition or any other change of
control of the Company.  Such funds shall be used primarily to pay for
reasonable legal and accounting fees and edgarizing costs relating to SEC
periodic reporting obligations, obtaining a trading symbol on the OTCBB,
locating a target company for a Reverse Acquisition, and negotiating the terms
of and closing the Reverse Acquisition.  Mr. Black will take primary
responsibility as President of the Company for preparing and filing all SEC
reports, obtaining a trading symbol on the OTCBB, locating a target company for
a Reverse Acquisition, and negotiating the terms of and closing the Reverse
Acquisition.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      7.2           Future Cash
Requirements.  Except as set forth in the Letter Agreement,
following Closing and prior to the closing of a Reverse Acquisition or other
change of control of the Company, (a) no stockholder or other person shall be
required to advance funds to the Company in excess of the $20,000 paid by Mr.
Black for the New Shares, and (b) the Company shall not borrow any funds except
for cash requirements reasonably necessary to pay for reasonable legal and
accounting fees and edgarizing costs relating to SEC reporting
obligations.  Any such funds advanced or loaned to the Company shall
be evidenced by one or more promissory notes which shall bear interest as set
forth in the Letter Agreement, shall be unsecured, will not be convertible, and
will be due and payable at the closing of the Reverse Acquisition or any other
change of control of the Company (other than if GDSC exercises its right to
purchase stock from Mr. Black and 1st Orion
as set forth in the Letter Agreement).

      


      7.3           Future Issuances of Capital
Stock.  Except as set forth in the Letter Agreement, following
Closing and prior to the closing of a Reverse Acquisition the Company shall not
issue any shares of its capital stock without the prior written consent of GDSC,
which consent GDSC may withhold in its sole discretion.

      


      7.4           Access to
Information.  Following Closing and prior to the closing of a
Reverse Acquisition or other change of control of the Company, (a) the Company
shall regularly furnish to GDSC information regarding the status of obtaining a
trading symbol and completing a Reverse Acquisition, and (b) GDSC and its
authorized representatives shall have full access during normal business hours
to all properties, books, records, contracts, and documents of the Company, and
the Company shall furnish or cause to be furnished to GDSC and its authorized
representatives all information with respect to its affairs and business as GDSC
may reasonably request.  GDSC shall hold, and shall cause its
representatives to hold confidential, all such information and documents, other
than information that (i) is in the public domain at the time of its disclosure
to GDSC; (ii) becomes part of the public domain after disclosure through no
fault of GDSC; (iii) is known to GDSC prior to disclosure; or (iv) is disclosed
in accordance with the written consent of the Company.

      


      7.5           Management.  Following
Closing and prior to the closing of a Reverse Acquisition, no compensation
(except for reimbursement of pre-approved out-of-pocket expenses) shall be paid
to or accrued by any officer or director of the Company.  In
connection with the negotiation of a Reverse Acquisition, management of the
Company shall recommend to the target company that Mr. Rothstein remain a
director of the Company following closing of the Reverse Acquisition, but that
retaining Mr. Rothstein as a director post-closing shall not be a condition of
closing a Reverse Acquisition.  Upon the closing of a Reverse
Acquisition, each of the directors of the Company shall tender his or her
resignation as a director, subject to retaining Mr. Rothstein as a director at
the option of the target company.

      


      7.6           Trading Symbol and Reverse
Acquisition; Market Stand-off.  Following Closing Mr. Black and
the Company shall use commercially reasonable efforts to (a) obtain a trading
symbol for the Company’s common stock as soon as practicable and (b) consummate
a Reverse Acquisition as soon as practicable after a trading symbol is
obtained.

      


      7.7           Resignation.  In
the event that GDSC exercises its option to purchase shares from Mr. Black and
1st
Orion as set forth in the Letter Agreement, Mr. Black shall immediately
thereafter tender his resignation as an officer and director of the Company and
shall cause any other person appointed as an officer or director of the Company
by him to tender his or her resignation.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      ARTICLE
VIII

      Miscellaneous
Provisions

      


      8.1           Notices.  All
notices, requests, demands, and other communications required to or permitted to
be given under this Agreement shall be in writing addressed to the other party
at the address set forth below (or at such other address or facsimile number as
shall be designated by any party hereto in written notice to the other party
hereto delivered pursuant to this Section) and shall be conclusively deemed to
have been duly given when:

      


      (a)           Hand-delivered
to the other party;

      


      (b)           Received
when sent by facsimile at the number set forth below;

      


      (c)           The
next business day after same have been deposited with a national overnight
delivery service, shipping prepaid, addressed to the party as set forth below
with next-business day delivery guaranteed, provided that the sending party
receives a confirmation of delivery from the delivery service provider;
or

      


      (d)           Three
business days after mailing if mailed from within the continental United States
by registered or certified mail, postage prepaid, return receipt requested,
addressed to the parties as set forth below.

      


      Brownshire
Holdings, Inc.

      660
LaSalle Place

      Suite
200

      Highland
Park, IL  60035

      Fax:  (847)
780-1008

      Attn:  President

      


      Steven G.
Black

      10939 N.
Alpine Hwy, PMB 114

      Highland,
UT  84003

      Fax:  (801)
772-2016

      


      With a
copy (which shall not constitute notice) to:

      


      Ronald N.
Vance

      Attorney
at Law

      1656
Reunion Avenue

      Suite
250

      Salt Lake
City, UT  84095

      Fax:  (801)
446-8803

      


      8.2           Default.  If
any legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties will be entitled to recover
reasonable attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.


      
        
           


        

        
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      8.3           Governing Law and
Venue.  This Agreement and the rights and duties of the parties
hereto shall be construed and determined in accordance with the laws of the
State of Utah (without giving effect to any choice or conflict of law
provisions), and any and all actions to enforce the provisions of this Agreement
shall be brought in a court of competent jurisdiction in the County of Salt
Lake, State of Utah, and in no other place.

      


      8.4           Partial
Invalidity.  If any term of this Agreement shall be held to be
invalid or unenforceable, such term shall be deemed to be severable and the
validity of the other terms of this Agreement shall in no way be affected
thereby.

      


      8.5           Survival of Covenants,
Etc.  All covenants, representations and warranties made herein
shall survive the making of this Agreement and shall continue in full force and
effect for a period of one year from the date of this Agreement, at the end of
which period no claim may be made with respect to any such covenant,
representation, or warranty unless such claim shall have been asserted in
writing to the other party during such period.

      


      8.6           Entire
Agreement.  This Agreement constitutes the entire understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all negotiations, representations, prior discussions, and preliminary
agreements between the parties hereto relating to the subject matter of this
Agreement.

      


      8.7           Binding on
Successors.  This Agreement will be binding on, and will inure
to the benefit of, the parties and to their respective heirs, legal
representatives, successors, and assigns.

      


      8.8           Headings.  The
descriptive headings of the various sections and or parts of this Agreement are
for convenience only and shall not affect the meaning or construction of any of
the provisions hereof.

      


      8.9           Interpretation of
Agreement.  This Agreement shall be interpreted and construed
as if equally drafted by both parties hereto.

      


      8.10         Exhibits and
Schedules. Each of the exhibits and schedules referenced in this
Agreement is annexed hereto and is incorporated herein by this reference and
expressly made a part hereof.

      


      8.11         Counterparts; Facsimile
Execution.  This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one instrument.  Delivery of an executed counterpart of
this Agreement by facsimile or email shall be equally as effective as delivery
of a manually executed counterpart of this Agreement.

      


      8.12         Third Party
Beneficiaries.  The provisions of Sections 5.2(e), 7.3, 7.4,
and 7.7 are for the express benefit of GDSC and its successors and
assigns.  The provisions of Sections 7.5 are for the express benefit
of Steven A. Rothstein.

      


      8.13         Full
Knowledge.  By their signatures, the parties acknowledge that
they have carefully read and fully understand the terms and conditions of this
Agreement, that each party has had the benefit of counsel, or has been advised
to obtain counsel, and that each party has freely agreed to be bound by the
terms and conditions of this Agreement.


      
        
           


        

        
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      IN
WITNESS WHEREOF, each of the parties has executed this Agreement on the
respective day and year set forth below.

      


      
        
          
            
              
                	 
      	
                        Brownshire
      Holdings, Inc.

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Date:  December
      31, 2008

                      	
                        By:

                      	
                        /s/ Steven A. Rothstein

                      
	 
      	 
      	
                        Steven
      A. Rothstein, President

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Date:  December
      31, 2008

                      	
                        /s/ Steven G. Black

                      
	 
      	Steven
      G. Black, an
individual


              

            

          

        

      

       

       

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