Exhibit  10.1 - Asset  Purchase  Agreement  dated as of  November 9, 2005 by and
among Temporary  Financial  Services,  Inc., Command Staffing,  LLC,  Harborview
Software, Inc. and the Operations Entities (as defined therein).

<PAGE>

                            ASSET PURCHASE AGREEMENT



                       TEMPORARY FINANCIAL SERVICES, INC.


                              COMMAND STAFFING, LLC


                            HARBORVIEW SOFTWARE, INC.


                                     and the


                               OPERATIONS ENTITIES





                          Dated as of November 9, 2005


<PAGE>



                                TABLE OF CONTENTS


ARTICLE I ACQUISITION AND DISPOSITION OF ACQUIRED ASSETS......................4

   1.1      ACQUIRED ASSETS...................................................4
   1.2      RETAINED ASSETS...................................................6
   1.3      LIABILITIES.......................................................6
   1.4      CLOSING AND DELIVERY OF ACQUIRED ASSETS...........................6
   1.5      PURCHASE PRICE AND PAYMENT........................................7
   1.6      METHOD OF ACQUISITION.............................................8
   1.7      TAX FREE REORGANIZATION...........................................8
   1.8      MANAGEMENT OF TFS AFTER FIRST CLOSING.............................8

ARTICLE II REPRESENTATIONS AND WARRANTIES.....................................9

   2.1      REPRESENTATIONS AND WARRANTIES OF OF SELLING PARTIES..............9
   2.2      REPRESENTATIONS AND WARRANTIES OF TFS............................17

ARTICLE 3 COVENANTS OF COMPANY...............................................17

   3.1      CONDUCT OF BUSINESS..............................................17
   3.2      ACCESS TO PROPERTIES AND RECORDS.................................17
   3.3      BREACH OF REPRESENTATIONS AND WARRANTIES.........................17
   3.4      CONSENTS.........................................................17
   3.5      TAX RETURNS......................................................17
   3.6      EXCLUSIVITY; ACQUISITION PROPOSALS...............................17
   3.7      NOTICE OF EVENTS.................................................17
   3.8      BEST EFFORTS.....................................................17

ARTICLE 4 COVENANTS OF TFS...................................................17

   4.1      BREACH OF REPRESENTATIONS AND WARRANTIES.........................17
   4.2      DIVIDENDS, ISSUANCE OF OR CHANGES IN SECURITIES..................17
   4.3      GOVERNING DOCUMENTS..............................................17
   4.4      NO ACQUISITIONS..................................................17
   4.5      ACCESS TO PROPERTIES AND RECORDS.................................17
   4.6      CONSENTS.........................................................17
   4.7      NOTICE OF EVENTS.................................................17
   4.8      BEST EFFORTS.....................................................17

ARTICLE 5 AGREEMENTS OF COMPANY..............................................17

   5.1      LEGAL CONDITIONS.................................................17
   5.2      EXPENSES.........................................................17
   5.3      ADDITIONAL AGREEMENTS............................................17
   5.4      PUBLIC ANNOUNCEMENTS.............................................17

ARTICLE 6 CONDITIONS PRECEDENT...............................................17

   6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE CLOSING...........17
   6.2      CONDITIONS OF OBLIGATIONS OF TFS.................................17
   6.3      CONDITIONS OF OBLIGATION OF COMPANY..............................17
   6.4      SPECIAL CONDITION OF OPERATIONS ENTITIES.........................17
   6.5      UNSATISFIED CONDITIONS...........................................17

ARTICLE 7 DELIVERIES AT CLOSINGS.............................................17


                                       i
<PAGE>

ARTICLE 8 INDEMNIFICATION....................................................17

   8.1      INDEMNIFICATION RELATING TO AGREEMENT............................17
   8.2      INDEMNIFICATION RELATING TO AGREEMENT............................17
   8.3      PROCEDURES.......................................................17

ARTICLE 9 MISCELLANEOUS......................................................17

   9.1      ENTIRE AGREEMENT.................................................17
   9.2      GOVERNING LAW....................................................17
   9.3      NOTICES..........................................................17
   9.4      SEVERABILITY.....................................................17
   9.5      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.......................17
   9.6      ASSIGNMENT.......................................................17
   9.7      COUNTERPARTS.....................................................17
   9.8      AMENDMENT........................................................17
   9.9      EXTENSION, WAIVER................................................17
   9.10     INTERPRETATION...................................................17
   9.11     ATTORNEYS' FEES..................................................17
   9.12     COSTS AND EXPENSES...............................................17
   9.13     REMEDIES.........................................................17
   9.14     CONSTRUCTION.....................................................17
   9.15     MATERIALITY......................................................17


                                       ii
<PAGE>

SCHEDULES & EXHIBITS:

SCHEDULE 1 OPERATIONS ENTITIES..................................................

SCHEDULE 1.1(B) LEASE REAL PROPERTY.............................................

SCHEDULE 1.1(C) OWNED REAL PROPERTY.............................................

SCHEDULE 1.1(D) VEHICLES........................................................

SCHEDULE 1.1(F) ASSUMED CONTRACTS...............................................

SCHEDULE 1.1(K) LICENSES AND PERMITS............................................

SCHEDULE 1.2 SELLING PARTIES RETAINED ASSETS....................................

SCHEDULE 1.3 ASSUMED LIABILITIES................................................

SCHEDULE 1.5.1 COMMAND PURCHASE PRICE...........................................

SCHEDULE 1.5.2 OPERATIONS PURCHASE PRICE........................................

SCHEDULE 1.5.3(A) ALLOCATION OF THE COMMAND PURCHASE PRICE......................

SCHEDULE 1.5.3(B) ALLOCATION OF THE OPERATIONS PURCHASE PRICE...................

SCHEDULE 1.8 BOARD OF DIRECTORS AND OFFICERS TO BE ELECTED......................


EXHIBIT A  FORM OF BILL OF SALE.................................................

EXHIBIT B  FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTS.........................

EXHIBIT C  FORM OF ASSIGNMENT AND ASSUMPTION OF LEASE...........................

EXHIBIT D  VOTING AGREEMENT.....................................................

EXHIBIT E  FORM OF JOINDER AGREEMENT............................................

EXHIBIT F  FORM OF NONCOMPETITION AGREEMENT.....................................

EXHIBIT G  FORM OF TFS CLOSING CERTIFICATE......................................

EXHIBIT H-1 FORM OF SELLING PARTIES CLOSING CERTIFICATES - CORP.................

EXHIBIT H-2  FORM OF SELLING PARTIES CLOSING CERTIFICATES - LLC.................

EXHIBIT I-1  FORM OF BOARD OF DIRECTORS RESOLUTIONS.............................

EXHIBIT I-2  FORM OF MANAGERS / MANAGING MEMBERS RESOLUTIONS....................

EXHIBIT J-1  FORM OF SHAREHOLDERS RESOLUTIONS...................................

EXHIBIT J-2  FORM OF MEMBERS RESOLUTIONS........................................

EXHIBIT K  NAME CHANGE DOCUMENTATION............................................


                                      iii
<PAGE>

                            ASSET PURCHASE AGREEMENT

      ASSET PURCHASE AGREEMENT, dated as of November 9, 2005 (this "Agreement"),
by and among  Temporary  Financial  Services,  Inc.,  a  Washington  corporation
("TFS"),  and Command  Staffing,  LLC a Nevada  limited  liability  ("Command"),
Harborview  Software,  Inc., a Nevada corporation  ("Harborview") and all of the
entities  listed  on  Schedule  1 (which  are  collectively  referred  to as the
"Operations  Entities")  (Command,  Harborview,  and the Operations Entities are
sometimes collectively referred to herein as the "Selling Parties").

                                  INTRODUCTION

      A. Command is a franchising organization, offering franchises for staffing
offices  providing  temporary  workers to skilled,  semi-skilled  and  unskilled
manual jobs, as well as hospitality  and certain office and clerical  positions.
Many of the Operations Entities are franchisees of Command.

      B.  Harborview is the owner and licensor of the Labor  Commander  software
system which provides front and back office support for staffing  offices.  Each
of the Operations Entities is a licensor of Harborview software.

      C. The  Operations  Entities  are the owners  and  operators  of  staffing
offices doing business under one or more tradenames of Command.  The location of
the  staffing  offices  which are included in this  transaction  for each of the
Operations Entities is listed on Schedule 1.

      D. TFS desires to acquire  certain  assets of the  Selling  Parties and to
assume certain  contractual  rights,  obligations and liabilities of the Selling
Parties on the terms and subject to the conditions set forth herein.

      E. Selling Parties desire to sell such assets to TFS, and to transfer such
contractual rights, obligations and liabilities to TFS, on the terms and subject
to the conditions set forth herein.

      F.  The  parties  desire  that  the   consummation  of  the   transactions
contemplated  by this  Agreement  qualify  as a tax  free  reorganization  under
Sections 351 and/or 368 of the Internal Revenue Code of 1986, as amended.

      INTENDING TO BE LEGALLY BOUND,  and in  consideration of the foregoing and
the mutual  representations,  warranties,  covenants  and  agreements  contained
herein, TFS and the Selling Parties hereby agree as follows:

                                   ARTICLE 1.
                 ACQUISITION AND DISPOSITION OF ACQUIRED ASSETS

      1.1.  Acquired  Assets.  Subject  to the  terms  and  conditions  of  this
Agreement,  at the respective Closings (as defined below), Selling Parties shall
sell,  convey,  transfer,  assign and  deliver to TFS,  and TFS shall  purchase,
acquire  and accept  from  Selling  Parties,  all of the assets  (the  "Acquired
Assets") owned by Selling Parties, other than Retained Assets (as defined below)
including, without limitation, the following:
<PAGE>

            (a) Equipment. All of the equipment, machinery, vehicles, furniture,
fixtures,  furnishings and leasehold  improvements  owned by Selling Parties and
located at (or, in the case of mobile assets, those used primarily in connection
with) the businesses of Selling Parties (the "Equipment");

            (b) Real Estate  Leases/Leasehold  Improvements.  The real  property
leased by the Selling  Parties and  relating  to the  businesses  of the Selling
Parties  ("Offices") listed on Schedule 1.1(b) to this Agreement  (collectively,
the "Leased  Real  Property")  and Selling  Parties'  interest in all  leasehold
improvements  located  on  such  real  property  (collectively,  the  "Leasehold
Improvements");

            (c) Real Estate Owned/Owned Improvements. The real property owned by
the Selling  Parties and  relating to the Offices  listed on Schedule  1.1(c) to
this Agreement  (collectively,  the "Owned Real Property") and Selling  Parties'
interest in all owned improvements located on such real property  (collectively,
the "Owned Improvements");

            (d) Vehicles.  Selling  Parties'  interest in all vehicles  owned or
leased by the Selling  Parties and listed on Schedule  1.1(d) to this  Agreement
(collectively, the "Vehicles");

            (e) Inventories;  Purchase Contracts. The inventories, goods, wares,
raw materials,  merchandise  and supplies of Selling Parties at the Closings (as
defined below) either on hand at any of the Offices or owned by Selling  Parties
and in transit to such Offices,  and all orders or contracts for the purchase of
inventories  entered into by Selling Parties for the Selling Parties  businesses
in the ordinary course of business prior to the Closing;

            (f) Executory Contracts. Selling Parties' interests in all executory
contracts or agreements  (including the original executed agreements) and listed
on Schedule 1.1(f) to this Agreement (collectively, the "Assumed Contracts");

            (g)  Intangible  Property  Rights.  All trade names,  trademarks and
service marks relating to Selling Parties;

            (h) Books and Records.  All of Selling  Parties' books,  records and
other documents and information  relating to the Acquired Assets and the Selling
Parties businesses,  including,  without  limitation,  all customer and supplier
lists, sales literature,  inventory records, purchase orders and invoices, sales
orders and sales order log books,  commission records,  correspondence,  product
data, price lists,  quotes and bids,  catalogues and brochures of every kind and
nature;

            (i) Telephone  Listings.  The Selling Parties' current telephone and
fax listings and the right to use the telephone  numbers currently being used at
the Offices;

            (j)  Internet  Domain  Names.  All  Internet  domain  names owned by
Selling Parties, including www.commandonline.com;


                                      -5-
<PAGE>

            (k) Licenses and Permits. To the extent transferable,  all licenses,
permits, bonds, consents, approvals, authorizations,  qualifications and similar
permissions of governmental  authorities  (Federal,  state and local) related to
the Selling Parties businesses and listed on Schedule 1.1(k) (collectively,  the
"Licenses and Permits");

            (l) Prepaid Expenses and Deposits.  All prepaid expenses  (including
those  related to rent,  maintenance,  utilities  and sign  leases) and deposits
required for the operation of the Selling Parties  businesses or relating to the
Acquired Assets;

            (m) Goodwill. Goodwill, all related tangibles and intangibles, which
relate to the  operation  of the Selling  Parties  businesses  and all rights to
continue to use the Acquired Assets in the conduct of a going business;

            (n)  Receivables.  All accounts or notes receivable owing to Selling
Parties at the Closing  including,  without  limitation,  all customer  accounts
receivable (collectively, the "Receivables");

            (o) Cash.  Except as  provided  in  Section  1.2,  all cash and cash
equivalents of Selling Parties at the Closing; and

            (p)  Miscellaneous  Assets.  Any and all other  assets,  properties,
rights or other interests of Selling  Parties,  tangible or intangible,  used in
connection  with the Selling  Parties  businesses or the other  Acquired  Assets
including,   without  limitation,  all  of  Selling  Parties'  interest  in  any
applicable covenants not to compete.

      1.2. Retained Assets. The Selling Parties and TFS expressly understand and
agree that the assets and  properties  of Selling  Parties set forth on Schedule
1.2 shall be "Retained  Assets" and shall be excluded  from the Acquired  Assets
hereunder.

      1.3.  Assumed  Liabilities.  TFS  shall  not  assume  or be deemed to have
assumed,  or to have  any  obligations  with  respect  to,  any  liabilities  or
obligations  of  Selling  Parties  other  than  the  contracts  and  liabilities
specifically  assumed  pursuant to Section  1.3 and  specified  on Schedule  1.3
("Assumed Liabilities"), whether such other liabilities and obligations arose or
arise before or after, or mature before or after,  the Closing.  All obligations
other than those listed on Schedule 1.3 shall remain solely the  obligations  of
Selling Parties (the "Retained Liabilities").

      1.4. Closing and Delivery of Acquired Assets.  The transaction shall close
in two phases.  The first phase closing (the "First  Closing") shall include the
Acquired Assets and Assumed  Liabilities of Command and  Harborview.  The second
phase  closing  (the "Second  Closing")  shall  include the Acquired  Assets and
Assumed  Liabilities  of the Operations  Entities.  The First Closing and Second
Closing are each referred to as a "Closing" or  collectively  as the "Closings."
Each Closing and delivery of the Acquired  Assets and Assumed  Liabilities  will
take place as soon as practicable after satisfaction or waiver of the last to be
fulfilled of the  conditions  set forth in Article VI that by their terms are to
occur prior to the  respective  Closing,  at the place to be  designated  by the
parties,  unless  another  date  is  agreed  to by the  parties  hereto.  Unless
otherwise  agreed between  Command,  Harborview and TFS, the consummation of the
transactions  contemplated  for the First  Closing shall occur at the offices of
Command Staffing,  LLC, located at 8687 Via de Ventura,  Suite 101,  Scottsdale,
Arizona  85258  on  November  9,  2005  at 2:00  p.m.  The  consummation  of the
transactions  contemplated  for the Second Closing shall occur at the offices of
Command  Center,  Inc.  on  January  9, 2006,  or as soon  thereafter  as may be
reasonably accomplished as determined by TFS, in its reasonable discretion,  but
in no event later than March 1, 2006.


                                      -6-
<PAGE>

      1.5. Purchase Price and Payment. The purchase price (the "Purchase Price")
for the Acquired  Assets shall be paid by the issuance and delivery of shares of
TFS common stock, $0.001 par value (the "Shares"). The Purchase Price for all of
the  Acquired  Assets  and  Assumed  Liabilities  shall  be  paid in full by the
issuance and delivery of a total of 19,897,933 Shares, allocated as set forth in
this section.

            1.5.1.   Command   Purchase  Price.   At  the  First  Closing,   the
consideration  to be paid to Command and Harborview  for the Acquired  Assets of
Command and  Harborview  shall be: (i) the issuance of  3,745,493  Shares to the
members of Command in  accordance  with  Schedule  1.5.1;  (ii) the  issuance of
2,809,120  Shares to the  shareholders of Harborview in accordance with Schedule
1.5.1;  (iii)  the  assumption  by TFS of the  Command  and  Harborview  Assumed
Liabilities;  and (iv) the  setting  aside of 144,808  Shares to be issued as an
incentive,  as  determined  by the Board of  Directors  of TFS,  in its sole and
absolute discretion (collectively, the "Command Purchase Price").

            1.5.2.  Operations  Purchase  Price.  At  the  Second  Closing,  the
consideration  to be paid to the Operations  Entities for the Acquired Assets of
the Operations  Entities shall be: (i) the issuance of 13,198,512  Shares to the
members  or  shareholders  of the  Operations  Entities,  as the case may be, in
accordance  with Schedule  1.5.2;  and (ii) the assumption by TFS of the Assumed
Liabilities of the Operations Entities  (collectively,  the "Operations Purchase
Price").  Notwithstanding  anything to the contrary in this Agreement, the total
Shares  issued as part of the  Operations  Purchase  Price  shall be issued  and
delivered in sufficient  numbers to qualify the transaction as a  reorganization
pursuant to Sections 351 and/or 368 of the Internal  Revenue  Code. In the event
that only 54 or less Operations  Entities  consummate the Second Closing for any
reason, TFS, in its reasonable discretion,  may decrease the number of Shares in
the  Operations  Purchase  Price in an equitable  manner among those  Operations
Entities  selling by the number of Shares in the Operations  Purchase Price that
would have been payable to the Operations  Entities not  consummating the Second
Closing.

            1.5.3.  Allocation of the Purchase Price. The Command Purchase Price
and the Operations Purchase Price (collectively,  the "Purchase Price") shall be
allocated in accordance  with this Section  1.5.3.  The Command  Purchase  Price
shall  be  allocated  to the  Acquired  Assets  of  Command  and  Harborview  in
accordance  with  Schedule  1.5.3A.  The  Operations  Purchase  Price  shall  be
allocated to the Acquired  Assets of the Operations  Entities in accordance with
Schedule  1.5.3B.  The Shares shall be issued  directly to the  shareholders  or
members of the Selling  Parties,  as the case may be. The Shares to be issued in
payment of the Purchase  Price shall all be "restricted  securities"  within the
meaning set forth in Rule 144 of the Securities Act of 1933, as amended.


                                      -7-
<PAGE>

      1.6. Method of Acquisition.

            1.6.1.   Conveyance  of  Acquired  Assets.  The  sale,   conveyance,
transfer,  assignment  and  delivery to TFS of the  Acquired  Assets,  as herein
provided, shall be effected by such bills of sale, endorsements, assignments and
other  instruments of transfer and conveyance as may be necessary to vest in TFS
the right,  title and interest of Selling Parties in and to the Acquired Assets,
free and  clear of all  liens,  claims,  charges  and  encumbrances,  except  as
otherwise  provided in this  Agreement.  Such documents  shall include,  without
limitation,  a Bill of Sale,  substantially  in the form of  Exhibit A  attached
hereto and any documents  required by the U.S.  Patent and  Trademark  Office or
other  government  entities to reflect the  transfer of  registered  trademarks.
Selling  Parties  shall,  at each  Closing  and at any time or from time to time
after such Closing, upon request, perform or cause to be performed such acts and
execute,  acknowledge  and  deliver or cause to be  executed,  acknowledged  and
delivered  such  documents,  as may  be  reasonably  required  or  requested  to
effectuate the sale, conveyance, transfer, assignment and delivery to TFS of any
of the Acquired Assets.

            1.6.2.  Assumption of Contracts.  At each relevant Closing,  TFS and
each  Selling  Party  shall  execute  an  Assignment  and  Assumption  Agreement
("Assignment  and  Assumption  Agreement"),  substantially  in the form attached
hereto as Exhibit B in order to effectuate  the assumption by TFS of the Assumed
Liabilities of each such Selling Party.  At each relevant  Closing,  and only to
the extent required under any real estate lease or by any landlord for a Selling
Party,  TFS, the Selling Party and the landlord  shall execute an Assignment and
Assumption of Lease,  substantially in the form attached hereto as Exhibit C (or
such other documents  necessary to assign any such lease as required by TFS). At
each Closing, or at any time or from time to time thereafter,  upon request, the
parties  shall  perform  or  cause  to be  performed  such  acts,  and  execute,
acknowledge and deliver or cause to be executed, acknowledged and delivered such
other documents,  as may be reasonably  required or requested for the assumption
by TFS of the Assumed Liabilities.

      1.7.  Tax Free  Reorganization.  As to Selling  Parties,  along with their
shareholders and members, the parties intend that the transactions  contemplated
in this  Agreement  shall  qualify  as a tax  free  reorganization  pursuant  to
Sections  351 and/or 368 of the Internal  Revenue  Code.  TFS shall  execute and
deliver all such  documents and take all such other actions as in the opinion of
legal counsel for any of the Selling  Parties are necessary in order to preserve
the character of the transaction as a tax free reorganization.

      1.8.  Management of TFS After First Closing.  Simultaneous  with the First
Closing,  the members of the Board of  Directors  of TFS other than John Coghlan
and Brad Herr shall resign. John Coghlan and Brad Herr shall immediately appoint
Glenn  Welstad and other  individuals  identified  on Schedule 1.8 to fill those
vacancies on the Board of  Directors of TFS until the next annual  Shareholders'
Meeting  that  occurs  after the  Second  Closing.  Simultaneous  with the First
Closing, the executive officers of TFS shall resign and those persons identified
on Schedule 1.8 as the new  executive  officers of TFS shall be appointed by the
Board of Directors  of TFS. By executing  this  Agreement  individually  for the
limited  purpose of agreeing to the terms and  conditions  of this  Section 1.8,
John Coghlan agrees to execute and deliver to the Selling Parties,  at the First
Closing,  a Voting  Agreement  in the form  attached  hereto  as  Exhibit D (the
"Voting Agreement").


                                      -8-
<PAGE>

                                   ARTICLE 2.
                         REPRESENTATIONS AND WARRANTIES

      2.1.   Representations  and  Warranties  of  Selling  Parties.  Except  as
disclosed in the two separate  Schedules of Exceptions  delivered by Command and
Harborview at the First Closing,  and by each of the Operations  Entities at the
Second  Closing and attached  hereto (each, a "Schedule of  Exceptions"),  which
refers  specifically to the representations and warranties in this Agreement and
which  identifies  by section  number the section and  subsection  to which such
disclosure relates, and whether or not the Schedule of Exceptions is referred to
in a specific section or subsection,  each of the Selling Parties represents and
warrants,  severally and not jointly,  with respect to its individual entity and
the business conducted by it, as follows:

            2.1.1. Organization, Standing and Power. Each of the Selling Parties
is a corporation or limited liability  company duly organized,  validly existing
and in good  standing  under  the  laws of the  state of its  domicile,  has all
requisite  power and authority to own,  lease and operate its  properties and to
carry on its  businesses as now being  conducted,  and is duly  qualified and in
good  standing  to do  business  in each  jurisdiction  in which a failure to so
qualify  would have a material  adverse  effect on the  Business  Condition  (as
hereinafter  defined) of such party.  Selling Parties have no  Subsidiaries  (as
hereinafter  defined).  As used in this  Agreement,  "Business  Condition"  with
respect to any entity shall mean the business,  financial condition,  results of
operations, assets or prospects (as defined below) (without giving effect to the
consequences of the transactions  contemplated by this Agreement) of such entity
or  entities  taken  as a  whole.  In  this  Agreement,  a  "Subsidiary"  of any
corporation or other entity means a corporation,  partnership, limited liability
company  or other  entity  of which  such  corporation  or  entity  directly  or
indirectly  owns or controls  voting  securities  or other  interests  which are
sufficient  to elect a majority of the board of directors  or other  managers of
such  corporation,  partnership,  limited  liability company or other entity. As
used in this  Agreement,  "prospects"  shall mean events,  conditions,  facts or
developments  which are known to  Selling  Parties  and which in the  reasonable
course of events are expected to have a material effect on future  operations of
the business as presently  conducted by Selling  Parties.  Selling  Parties have
delivered  to TFS  complete and correct  copies of the  articles,  certificates,
bylaws,  and/or other primary  charter and  organizational  documents  ("Charter
Documents") of Selling Parties, in each case, as amended to the date hereof. The
minute books and stock records of Selling  Parties,  complete and correct copies
of which have been delivered to TFS, contain correct and complete records of all
material  proceedings  and  actions  taken at all  meetings  of, or  effected by
written consent of, the  shareholders  of Selling  Parties and their  respective
boards of  directors  or members,  and all  original  issuances  and  subsequent
transfers,  repurchases, and cancellations of Selling Parties' capital stock and
membership interests. The Schedule of Exceptions contains a complete and correct
list of the officers, directors and members of Selling Parties.

            2.1.2. Capital Structure. The authorized capital stock or membership
units of each of the Selling Parties  (immediately  prior to the Closing) having
voting rights under applicable law, the Charter Documents or agreements with the
Selling  Parties and the owners of the capital  stock and  membership  units are
listed on Schedule 2.1.2.

            2.1.3. Authority.  The execution,  delivery, and performance of this
Agreement by Selling Parties have been duly  authorized by all necessary  action
of the  respective  boards of  directors  or members of Selling  Parties and has
received the  favorable  vote or consent of the  requisite  number of holders of
Selling  Parties  shares  or  membership  units  entitled  to  vote  thereon  in
accordance with Section 6.2, the Charter  Documents and the laws of the state of
their  domicile.  No other act or proceeding  on the part of Selling  Parties is
necessary to approve this  Agreement or the  transactions  contemplated  hereby.
Each of Selling  Parties and has duly and validly  executed and  delivered  this
Agreement,  and this  Agreement  constitutes  a valid,  binding and  enforceable
obligation of each of the Selling Parties in accordance with its terms.


                                      -9-
<PAGE>

            2.1.4.  Compliance with Laws and Other Instruments.  Each of Selling
Parties  holds,  and  at  all  times  has  held,  all  licenses,   permits,  and
authorizations from all Governmental  Entities, (as defined below) necessary for
the lawful conduct of its business  pursuant to all applicable  statutes,  laws,
ordinances,  rules, and regulations of all such authorities having  jurisdiction
over it or any part of its operations,  excepting, however, when such failure to
hold  would not have a material  adverse  effect on  Selling  Parties'  Business
Condition.  There are no  violations  or  claimed  violations  known by  Selling
Parties of any such license,  permit, or authorization or any such statute, law,
ordinance,  rule or  regulation.  Neither  the  execution  and  delivery of this
Agreement by Selling  Parties nor the  performance  by Selling  Parties of their
obligations  under this  Agreement  will, in any material  respect,  violate any
provision of law or will conflict with,  result in the material breach of any of
the terms or conditions of,  constitute a material breach of any of the terms or
conditions  of,  constitute  a  material  default  under,  permit  any  party to
accelerate  any  right  under,  renegotiate,  or  terminate,   require  consent,
approval,  or waiver by any party under,  or result in the creation of any lien,
charge,  encumbrance,  or restriction  upon any of the properties,  the Acquired
Assets,  or Selling  Parties  pursuant  to, any of the Charter  Documents or any
agreement (including  government  contracts),  indenture,  mortgage,  franchise,
license,  permit, lease or other instrument of any kind to which Selling Parties
is a party or by which  Selling  Parties  or any of their  assets  are  bound or
affected.  No consent,  approval,  order or  authorization  of or  registration,
declaration or filing with or exemption (collectively  "Consents") by any court,
administrative   agency  or  commission  or  other  governmental   authority  or
instrumentality,  whether domestic or foreign (each a "Governmental  Entity") is
required by or with respect to Selling  Parties in connection with the execution
and delivery of this Agreement by Selling Parties or the consummation by Selling
Parties of the transactions contemplated hereby, except for such Consents, which
if not  obtained  or made  would not have a material  adverse  effect on Selling
Parties'  Business  Condition or the  anticipated  benefits of the  transactions
contemplated by this Agreement.

            2.1.5.  Confidentiality  Agreements.  Selling  Parties have obtained
written  agreements  from all  employees  and third  parties  with whom  Selling
Parties have shared confidential proprietary information (i) of Selling Parties,
or (ii)  received  from others which  Selling  Parties are obligated to treat as
confidential,  which agreements require such employees and third parties to keep
such  information  confidential.  Selling Parties have delivered  copies of such
written agreements, as executed, to TFS.


                                      -10-
<PAGE>

            2.1.6.  Financial  Statements.  Each of the  Selling  Parties  shall
deliver to TFS audited balance sheets and statements of income and cash flow for
their most  recently  completed  fiscal years and unaudited  balance  sheets and
statements of income and cash flow as of September 30, 2005 (such balance sheets
and  statements  of income  and cash flow are  collectively  referred  to as the
"Selling  Parties   Financial   Statements").   The  Selling  Parties  Financial
Statements:  (i) shall be in  accordance  with the books and  records of Selling
Parties;  (ii) shall present  fairly,  in all material  respects,  the financial
position of Selling  Parties as of the date  indicated  and the results of their
operations  for each of the  periods  indicated;  and (iii) shall be prepared in
accordance with generally accepted accounting  principles  consistently  applied
except as described in the  Schedule of  Exceptions.  There shall be no material
off-balance  sheet assets,  liabilities,  claims or  obligations  of any nature,
whether accrued, absolute, contingent, anticipated, or otherwise, whether due or
to become due, that are not shown or provided for either in the Selling  Parties
Financial  Statements or the Schedule of Exceptions.  The liabilities of Selling
Parties were incurred in the ordinary course of Selling Parties'  business.  The
Selling Parties Financial Statements: (x) are the most recent regularly prepared
balance sheets of the Selling Parties;  and (y) have been prepared in accordance
with  the  accounting  principles  normally  used by the  Selling  Parties.  The
"Selling  Parties Pro Forma Closing  Balance  Sheet"  attached as Schedule 2.1.6
sets forth,  based on  reasonable  assumptions  relating to the operation of the
business  conducted by Selling Parties,  the projected Selling Parties Pro Forma
Closing  Balance Sheet as of the  estimated  Closing.  A "Selling  Parties Final
Closing  Balance  Sheet"  will be  prepared by TFS  following  Closing,  and any
updates or revisions of such statement will be prepared,  on a basis  consistent
with the Selling Parties Financial Statements and Schedule 2.1.6.

            2.1.7. Taxes.

                  (a) Selling  Parties have timely filed (or caused to be filed)
all  federal,  state,  local and foreign tax  returns,  reports and  information
statements  required to be filed by them, which returns,  reports and statements
are true,  correct and  complete in all  material  respects,  and paid all taxes
required to be paid as shown on such returns, reports and statements.  All taxes
required to be paid in respect of the periods  covered by such returns  ("Return
Periods")  have  either  been  paid or fully  accrued  on the  books of  Selling
Parties.  Selling  Parties has fully  accrued all unpaid taxes in respect of all
periods (or the portion of any such periods)  subsequent to the Return  Periods.
There is no  material  difference  between the amounts of the book basis and the
tax  basis  of any  assets  of  Selling  Parties  that  is not  reflected  in an
appropriate  accrual of deferred tax liability on the books of Selling  Parties.
No  deficiencies  or  adjustments  for any tax have been  claimed,  proposed  or
assessed,  or to the knowledge of Selling Parties,  threatened.  The Schedule of
Exceptions  accurately sets forth the years for which Selling  Parties'  federal
and state  income tax  returns,  respectively,  have been  audited and any years
which are the subject of a pending audit by the Internal Revenue Service and the
applicable state agencies. Selling Parties are not subject to any pending or, to
the  knowledge  of Selling  Parties,  threatened  tax audit or  examination  and
Selling  Parties have not waived any statutes of limitation  with respect to the
assessment of any tax. For the purposes of this  Agreement,  the terms "tax" and
"taxes" shall include all federal, state, local and foreign taxes,  assessments,
duties,  tariffs,  registration fees and other  governmental  charges including,
without limitation,  all income, franchise,  property,  production,  sales, use,
payroll,  license,  windfall  profits,  severance,  withholding,  excise,  gross
receipts  and other  taxes,  as well as any  interest,  additions  or  penalties
relating  thereto and any interest in respect of such  additions  or  penalties.
Selling  Parties have  provided TFS true and correct  copies of all tax returns,
information,  statements,  reports,  work  papers and other tax data  reasonably
requested by TFS. No consent or agreement has been made under Section 341 of the
Internal  Revenue  Code by or on behalf of Selling  Parties  or any  predecessor
thereof.


                                      -11-
<PAGE>

                  (b)  There are no liens for  taxes  upon the  Acquired  Assets
except for taxes that are not yet payable. Selling Parties have not entered into
any  agreements,  waivers or other  arrangements  in respect of the  statutes of
limitations  in  respect  of their  respectable  taxes or tax  returns.  Selling
Parties  has  withheld  all taxes  required  to be withheld in respect of wages,
salaries and other payments to all employees,  officers and directors and timely
paid all such amounts withheld to the proper taxing authority.

            2.1.8.  Absence of Certain  Changes and Events.  Since  December 31,
2004, there has not been:

                  (a) Any  transaction  involving more than $50,000 entered into
by Selling Parties other than in the ordinary course of business; any change (or
any  development or combination of  developments  of which Selling  Parties have
knowledge  which is  reasonably  likely to result in such a change)  in  Selling
Parties'  Business  Condition,  other  than  changes in the  ordinary  course of
business  which in the  aggregate  have not been  materially  adverse to Selling
Parties' Business Condition;  or, without limiting the foregoing, any loss of or
damage  to any of the  properties  of  Selling  Parties  due to  fire  or  other
casualty,  or any other loss,  whether or not  insured,  amounting  to more than
$50,000 in the aggregate;

                  (b) Any termination,  modification or rescission of, or waiver
by Selling  Parties of rights under,  any existing  contract having or likely to
have a material adverse effect on Selling Parties' Business Condition;

                  (c) Any mortgage, pledge, imposition of any security interest,
claim,  encumbrance  or other  restriction  on any of the  assets,  tangible  or
intangible, of Selling Parties.

            2.1.9.  Leases in Effect.  All real property leases and subleases as
to which Selling Parties are a party and any amendments or modifications thereof
are listed on the Schedule of Exceptions (each a "Lease" and  collectively,  the
"Leases") and are valid, in full force and effect and enforceable, and there are
no existing  defaults,  and Selling Parties have not received or given notice of
default or claimed  default  with  respect to any Lease,  nor is there any event
that  with  notice  or lapse  of  time,  or both,  would  constitute  a  default
thereunder.

            2.1.10. Personal Property.  Selling Parties have good and marketable
title,  free and  clear  of all  title  defects,  security  interests,  pledges,
options, claims, liens, encumbrances,  and restrictions of any nature whatsoever
(including,  without  limitation,  leases,  chattel mortgages,  conditional sale
contracts,  purchase money security interests,  collateral security arrangements
and  other  title  or   interest-retaining   agreements),   to  all   inventory,
receivables,  furniture,  machinery,  equipment  and  other  personal  property,
tangible or otherwise,  reflected on the balance  sheet  included in the Selling
Parties  Financial  Statements,  or used in Selling Parties'  business as of the
date of such Selling Parties Financial Statements even if not reflected thereon,
except for acquisitions and dispositions since December 31, 2004 in the ordinary
course  of  business.  All such  Equipment  and  property  is in good  operating
condition and repair,  reasonable wear and tear excepted,  is sufficient for the
conduct of the Selling Parties' business as currently  conducted and as proposed
to be  conducted  up to the Closing and is available  for  immediate  use in the
business of the Selling Parties.


                                      -12-
<PAGE>

            2.1.11.  Certain  Transactions.  None of Selling Parties'  officers,
directors  or  members  has any  interest  in any  property,  real or  personal,
tangible or intangible,  including inventions,  copyrights,  trademarks or trade
names,  used  in or  pertaining  to the  business  of  Selling  Parties,  or any
supplier, distributor or customer of Selling Parties, except for the rights of a
shareholder or member under the Charter Documents or under applicable state law,
and except for rights under existing employee benefit plans.

            2.1.12.  Litigation  and  Other  Proceedings.  None  of the  Selling
Parties or any of their respective officers,  directors or members is a party to
any pending or, to the best  knowledge of Selling  Parties,  threatened  action,
suit, labor dispute (including any union representation proceeding), proceeding,
investigation or discrimination  claim in or by any court or governmental board,
commission, agency, department or officer, or any arbitrator, or, in the case of
an  individual,  arising  out of  acts  in his or her  capacity  as an  officer,
director  or member of Selling  Parties  nor, to the best  knowledge  of Selling
Parties,  is there any  basis  for any such  actions.  Selling  Parties  are not
subject to any order, writ, judgment, decree or injunction.

            2.1.13.  No  Defaults.  Selling  Parties are not,  nor have  Selling
Parties  received notice that they would be with the passage of time, in default
or violation of any term,  condition or provision of: (i) the Charter  Documents
of Selling Parties or any comparable  governing  instrument of Selling  Parties;
(ii) any judgment,  decree or order applicable to Selling Parties;  or (iii) any
loan or credit agreement, note, bond, mortgage, indenture,  contract, agreement,
lease, license or other instrument to which Selling Parties is now a party or by
which  Selling  Parties or any of their  respective  properties or assets may be
bound,  except  for  defaults  and  violations  which,  individually  or in  the
aggregate, would not have a material adverse effect on the Business Condition of
Selling Parties.

            2.1.14.  Major  Contracts.  Selling  Parties  are not  parties to or
subject to:

                  (a) Any union contract;

                  (b) Any plan or  contract  or  arrangement,  written  or oral,
providing for bonuses,  pensions,  deferred  compensation,  retirement payments,
profit-sharing or the like;

                  (c) Any joint  venture  contract or  arrangement  or any other
agreement which has involved or is expected to involve a sharing of profits;

                  (d) Any  lease  for real or  personal  property  in which  the
amount of payments which Selling Parties are required to make on an annual basis
exceeds $50,000;

                  (e)  Any  material  agreement,   license,  franchise,  permit,
indenture or  authorization  which has not been  terminated  or performed in its
entirety  and not renewed  which may be, by its terms,  terminated,  impaired or
adversely affected by reason of the execution of this Agreement, the Closing, or
the consummation of the transactions contemplated hereby or thereby;


                                      -13-
<PAGE>

                  (f) Any  contract  containing  covenants  purporting  to limit
Selling  Parties'  freedom to compete in any line of business in any  geographic
area, other than contracts with TFS; or

                  (g) Any material agreement not otherwise disclosed pursuant to
this Section 2.1.14.

      Schedule  2.1.14 lists all  contracts,  arrangements,  plans,  agreements,
leases, licenses, franchises, permits, indentures,  authorizations,  instruments
and other  commitments of the Selling  Parties that are material to the business
or operations of the Selling Parties (collectively,  the "Material Agreements").
The Material  Agreements  are valid and in full force and effect and the Selling
Parties have not, nor, to the best knowledge of Selling  Parties,  has any other
party thereto,  breached any material  provisions of, or entered into default in
any  material  respect  under  the  terms  thereof.   All  outstanding  debt  or
obligations  with respect to long-term  liabilities of the Selling  Parties,  or
current  portion  thereof,  may be  prepaid at any time and from time to time in
whole or in part without premium or penalty.


                                      -14-
<PAGE>

            2.1.15. Banking and Insurance Facilities. Schedule 2.1.15 contains a
complete  and correct  list of (i) all  contracts  of  insurance or indemnity of
Selling  Parties  in  force  at the date of this  Agreement  (including  name of
insurer or indemnitor,  agent, annual premium, coverage, deductible amounts, and
expiration date), and (ii) the names and locations of all banks in which Selling
Parties  have  accounts or safe  deposit  boxes,  the  designation  of each such
account and safe deposit box, and the names of all persons authorized to draw on
or have access to each such account and safe deposit box.

            2.1.16.  Employment  Agreements.  Selling  Parties  do not  have any
written contracts of employment or other employment agreements with any of their
employees that are not terminable at will by Selling  Parties.  Selling  Parties
are  not a  party  to any  pending,  or to the  knowledge  of  Selling  Parties,
threatened,  labor  dispute.  Selling  Parties  have  complied  in all  material
respects with all applicable federal,  state and local laws,  ordinances,  rules
and regulations and requirements relating to the employment of labor, including,
but not limited to, the provisions thereof relating to wages, hours,  collective
bargaining, payment of Social Security,  unemployment and withholding taxes, and
ensuring  equality of opportunity  for employment and  advancement of minorities
and women.  There are no material claims or  investigations  pending,  or to the
knowledge  of  Selling  Parties,  threatened  to be  brought,  in any  court  or
administrative  agency by any former or current  Selling  Parties  employees for
compensation, pending severance benefits, vacation time, vacation pay or pension
benefits,  or any other claim pending from any current or former employee or any
other person arising out of Selling Parties' status as employer,  whether in the
form  of  claims  for  employment  discrimination,   harassment,   unfair  labor
practices,  grievances, wrongful discharge or otherwise. There are no charges or
other actions  involving the Selling  Parties  pending before the National Labor
Relations Board.

            2.1.17.  Employee Benefit Plans. None of the Selling Parties have an
Employee Pension Benefit Plan as defined in Section 3 of the Employee Retirement
Income Security Act of 1974, as amended.

            2.1.18.  Certain  Agreements.  Neither the execution and delivery of
this Agreement,  nor the  consummation of the transactions  contemplated  hereby
will:  (i)  result  in  any  payment  by  Selling  Parties  (including,  without
limitation,  severance,  unemployment compensation,  parachute payment, bonus or
otherwise) becoming due to any director,  employee or independent  contractor of
Selling Parties under any plan, agreement or otherwise; (ii) materially increase
any benefits  otherwise payable under any plan or agreement;  or (iii) result in
the acceleration of the time of payment or vesting of any such benefits.

            2.1.19.  Guarantees and Suretyships.  Selling Parties have no powers
of attorney  outstanding  (other  than those  issued in the  ordinary  course of
business with respect to tax matters).  Selling  Parties have no  obligations or
liabilities (absolute or contingent) as guarantor,  surety, cosigner,  endorser,
co-maker,  indemnitor or otherwise  respecting the obligations or liabilities of
any person, corporation,  partnership, joint venture, association,  organization
or other entity.

            2.1.20.  Brokers  and  Finders.  None of the  Selling  Parties  have
retained  any  broker,  finder  or  investment  banker in  connection  with this
Agreement or any of the transactions contemplated by this Agreement, nor does or
will  Selling  Parties  owe any fee or other  amount  to any  broker,  finder or
investment  banker  in  connection  with  this  Agreement  or  the  transactions
contemplated by this Agreement.


                                      -15-
<PAGE>

            2.1.21.  Certain Payments.  None of the Selling Parties,  and to the
knowledge of Selling Parties, no shareholder or person or other entity acting on
behalf of Selling Parties,  has, directly or indirectly:  (i) made an unreported
political contribution; (ii) made or received any payment which was not legal to
make or  receive;  (iii)  engaged in any  transaction  or made or  received  any
payment which was not properly  recorded on the books of Selling  Parties;  (iv)
created or used any  "off-book"  bank or cash  account or "slush  fund";  or (v)
engaged in any conduct constituting a violation of the Foreign Corrupt Practices
Act of 1977.

            2.1.22.  Vendors  and  Customers.  To the  knowledge  of the Selling
Parties,  none of the Selling Parties' vendors or customers  accounting for more
than 5% of the combined revenue of Selling Parties has terminated, or intends to
reduce  materially  or  terminate  the  amount of its  business  with or for the
Selling  Parties in the  future.  The  Selling  Parties  have  maintained  their
customer lists and related  information on a confidential and proprietary  basis
and have not granted to any third party any right to use such customer lists for
any purpose.

            2.1.23. Environmental Matters. To the knowledge of Selling Parties:

                  (a)  There has not been a  discharge  or  release  on any real
property  owned or  leased by  Selling  Parties  (the  "Real  Property")  of any
Hazardous  Material (as defined  below) in  violation  of any federal,  state or
local statute,  regulation,  rule or order applicable to health,  safety and the
environment,  including, without limitation,  contamination of soil, groundwater
or the environment, generation, handling, storage, transportation or disposal of
Hazardous Materials or exposure to Hazardous Materials;

                  (b) No Hazardous  Material has been used by Selling Parties in
the operation of Selling Parties' business;

                  (c) Selling  Parties have not received  from any  Governmental
Entity or third  party any  request  for  information,  notice of claim,  demand
letter or other notification,  notice or information that Selling Parties are or
may be potentially  subject to or responsible for any  investigation or clean-up
or other remediation of Hazardous Material present on any Real Property;

                  (d) There have been no environmental investigations,  studies,
audits, tests, reviews or other analyses,  the purpose of which was to discover,
identify or otherwise characterize the condition of the soil, groundwater,  air,
or presence of asbestos at any of the Real Property sites;

                  (e)  There  is  no  asbestos  present  in  any  Real  Property
presently owned or operated by Selling Parties, and no asbestos has been removed
from any Real Property while such Real Property was owned or operated by Selling
Parties; and


                                      -16-
<PAGE>

                  (f) There are no underground storage tanks on, in or under any
of the Real  Property  and no  underground  storage  tanks  have been  closed or
removed  from any Real  Property  which  are or have  been in the  ownership  of
Selling Parties.

            For  purposes  of this  Agreement,  "Hazardous  Material"  means any
substance  (i) that is a "hazardous  waste" or "hazardous  substance"  under any
federal, state or local statute,  regulation, rule or order, (ii) that is toxic,
explosive, corrosive, flammable, infectious, radioactive, or otherwise hazardous
and is regulated by any Governmental  Entity, (iii) the presence of which on any
of the Real Property  causes or threatens to cause a nuisance on any of the Real
Property or to adjacent properties or poses or threatens to pose a hazard to the
health or safety of  persons on or about any of the Real  Property,  or (iv) the
presence of which on adjacent  properties could constitute a trespass by Selling
Parties or the then current owner(s) of any of the Real Property.

            2.1.24.  Undisclosed  Liabilities.   The  Selling  Parties  have  no
liabilities  except for the  liabilities  reflected  or reserved  against in the
Selling Parties  Financial  Statements and current  liabilities  incurred in the
ordinary course of business.

            2.1.25.  Title to Acquired Assets.  Each of the Selling Parties owns
good and marketable  title to all of its respective  Acquired  Assets,  free and
clear of any claims,  interests,  conditions,  liens, options, pledges, security
interests, mortgages, rights of way, easements,  encroachments,  rights of first
refusal and other  encumbrances  ("Encumbrances").  Command and Harborview  each
warrant  to TFS that at the First  Closing,  all of each such  party's  Acquired
Assets  shall be free from all  Encumbrances.  Each of the  Operations  Entities
warrants  to TFS that at the First  Closing and the Second  Closing,  all of the
Acquired  Assets  of each of the  Operations  Entities  shall  be free  from all
Encumbrances.

            2.1.26.  Accredited Investor Status; Access to Information.  Each of
Harborview  and  Command  qualify as an  "accredited  investor"  as that term is
defined under Rule 501(a) of Regulation D promulgated  under the  Securities Act
of 1933, as amended (the "Securities Act") and shall complete and deliver to TFS
all such  documentation  reasonably  required  by TFS in order to enable  TFS to
verify such party's status as an accredited  investor under the Securities  Act.
Each of the Operations  Entities will, at the time of the Second Closing,  be an
"accredited  investor"  or will provide  such  certification  as required by TFS
prior to the Second  Closing as to each person's  sophistication  and ability to
bear the  risks  of  ownership  of the  Shares.  At the time of each  respective
Closing,  each of the Selling Parties acknowledges that it has been given access
to full and  complete  information  regarding  TFS to its  satisfaction  for the
purpose of obtaining  information  regarding TFS and has been given a reasonable
opportunity  to review such documents that it has requested and to ask questions
of, and to receive answers from, representatives of TFS concerning the terms and
conditions of the Shares and the transactions contemplated by this Agreement and
to obtain any additional information concerning TFS' business.

            2.1.27.  Disclosure.  Neither the representations or warranties made
by Selling  Parties in this  Agreement,  nor the final Schedule of Exceptions or
any other certificate executed and delivered by Selling Parties pursuant to this
Agreement,  when taken  together,  contains  any untrue  statement of a material
fact,  or omits to state a material  fact  necessary to make the  statements  or
facts contained  herein or therein not misleading in light of the  circumstances
under which they were furnished.


                                      -17-
<PAGE>

            2.1.28.  Reliance. The foregoing  representations and warranties are
made by Selling Parties with the knowledge and  expectation  that TFS is placing
reliance thereon.

            2.1.29. Tax Free Transaction. Each Selling Party acknowledges and is
fully  aware  that even  though  the  parties  are  attempting  to  qualify  all
transactions  contemplated  by  this  Agreement  as a  tax  free  reorganization
pursuant to Sections  351 and/or 368 of the  Internal  Revenue  Code,  where the
Assumed Liabilities with respect to any particular Selling Party exceeds the tax
basis in that Selling Party's assets at the time of Closing,  that Selling Party
may recognize a gain. Each Selling Party represents that it has consulted with a
qualified  attorney,  tax advisor or accountant or has elected not to do so, and
assumes  the  risk  of all  potential  income  tax  risks  associated  with  the
transactions contemplated by this Agreement.

            2.1.30.  Limited Joinder. The representations and warranties of each
of the  Selling  Parties  shall  be  deemed  made by the  persons,  jointly  and
severally, and solely with respect to the representations and warranties made by
such Selling Party next to such person's name, as identified on Schedule  2.2.1.
Each of such  persons  shall  execute a limited  Joinder  Agreement  in the form
attached  hereto as Exhibit E at the time of the First  Closing,  with regard to
Command and Harborview,  and the Second  Closing,  with regard to the Operations
Entities.

      2.2.  Representations  and  Warranties  of TFS.  Except as  disclosed in a
document referring  specifically to the  representations  and warranties in this
Agreement and which  identifies by section  number the section and subsection to
which such  disclosure  relates and is delivered by TFS to Selling Parties on or
prior to the First Closing and again on or prior to the Second Closing (the "TFS
Disclosure  Schedule"),  and  whether  or not the  TFS  Disclosure  Schedule  is
referred to in a specific section or subsection,  TFS represents and warrants to
Selling Parties as follows:

            2.2.1.  Organization,  Standing and Power. TFS is a corporation duly
organized,  validly existing under the laws of the State of Washington,  has all
requisite  power and authority to own,  lease and operate its  properties and to
carry on its  businesses as now being  conducted,  and is duly  qualified and in
good  standing  to do  business  in each  jurisdiction  in which a failure to so
qualify would have a material adverse effect on the Business Condition of TFS.

            2.2.2.  Capital  Structure.  The  authorized  capital  stock  of TFS
(immediately  prior to Closing)  having voting rights under  applicable law, the
Charter  Documents or agreement with the Company will consist of (i) 100,000,000
Shares of Common Stock,  $0.001 par value per share ("Common Shares"),  of which
3,511,400  Shares are  issued  and  outstanding,  and (ii)  5,000,000  shares of
Preferred  Stock,  $0.001  par value  per  share,  of which no shares  have been
issued.  All  of  the  outstanding  equity  securities  of TFS  have  been  duly
authorized and validly issued and are fully paid and nonassessable. There are no
contracts,  commitments  or  understandings  related  to the  issuance,  sale or
transfer  of any  equity  securities  or  other  securities  of TFS.  All of the
outstanding  equity  securities of TFS have been issued in  compliance  with the
federal and state  securities laws and are owned free and clear of all liens and
encumbrances by the holders thereof.


                                      -18-
<PAGE>

            2.2.3. Authority.  The execution,  delivery, and performance of this
Agreement by TFS have been duly authorized by all necessary  corporate action of
TFS. No other act or  proceeding on the part of TFS is necessary to approve this
Agreement  or the  transactions  contemplated  herein.  TFS has duly and validly
executed and delivered this Agreement,  and this Agreement  constitutes a valid,
binding and enforceable obligation of TFS in accordance with its terms.

            2.2.4.   Financial   Statements.   TFS  shall  deliver  to  Command,
Harborview and the Operations  Entities audited balance sheets and statements of
income and cash flow for its most recently  completed  fiscal year and unaudited
balance  sheets and  statements of income and cash flow as of September 30, 2005
(such balance  sheets and  statements  of income and cash flow are  collectively
referred to as the "TFS Financial  Statements").  The TFS Financial  Statements:
(i) shall be in accordance with the books and records of TFS; (ii) shall present
fairly, in all material  respects,  the financial position of TFS as of the date
indicated and the results of its operations  for each of the periods  indicated;
and (iii) shall be prepared in accordance  with  generally  accepted  accounting
principles  consistently  applied.  There shall be no material off-balance sheet
assets,  liabilities,  claims or  obligations  of any nature,  whether  accrued,
absolute,  contingent,  anticipated, or otherwise, whether due or to become due,
that are not shown or provided  for either in the TFS  Financial  Statements  or
the. The TFS Financial  Statements:  (x) are the most recent regularly  prepared
balance  sheet  of TFS and  (y)  have  been  prepared  in  accordance  with  the
accounting  principles  normally used by TFS. The "TFS Pro Forma Closing Balance
Sheet"  attached as Schedule 2.2.4 sets forth,  based on reasonable  assumptions
relating to the  operation of the business  conducted by TFS, the  projected TFS
Pro Forma  Closing  Balance  Sheet as of the  estimated  Closing.  A "TFS  Final
Closing  Balance  Sheet"  will be  prepared by TFS  following  Closing,  and any
updates or revisions of such statement will be prepared,  on a basis  consistent
with the TFS Financial Statements and Schedule 2.2.4.

            2.2.5.  Compliance  with Laws and  Other  Instruments.  Neither  the
execution and delivery of this  Agreement by TFS nor the  performance  by TFS of
its  obligations  under this Agreement will violate any provision of law or will
conflict  with,  result in the  breach of any of the  terms and  conditions  of,
constitute  a default  under,  permit any party to  accelerate  any right under,
renegotiate  or terminate,  require  consent,  approval,  or waiver by any party
under, or result in the creation of any lien, charge, or encumbrance upon any of
the  properties,  assets,  or shares of  capital  stock of TFS  pursuant  to any
charter  document  of TFS  or any  agreement,  indenture,  mortgage,  franchise,
license,  permit, lease, or other instrument of any kind to which TFS is a party
or by which  TFS or any of its  assets  are bound or  affected.  No  Consent  is
required by or with respect to TFS in connection with the execution and delivery
of  this  Agreement  by  TFS  or the  consummation  by  TFS of the  transactions
contemplated  hereby  or  thereby,  except  for such  consents,  authorizations,
filings,  approvals  and  registrations  which if not obtained or made would not
have a material adverse effect on TFS' Business Condition.

            2.2.6. Brokers and Finders. TFS has not retained any broker,  finder
or  investment   banker  in  connection  with  this  Agreement  or  any  of  the
transactions contemplated by this Agreement, nor does or will TFS owe any fee or
other amount to any broker,  finder or investment banker in connection with this
Agreement or the transactions contemplated by this Agreement.


                                      -19-
<PAGE>

            2.2.7.  Undisclosed  Liabilities.  TFS has no liabilities except for
the liabilities  reflected or reserved  against in the TFS Financial  Statements
and current liabilities incurred in the ordinary course of business.

            2.2.8.  Litigation  and  Other  Proceedings.  Neither  TFS  nor  its
officers or directors is a party to any pending or, to the best knowledge of TFS
and  its  officers  and  directors,   threatened  action,  suit,  labor  dispute
(including any union representation  proceeding),  proceeding,  investigation or
discrimination  claim in or by any  court  or  governmental  board,  commission,
agency,  department  or  officer,  or any  arbitrator,  or,  in the  case  of an
individual, arising out of acts in his or her capacity as an officer or director
of TFS nor, to the best  knowledge  of TFS and its officers  and  directors,  is
there any basis for any such  actions.  TFS is not  subject to any order,  writ,
judgment, decree or injunction.

            2.2.9. Disclosure. Neither the representations or warranties made by
TFS in this  Agreement,  nor the  final  TFS  Disclosure  Schedule  or any other
certificate executed and delivered by TFS pursuant to this Agreement, when taken
together,  contains any untrue statement of a material fact, or omits to state a
material  fact  necessary to make the  statements or facts  contained  herein or
therein  not  misleading  in light of the  circumstances  under  which they were
furnished.

            2.2.10.  Reliance. The foregoing  representations and warranties are
made by TFS with the knowledge and expectation  that Selling Parties are placing
reliance thereon.

                                   ARTICLE 3.
           COVENANTS OF COMMAND, HARBORVIEW AND THE OPERATING ENTITIES

      During the period  from the date of this  Agreement  (except as  otherwise
indicated) and continuing until the Closing (or later where so indicated),  each
of Selling Parties,  agree (except as expressly  contemplated by this Agreement,
as specifically  permitted by the Schedule of Exceptions or otherwise  permitted
by TFS' prior written consent):

      3.1. Conduct of Business.

            3.1.1.  Ordinary  Course.  Selling  Parties  shall  carry  on  their
business in the usual,  regular and ordinary  course in  substantially  the same
manner as heretofore conducted and, to the extent consistent with such business,
use all  reasonable  efforts  consistent  with past  practice  and  policies  to
preserve intact their respective present business organizations,  keep available
the services of their present officers,  consultants, and employees and preserve
their  relationships with customers,  suppliers,  distributors and others having
business  dealings with them.  Selling  Parties shall promptly notify TFS of any
event or occurrence or emergency which is not in the ordinary course of business
of Selling  Parties  and which is  material  and  adverse  to  Selling  Parties'
Business Condition.  The foregoing  notwithstanding,  Selling Parties shall not,
except as approved in writing by TFS:

                  (a)  enter  into  any  material   commitment  or  transaction,
including, but not limited to, any purchase of assets (other than raw materials,
supplies  or cash  equivalents)  for a purchase  price in excess of $50,000 or a
series of related transactions of more than $50,000 in the aggregate;


                                      -20-
<PAGE>

                  (b) grant any  bonus,  severance,  or  termination  pay to any
officer, director, independent contractor or employee of Selling Parties;

                  (c) enter into or amend any  agreements  pursuant to which any
other party is granted support, service,  marketing,  publishing or distribution
rights of any type or scope with respect to any hardware or software products of
Selling Parties, other than in the ordinary course.

                  (d)  enter  into or  terminate  any  contracts,  arrangements,
plans,  agreements,   leases,   licenses,   franchises,   permits,   indentures,
authorizations,  instruments or  commitments,  or amend or otherwise  change the
terms thereof other than in ordinary course;

                  (e)  commence  a  lawsuit  other  than:  (i) for  the  routine
collection  of bills,  (ii) in such cases  where  Selling  Parties in good faith
determine that failure to commence suit would result in a material impairment of
a valuable  aspect of Selling  Parties'  businesses,  provided  Selling  Parties
consult  with TFS  prior to  filing  such  suit;  or (iii)  for a breach of this
Agreement;

                  (f) materially  modify  existing  discounts or other terms and
conditions  with the  Selling  Parties'  customers  other  than in the  ordinary
course; or

                  (g) except as otherwise  contemplated  herein,  accelerate the
vesting or otherwise  modify any Selling  Parties  option,  restricted  stock or
other outstanding rights or other securities.

            3.1.2.  Governing  Documents.  Selling Parties shall not amend their
Charter Documents.

            3.1.3. No  Acquisitions.  Selling Parties shall not acquire or agree
to acquire by merging or  consolidating  with,  or by  purchasing a  substantial
portion  of  the  assets  of,  or by  any  other  manner,  any  business  or any
corporation, partnership, association or other business organization or division
thereof or otherwise acquire or agree to make any such acquisition.

            3.1.4.  No  Dispositions.  Selling  Parties  shall not sell,  lease,
license,  transfer,  mortgage,  encumber  or  otherwise  dispose of any of their
assets or cancel,  release,  or assign any indebtedness or claim,  except in the
ordinary course of business consistent with prior practice.

            3.1.5.   Indebtedness.   Selling   Parties   shall   not  incur  any
indebtedness  for borrowed money by way of direct loan, sale of debt securities,
purchase money obligation, conditional sale, guarantee, or otherwise, except for
receivables funding in the ordinary course.

            3.1.6.  Compensation.  Selling  Parties shall not adopt or amend any
plan or pay any pension or  retirement  allowance  not  required by any existing
employment  benefit  plan.  Selling  Parties  shall not enter into or modify any
employment  contracts,  increase the salaries,  wage rates or fringe benefits of
its officers, directors or employees or pay bonuses or other remuneration except
for  current  salaries  and other  remuneration  for which  Selling  Parties are
obligated  pursuant to a written  agreement a copy of which has been provided to
TFS.


                                      -21-
<PAGE>

            3.1.7. Claims. Selling Parties shall not settle any claim, action or
proceeding,  except in the  ordinary  course of  business  consistent  with past
practice.

      3.2.  Access to Properties and Records.  Throughout the period between the
date of this Agreement and the relevant Closing,  Selling Parties shall give TFS
and its  representatives  full access,  during reasonable  business hours but in
such a manner as not unduly to disrupt the business of Selling Parties, to their
premises, properties,  contracts,  commitments,  books, records and affairs, and
shall provide TFS with such  financial,  technical and operating  data and other
information  pertaining to their businesses as TFS may reasonably request.  With
Selling  Parties'  prior  written  consent,  which  shall  not  be  unreasonably
withheld,  TFS shall be entitled to make appropriate  inquiries of third parties
in the course of its investigation.

      3.3.  Breach  of  Representations  and  Warranties.  Without  the  written
approval of TFS,  Selling  Parties  will not take any action that would cause or
constitute a breach of any of the  representations  and  warranties set forth in
Section 2.1 or that would cause any of such representations and warranties to be
inaccurate in any material respect. In the event of, and promptly after becoming
aware of, the occurrence of or the pending or threatened occurrence of any event
that would cause or constitute such a breach or inaccuracy, Selling Parties will
give detailed  notice  thereof to TFS and will use their best efforts to prevent
or promptly remedy such breach or inaccuracy.

      3.4. Consents.  Selling Parties will promptly apply for or otherwise seek,
and use their best efforts to obtain,  all consents and approvals,  and make all
filings   required  with  respect  to  the   consummation  of  the  transactions
contemplated by this Agreement.

      3.5. Tax Returns.  Selling  Parties shall  promptly make  available to TFS
with copies of all tax returns,  reports and  information  statements  that have
been filed or are filed prior to the Closing. All such returns shall be prepared
consistent with past practice and shall be subject to the approval of TFS, which
shall not be unreasonably withheld. Each of the Selling Parties shall (i) notify
TFS promptly if it receives notice of any tax audit,  the assessment of any tax,
the assertion of any tax lien, or any request, notice or demand for taxes by any
taxing  authority,  (ii)  provide  TFS a  description  of  any  such  matter  in
reasonable detail  (including a copy of any written materials  received from the
taxing authority),  and (iii) take no action with respect to such matter without
the consent of TFS.  Neither  Command,  Harborview nor the  Operations  Entities
shall (i) make or revoke any tax election which may affect the Selling  Parties,
(ii) execute any waiver of restrictions on assessment of any tax, or (iii) enter
into any agreement or settlement with respect to any tax without the approval of
TFS, which shall not be unreasonably withheld.

      3.6. Exclusivity; Acquisition Proposals. None of the Selling Parties shall
(and  each  shall use its best  efforts  to  ensure  that none of its  officers,
directors,  agents,  representatives  or affiliates) take or cause or permit any
person to take,  directly or indirectly,  any of the following  actions with any
party other than TFS and its  designees:  (i)  solicit,  encourage,  initiate or
participate in any  negotiations,  inquiries or discussions  with respect to any
offer or proposal to acquire all or any significant part of its business, assets
or capital shares whether by merger, consolidation,  other business combination,
purchase  of  assets,  tender  or  exchange  offer  or  otherwise  (each  of the
foregoing, an "Acquisition  Transaction");  (ii) disclose, in connection with an
Acquisition Transaction, any information not customarily disclosed to any person
other than TFS or its  representatives  concerning  Selling Parties' business or
properties   or  afford  to  any  person  or  entity   other  than  TFS  or  its
representatives  access  to its  properties,  books or  records,  except  in the
ordinary  course of business and as required by law or pursuant to a request for
information by a Governmental  Entity; (iii) enter into or execute any agreement
relating to an  Acquisition  Transaction;  or (iv) make or authorize  any public
statement,   recommendation  or  solicitation  in  support  of  any  Acquisition
Transaction or any offer or proposal relating to an Acquisition Transaction.  In
the event that Selling  Parties is contacted  by any third party  expressing  an
interest in discussing an Acquisition Transaction, Selling Parties will promptly
notify TFS of such contact.


                                      -22-
<PAGE>

      3.7.  Notice of Events.  Throughout  the period  between  the date of this
Agreement and the Closing,  Selling Parties shall promptly advise TFS of any and
all  material  events and  developments  concerning  their  financial  position,
results of operations,  assets,  liabilities, or business or any of the items or
matters  concerning Selling Parties covered by the  representations,  warranties
and covenants of Selling Parties contained in this Agreement.

      3.8. Best Efforts.  Selling Parties will use their reasonable best efforts
to effectuate the transactions  contemplated  hereby and to fulfill and cause to
be fulfilled the conditions to Closing under this Agreement.

      3.9.  Operations  Entities' Duty to Close. At the Second Closing,  each of
the Operations Entities shall deliver to TFS (i) written certificates  providing
that all  representations  and  warranties  set forth in Article II are true and
correct as of the Second Closing, and (ii) a Schedule of Exceptions. Each of the
Operations  Entities agrees and acknowledges  that at the Second Closing so long
as it has  affirmatively  elected to proceed to close in accordance with Section
6.4, it is legally bound to consummate  the  transactions  contemplated  by this
Agreement.  In the event that TFS agrees to waive certain closing  conditions or
closing  deliveries in order to effectuate the Second Closing with regard to any
Operations  Entity,  such  action will not be deemed to  constitute  a waiver on
behalf of TFS of any and all potential claims, at law or in equity, that TFS may
have against such Operations Entity.

                                   ARTICLE 4.
                                COVENANTS OF TFS

      During the period from the date of this Agreement and continuing until the
Closing  (or  later  where  so  indicated),  TFS  agrees  (except  as  expressly
contemplated by this Agreement or with Selling  Parties' prior written  consent)
that it will take or cause the following actions to be taken:

      4.1.  Breach  of  Representations  and  Warranties.  TFS will not take any
action which would cause or  constitute  a breach of any of the  representations
and  warranties  set  forth in  Section  2.2 or which  would  cause  any of such
representations  and warranties to be inaccurate in any material respect. In the
event of, and promptly after becoming aware of, the occurrence of or the pending
or threatened  occurrence  of any event which would cause or  constitute  such a
breach or inaccuracy,  TFS will give detailed  notice thereof to Selling Parties
and will use its best  efforts to  prevent or  promptly  remedy  such  breach or
inaccuracy.


                                      -23-
<PAGE>

      4.2. Dividends,  Issuance of or Changes in Securities.  TFS shall not: (i)
declare or pay any dividends on or make other  distributions to its shareholders
(whether in cash, shares or property);  (ii) issue,  deliver, sell or authorize,
propose or agree to, or commit to the issuance,  delivery, or sale of any shares
of its capital stock of any class, any voting debt or any securities convertible
into its  capital  stock,  any  options,  warrants,  calls,  conversion  rights,
commitments, agreements, contracts, understandings,  restrictions,  arrangements
or rights of any character  obligating TFS to issue any such shares,  TFS voting
debt or other convertible securities;  (iii) split, combine or reclassify any of
its capital stock or issue or authorize the issuance of any other  securities in
respect of, in lieu of or in  substitution  for shares of capital  stock of TFS;
(iv) repurchase or otherwise acquire, directly or indirectly,  any shares of its
capital stock; or (v) propose any of the foregoing.

      4.3.  Governing  Documents.  TFS shall not  amend its  Charter  Documents,
except as otherwise expressly provided in this Agreement.

      4.4. No Acquisitions. TFS shall not acquire or agree to acquire by merging
or consolidating  with, or by purchasing a substantial portion of the assets of,
or  by  any  other  manner,  any  business  or  any  corporation,   partnership,
association  or other  business  organization  or division  thereof or otherwise
acquire or agree to make any such acquisition.

      4.5.  Access to Properties and Records.  Throughout the period between the
date of this Agreement and the Closing, TFS shall give Selling Parties and their
representatives  full access,  during  reasonable  business  hours but in such a
manner  as not  unduly  to  disrupt  the  business  of  TFS,  to  its  premises,
properties,  contracts,  commitments,  books,  records,  and affairs,  and shall
provide Selling  Parties with such  financial,  technical and operating data and
other  information  pertaining to its business as Selling  Parties' may request.
With TFS  prior  written  consent,  which  shall not be  unreasonably  withheld,
Selling  Parties'  shall be  entitled  to make  appropriate  inquiries  of third
parties in the course of its investigation.

      4.6. Consents.  TFS will promptly apply for or otherwise seek, and use its
best efforts to obtain,  all consents and approvals,  and make filings  required
with  respect  to the  consummation  of the  transactions  contemplated  by this
Agreement.

      4.7.  Notice of Events.  Throughout  the period  between  the date of this
Agreement and the Closing,  TFS shall promptly advise Selling Parties of any and
all material events and developments concerning its financial position,  results
of operations,  assets,  liabilities, or business or any of the items or matters
concerning TFS covered by the  representations,  warranties and covenants of TFS
contained in this Agreement.

      4.8. Best Efforts.  TFS will use its reasonable best efforts to effectuate
the  transactions  contemplated  hereby and to fulfill and cause to be fulfilled
the conditions to Closing under this Agreement.


                                      -24-
<PAGE>

                                   ARTICLE 5.
          AGREEMENTS OF COMMAND, HARBORVIEW AND THE OPERATING ENTITIES

      In addition to the foregoing,  TFS and Selling  Parties each agree to take
the following actions before or after the execution of this Agreement.

      5.1.  Legal  Conditions.  Each of TFS and  Selling  Parties  will take all
reasonable  actions  necessary to comply  promptly  with all legal  requirements
which may be  imposed  on it with  respect  to this  Agreement.  Each of TFS and
Selling  Parties  will take all  reasonable  actions to obtain (and to cooperate
with the other parties in obtaining) any consent required to be obtained or made
by Selling Parties or TFS in connection  with this  Agreement,  or the taking of
any action contemplated thereby or by this Agreement.

      5.2.  Expenses.  Whether  or  not  the  transactions  contemplated  by the
Agreement are  consummated,  all costs and expenses  incurred in connection with
this  Agreement and the  transactions  contemplated  hereby and thereby shall be
paid by the party incurring such expense.

      5.3.  Additional  Agreements.  In case at any time after the  Closing  any
further action is reasonably necessary or desirable to carry out the purposes of
this Agreement or to vest TFS with full title to all properties, assets, rights,
approvals,  immunities and franchises of Selling  Parties,  the proper officers,
directors  and members of each entity which is a party to this  Agreement  shall
take all such necessary action.

      5.4.  Public   Announcements.   Neither  TFS  nor  Selling  Parties  shall
disseminate any press release or other announcement concerning this Agreement or
the  transactions  contemplated  herein  to  any  third  party  (except  to  the
directors,  officers, members, shareholders and employees of the parties to this
Agreement  whose direct  involvement  is necessary for the  consummation  of the
transactions contemplated under this Agreement, to the attorneys and accountants
of the parties hereto,  or except as TFS determines in good faith to be required
by the federal  securities laws after consultation with Selling Parties) without
the prior  written  consent of each of the other parties  hereto,  which consent
shall not be unreasonably withheld.

                                   ARTICLE 6.
                              CONDITIONS PRECEDENT

      6.1.  Conditions  to Each Party's  Obligation  to Effect the Closing.  The
respective  obligation of each party to effect the Closings  shall be subject to
the satisfaction prior to the First Closing of the following conditions:

            6.1.1. Governmental Approvals. All consents legally required for the
consummation of the transactions  contemplated by this Agreement shall have been
filed,  occurred,  or been  obtained,  other than such  consents,  for which the
failure to obtain would have no material  adverse effect on the  consummation of
the  transactions  contemplated  hereby or on the  business  condition of TFS or
Selling Parties.

            6.1.2. No Restraints. No statute, rule, regulation, executive order,
decree or injunction shall have been enacted,  entered,  promulgated or enforced
by any United  States court or  Governmental  Entity of  competent  jurisdiction
which enjoins or prohibits the consummation of the transactions  contemplated by
this Agreement.


                                      -25-
<PAGE>

      6.2.  Conditions of Obligations  of TFS. The  obligations of TFS to effect
the transactions  contemplated by this Agreement are subject to the satisfaction
of the following conditions prior to the First Closing unless waived by TFS:

            6.2.1.  Due  Diligence  Review.  TFS shall  have  completed  its due
diligence  review of Command and Harborview with regard to the First Closing and
of each of the Operations  Entities with regard to the Second Closing,  and TFS,
in its sole and unrestricted discretion, shall be satisfied on the basis of such
review that it should proceed with the  transactions  contemplated  by the First
Closing and the Second  Closing,  as the case may be. Such review  shall have no
effect  whatsoever  on the  liability  of  Selling  Parties  to TFS  under  this
Agreement  or  otherwise  for  breach  of  any  representations,  warranties  or
covenants of Selling Parties hereunder.

            6.2.2.  Representations  and  Warranties  of  Selling  Parties.  The
representations  and  warranties of Selling  Parties set forth in this Agreement
shall be true and correct in all material  respects  with respect to Command and
Harborview, as of the First Closing, as though made on and as of the date of the
First  Closing,  and with respect to the Operations  Entities,  as of the Second
Closing, as though made on and as of the date of the Second Closing.

            6.2.3.  Opinion of Counsel.  TFS is in receipt of an opinion of TFS'
legal  counsel to the effect that the issuance of Shares as described in Section
1.5 may be completed  pursuant to an available  exemption from the  registration
requirements  of the United States  Securities Act of 1933, as amended,  and the
applicable regulations of the various states affected by this transaction.

            6.2.4.  Performance  of  Obligations  of  Selling  Parties.  Selling
Parties  shall have  performed  in all  material  respects  all  agreements  and
covenants  required to be  performed by them under this  Agreement  prior to the
First Closing.

            6.2.5.  Key Employees.  TFS is satisfied that employment  agreements
with  key  individuals   identified  by  TFS  have  been  or  will  be  executed
(collectively, the "Employment Agreements").

            6.2.6.  Noncompetition  Agreements.  Each  of  the  key  individuals
identified by TFS shall have executed a Noncompetition  Agreement (collectively,
the "Noncompetition Agreements"),  substantially in the form attached as Exhibit
F and not taken any action or  expressed  any intent to terminate or modify such
agreements.

            6.2.7.  Management  Structure.  TFS  has  agreed  to the  management
structure by which TFS will operate following the First Closing.

            6.2.8. Reporting Obligations. TFS is satisfied that TFS will be able
to meet its reporting  requirements  to the Securities  and Exchange  Commission
after the First Closing in a timely manner and will be able to comply with other
applicable  rules and  regulations of the  Securities  and Exchange  Commission,
including  those set forth in the  Sarbanes-Oxley  Act and the revisions to Rule
8-K.


                                      -26-
<PAGE>

            6.2.9. Timing of Second Closing.  TFS is satisfied that acquisitions
of the  Operations  Entities  in the  Second  Closing  can be  consummated  in a
reasonable  fashion and time frame,  taking into  account  applicable  rules and
regulations  of the  Securities  and  Exchange  Commission  and  applicable  tax
regulations.

            6.2.10.  Worker's  Compensation  Coverage.  TFS  is  satisfied  that
workers  compensation  coverage will be available to TFS for the business of the
Operations Entities following the Second Closing.

            6.2.11.  Legal  Action.  There  shall not be overtly  threatened  or
pending  any  action,  proceeding  or  other  application  before  any  court or
Governmental   Entity  brought  by  any  person  or  Governmental   Entity:  (i)
challenging  or  seeking  to  restrain  or  prohibit  the  consummation  of  the
transactions  contemplated by this  Agreement,  or seeking to obtain any damages
caused by such transactions which, if successful,  would have a material adverse
effect on the  viability  of such  transactions;  or (ii) seeking to prohibit or
impose any  limitations  on TFS' ownership or operation of all or any portion of
Selling  Parties'  business  or  assets,  or to compel TFS to dispose of or hold
separate all or any portion of its or Selling  Parties'  business or assets as a
result of the  transactions  contemplated by the Agreement which, if successful,
would have a material  adverse effect on TFS' ability to receive the anticipated
benefits of the  transactions  contemplated by this Agreement and the employment
of the individuals referenced in Section 6.2.5.

            6.2.12.  Approvals. This Agreement shall have been properly approved
by all of the governing bodies of Selling Parties.

            6.2.13.  Consents.  TFS shall have received duly executed  copies of
all third-party consents,  approvals,  assignments,  waivers,  authorizations or
other certificates  contemplated by this Agreement or the Schedule of Exceptions
or  reasonably  deemed  necessary  by TFS'  legal  counsel  to  provide  for the
continuation  in full force and  effect of any and all  material  contracts  and
leases  of  Selling   Parties  and  for  TFS  to  consummate  the   transactions
contemplated hereby in form and substance reasonably satisfactory to TFS, except
for such thereof as TFS and Selling  Parties  shall have agreed in writing shall
not be obtained.

            6.2.14.  Assignments  of  Rights  to  Selling  Parties  Intellectual
Property.  Selling  Parties  shall  have  executed  such  assignments  and other
documentation as may be reasonably  requested by TFS to effectively  transfer or
confirm  the  transfer  of all right,  title and  interest  to  Selling  Parties
intellectual property to TFS.

            6.2.15. Closing Deliveries. The Selling Parties shall have delivered
all  closing  deliveries  contemplated  in Section  7.1 on or prior to the First
Closing and shall have delivered all closing deliveries  contemplated in Section
7.2 on or prior to the Second Closing.

            6.2.16.  No  Casualty.   There  shall  not  have  been  any  damage,
destruction  or loss,  whether  or not  covered  by  insurance,  materially  and
adversely  affecting the proprietary  software,  documentation  or other Selling
Parties  Intellectual  Property where there are no undamaged duplicate copies of
such proprietary  software,  documentation or other Selling Parties Intellectual
Property  in the  possession  of Selling  Parties.  Selling  Parties  shall have
delivered  copies of their source code and other  Selling  Parties  Intellectual
Property as requested by TFS. There shall not have been any damage,  destruction
or loss, whether or not covered by insurance,  of any other asset of the Selling
Parties, the damage,  destruction or loss of which shall have a material adverse
affect on the business of the Selling Parties.


                                      -27-
<PAGE>

      6.3.   Conditions  of  Obligation  of  Selling  Parties.   The  respective
obligations of Selling Parties to effect the  transactions  contemplated by this
Agreement are subject to the  satisfaction of the following  conditions prior to
the First  Closing,  unless  waived by  Command,  Harborview  or the  Operations
Entities, respectively, with regard to its obligations:

            6.3.1.  Due  Diligence  Review.  On or prior to the  First  Closing,
Selling  Parties shall have  completed  their due  diligence  review and Selling
Parties,  in their sole and unrestricted  discretion,  shall be satisfied on the
basis of such review that they should proceed with the transactions contemplated
hereby.  Such review shall have no effect  whatsoever on the liability of TFS to
Selling   Parties   under  this   Agreement  or  otherwise  for  breach  of  any
representations,    warranties   or   covenants   of   TFS   hereunder.   6.3.2.
Representations and Warranties of TFS. The representations and warranties of TFS
set forth in this Agreement  shall be true and correct in all material  respects
as of the  First  Closing  as  though  made on and as of the  date of the  First
Closing and as of the Second Closing as though made on and as of the date of the
Second Closing,  and Selling Parties shall have received a certificate signed on
behalf of TFS by an officer of TFS to such effect.

            6.3.3.  Performance  of Obligations of TFS. TFS shall have performed
in all material  respects all agreements and covenants  required to be performed
by it under this Agreement prior to the First Closing, and Selling Parties shall
have received a certificate signed on behalf of TFS by an officer of TFS to such
effect.

            6.3.4.  Opinion of Counsel.  Selling  Parties shall have received an
opinion  of  legal  counsel  satisfactory  to the  Selling  Parties  in form and
substance acceptable to legal counsel of Command.

            6.3.5. Dividends,  Issuance of or Changes in Securities.  Command is
satisfied  that: (i) TFS has not declared or paid any dividends on or made other
distributions to its shareholders;  (ii) TFS has not issued,  delivered, sold or
authorized, or agreed to, or committed to the issuance, delivery, or sale of any
shares of its  capital  stock of any class,  any voting  debt or any  securities
convertible into its capital stock,  any options,  warrants,  calls,  conversion
rights,  commitments,  agreements,  contracts,   understandings,   restrictions,
arrangements or rights of any character obligating TFS to issue any such shares,
TFS voting  debt or other  convertible  securities;  and (iii) that there are no
more than 3,511,400 Shares outstanding.

            6.3.6.   Management   Structure.   TFS  shall  have   provided   all
documentation  necessary  to  effectuate  the  restructuring  of TFS'  Board  of
Directors and officers as more fully set forth in Section 1.8.


                                      -28-
<PAGE>

            6.3.7. Name Change.  Command is satisfied that all actions have been
taken  or will be taken to  change  the  corporate  name of TFS as  provided  in
Exhibit K attached hereto.

            6.3.8.  Increase in Size of TFS Board. Command is satisfied that all
actions  have been  taken or will be taken to amend  TFS'  Bylaws to allow for a
board of directors consisting of up to nine members.

            6.3.9.  Tax  Free  Reorganization.  Command  is  satisfied  that the
transaction   contemplated  by  this  Agreement  will  qualify  as  a  tax  free
reorganization pursuant to Sections 351 and/or 368 of the Internal Revenue Code.

            6.3.10.  Consents.  Command shall have received duly executed copies
of all third-party consents, approvals,  assignments, waivers, authorizations or
other certificates  contemplated by this Agreement or the Schedule of Exceptions
or reasonably  deemed necessary by Command's legal counsel to provide for TFS to
consummate the transactions contemplated hereby in form and substance reasonably
satisfactory  to Command,  except for such thereof as TFS and Command shall have
agreed in writing shall not be obtained.

      6.4. Special  Condition of Operations  Entities.  The parties  acknowledge
that TFS shall be obligated to deliver a disclosure  document (the "Disclosure")
with the  Operations  Entities in compliance  with  applicable  requirements  to
qualify the issuance of the Shares as a transaction exempt from the registration
provisions  of the federal  and state  securities  laws prior to the  Operations
Entities  becoming  legally bound to consummate and complete the transactions to
acquire the Shares. As a special condition to the performance of the obligations
of each of the Operations Entities, each of the Operations Entities shall not be
required to effectuate  the Second  Closing and to consummate  the  transactions
contemplated in this Agreement unless and until the Operations Entities have had
ten days prior to the date of the Second  Closing  within  which to review  with
their  independent  advisors  and  counsel  the  relative  risks  and  merits of
completing  such   transactions.   In  order  to  effectuate  the   transactions
contemplated  by this Agreement,  each of the Operations  Entities shall execute
and deliver to TFS, prior to the Second Closing,  all  documentation  reasonably
related to the Disclosure in form and substance reasonably acceptable to TFS.

      6.5. Closing  Deliveries.  TFS shall have delivered all closing deliveries
contemplated  in  Section  7.1 on or prior to the First  Closing  and shall have
delivered all closing deliveries  contemplated in Section 7.2 on or prior to the
Second Closing.

      6.6.  Unsatisfied  Conditions.  If  any  one  or  more  of  the  foregoing
conditions remains unsatisfied at the date of the First Closing, the party whose
obligations  are subject to fulfillment of the  unsatisfied  condition may elect
not to close this  transaction.  The election not to close shall be evidenced by
written notice to the other party.

                                   ARTICLE 7.
                             DELIVERIES AT CLOSINGS

      7.1.  Deliveries at the First  Closing.  At or prior to the First Closing,
the parties shall make the following deliveries:


                                      -29-
<PAGE>

            7.1.1.  Deliveries  of TFS. TFS shall  deliver the  following to the
Selling Parties:

            (i)   a fully executed signature page to this Agreement;

            (ii)  the Command Purchase Price;

            (iii) the TFS Disclosure Schedule;

            (iv)  a Voting Agreement executed by John R. Coghlan, in the form of
                  Exhibit D attached hereto;

            (v)   written  resignations of Michael Kirk, C. Eugene Olsen and all
                  other  members of the Board of  Directors  of TFS  (except for
                  John  Coghlan  and Brad Herr) from the Board of  Directors  of
                  TFS;

            (vi)  written resignations of John Coghlan,  Brad Herr and all other
                  officers of TFS from their positions as officers of TFS;

            (vii) the TFS Closing  Certificate,  in the form attached  hereto as
                  Exhibit G;

            (viii) a fully executed Assignment and Assumption Agreement relating
                  to  Command's  Assumed  Liabilities,  in the form of Exhibit B
                  attached hereto;

            (ix)  a fully executed Assignment and Assumption  Agreement relating
                  to Harborview's Assumed Liabilities,  in the form of Exhibit B
                  attached hereto;

            (x)   a fully  executed  Assignment and Assumption of Lease relating
                  to Command's real estate lease,  if necessary,  in the form of
                  Exhibit C attached hereto;

            (xi)  documentation  providing  that actions have been taken or will
                  be taken to change the  corporate  name of TFS, in the form of
                  Exhibit K attached hereto;

            (xii) documentation  providing  that actions have been taken or will
                  be taken  to  increase  the  potential  size of TFS'  board of
                  directors to nine;

            (xiii) Noncompetition  Agreements  executed  by  TFS,  in  the  form
                  attached of Exhibit F attached hereto;

            (xiv) Employment Agreements executed by TFS;

            (xv)  an opinion of counsel, as contemplated in Section 6.3.4; and

            (xvi) duly executed copies of all third-party  consents,  approvals,
                  assignments,  waivers,  authorizations  or other  certificates
                  contemplated by this Agreement or the TFS Disclosure Schedule.

            7.1.2.  Deliveries of Selling  Parties.  Each of the Selling Parties
shall deliver the following to TFS (unless otherwise indicated below):

            (i)   fully executed signature pages to this Agreement;

            (ii)  the  Command  Schedule  of  Exceptions;  (iii) the  Harborview
                  Schedule of Exceptions;

            (iv)  a Bill of Sale  executed  by  Command  relating  to  Command's
                  Acquired Assets, in the form of Exhibit A attached hereto;

            (v)   an  Bill  of  Sale   executed   by   Harborview   relating  to
                  Harborview's  Acquired  Assets,  in  the  form  of  Exhibit  A
                  attached hereto;


                                      -30-
<PAGE>

            (vi)  an Assignment  and  Assumption  Agreement  executed by Command
                  relating  to  Command's  Assumed  Liabilities,  in the form of
                  Exhibit B attached hereto;

            (vii) an Assignment and Assumption  Agreement executed by Harborview
                  relating to Harborview's Assumed  Liabilities,  in the form of
                  Exhibit B attached hereto;

            (viii) an Assignment  and  Assumption  of Lease  executed by Command
                  relating to Command's real estate lease, if necessary,  in the
                  form of Exhibit C attached hereto;

            (ix)  Noncompetition  Agreements executed by the parties thereto, in
                  the form attached of Exhibit F attached hereto;

            (x)   Employment Agreements executed by the parties thereto;

            (xi)  Closing  Certificates  executed by Command and Harborview,  in
                  the form attached hereto as Exhibit H;

            (xii) duly adopted resolutions of the Board of Directors or Managers
                  / Managing Members of each Operations Entity, substantially in
                  the form attached hereto as Exhibit I-1 or I-2;

            (xiii) duly  adopted  resolutions  of  the  Board  of  Directors  or
                  Managers  /  Managing  Members  of  each  Operations   Entity,
                  substantially  in the  form  of  Exhibit  I-1 or I-2  attached
                  hereto;

            (xiv) duly adopted  resolutions  of the  Shareholders  or Members of
                  each Operations  Entity,  substantially in the form of Exhibit
                  J-1 or J-2 attached hereto; and

            (xv)  duly executed copies of all third-party  consents,  approvals,
                  assignments,  waivers,  authorizations  or other  certificates
                  contemplated  by this  Agreement or the Schedule of Exceptions
                  relating to Harborview and Command.

      7.2.  Deliveries at the Second Closing. At or prior to the Second Closing,
the parties shall make the following deliveries:

            7.2.1.  Deliveries  of TFS. TFS shall  deliver the  following to the
Selling Parties:

            (i)   the Operations Purchase Price;

            (ii)  an updated TFS Disclosure Schedule;

            (iii) fully executed  Assignment and Assumption  Agreements relating
                  to the Assumed  Liabilities of each Operations  Entity, in the
                  form of Exhibit B attached hereto;

            (iv)  a fully  executed  Assignment and Assumption of Lease relating
                  to the  real  estate  leases  of each  Operations  Entity,  if
                  necessary, in the form of Exhibit C attached hereto;

            (v)   an  updated  TFS  Closing  Certificate,  in the form  attached
                  hereto as Exhibit G;

            (vi)  the Disclosure; and

            (vii) duly executed copies of all third-party  consents,  approvals,
                  assignments,  waivers,  authorizations  or other  certificates
                  contemplated by this Agreement or the TFS Disclosure Schedule.


                                      -31-
<PAGE>

            7.2.2.  Deliveries  of  Selling  Parties.  Each  of  the  Operations
Entities shall deliver the following to TFS (unless otherwise indicated below):

            (i)   a Schedule of Exceptions;

            (ii)  a fully executed Bill of Sale relating to the Acquired  Assets
                  of each Operations  Entity,  in the form of Exhibit A attached
                  hereto;

            (iii) a fully executed Assignment and Assumption  Agreement relating
                  the Assumed Liabilities of each Operations Entity, in the form
                  of Exhibit B attached hereto

            (iv)  a fully  executed  Assignment and Assumption of Lease relating
                  to the  real  estate  leases  of each  Operations  Entity,  if
                  necessary, in the form of Exhibit C attached hereto;

            (v)   Employment  Agreements  executed  by the parties  thereto,  if
                  necessary;

            (vi)  fully executed documentation relating to the Disclosure; (vii)
                  an  opinion  of  counsel  in  form  and  substance  reasonably
                  acceptable to TFS;

            (viii) a fully executed Joinder Agreement by Command, Harborview and
                  the  persons  identified  on  Schedule  2.2.11,  in  the  form
                  attached hereto as Exhibit E;

            (ix)  fully executed Closing  Certificate of each Operations Entity,
                  substantially  in the  form  of  Exhibit  H-1 or H-2  attached
                  hereto; and

            (x)   duly executed copies of all third-party  consents,  approvals,
                  assignments,  waivers,  authorizations  or other  certificates
                  contemplated  by this  Agreement or the Schedule of Exceptions
                  relating to each Operations Entity.

                                   ARTICLE 8.
                                 INDEMNIFICATION

      8.1. Indemnification By Command,  Harborview, and the Operations Entities.
Each of the  Selling  Parties  agree  severally  and  not  jointly,  to  defend,
indemnify,  and hold TFS harmless  from and against,  and to reimburse  TFS with
respect  to,  any and  all  losses,  damages,  liabilities,  claims,  judgments,
settlements,   fines,   costs,   and  expenses   (including   attorneys'   fees)
("Indemnifiable  Amounts") of every nature whatsoever  incurred by TFS by reason
of or arising out of or in connection with (i) any breach, or any claim that, if
true,  would  constitute  a breach  by  Command,  Harborview  or the  Operations
Entities  of any  representation  or  warranty  of  Command,  Harborview  or the
Operations  Entities  contained in this Agreement or in any certificate or other
document  delivered  to TFS,  but  only  for a period  of one  year  after  such
representation  and warranty was made (at which time this subsection (i) will be
deemed lapsed),  (ii) the failure,  partial or total, of Command,  Harborview or
the  Operations  Entities to perform any agreement or covenant  required by this
Agreement to be performed by it or them, (iii) any undisclosed  federal or state
tax liability,  or asserted  liability of Command,  Harborview or the Operations
Entities,  but  excluding  federal or state tax  liabilities  related to taxable
periods after the Closing Date, and (iv) undisclosed  liabilities or obligations
of Command,  Harborview or the Operations  Entities in existence as of the First
Closing  or  arising  from or  related  to events  occurring  prior to the First
Closing, that are not assumed by TFS.


                                      -32-
<PAGE>

      8.2.  Indemnification  By TFS. TFS agrees to defend,  indemnify,  and hold
Selling Parties harmless from and against, and to reimburse Selling Parties with
respect to, any  Indemnifiable  Amounts of every nature  whatsoever  incurred by
Command, Harborview or the Operations Entities by reason of or arising out of or
in connection with (i) any breach,  or any claim that, if true, would constitute
a breach by TFS of any  representation  or  warranty  of TFS  contained  in this
Agreement  or in  any  certificate  or  other  document  delivered  to  Command,
Harborview or the Operations  Entities,  but only for a period of one year after
such  representation  and warranty was made (at which time this  subsection  (i)
will be deemed  lapsed),  (ii) the failure,  partial or total, of TFS to perform
any agreement or covenant  required by this  Agreement to be performed by it and
(iii) any of the Assumed Liabilities.

      8.3.  Procedures.  TFS and each Selling Party agree that,  upon receipt by
either party of a third-party  claim in respect of which indemnity may be sought
under this Article VIII, said party (the  "Claimant")  shall give written notice
within 15 days of such  claim  (the  "Notice  of  Claim") to the party from whom
indemnification may be sought hereunder (the  "Indemnitor").  No indemnification
under this  Article  VIII shall be  available to any party who fails to give the
required  Notice of Claim within 15 days if the party to whom such notice should
have been given was  unaware of the claim and was  prejudiced  by the failure to
receive the Notice of Claim in a timely manner. The Indemnitor shall be entitled
at its own expense to  participate in the defense of any claim or action against
the Claimant.  The Indemnitor  shall have the right to assume the entire defense
of such claim provided that (a) Indemnitor gives written notice of its desire to
defend such claim (the "Notice of Defense") to the Claimant within 15 days after
Indemnitor's  receipt of the Notice of Claim; (b)  Indemnitor's  defense of such
claim shall be without cost of Claimant or prejudice to Claimant's  rights under
this Article VIII;  (c) counsel  chosen by Indemnitor to defend such claim shall
be reasonably  acceptable to Claimant;  (d) the Indemnitor  shall bear all costs
and expenses in connection  with the defense of such claim;  (e) Claimant  shall
have the right, at Claimant's expense, to have Claimant's counsel participate in
the  defense of such  claim;  and (f)  Claimant  shall have the right to receive
periodic  reports from Indemnitor and  Indemnitor's  counsel with respect to the
status and details of the defense of such claim and shall have the right to make
direct inquiries to Indemnitor's counsel in this regard.  Solely for the purpose
of subparagraph (f) above, Indemnitor shall waive its attorney-client privilege.

                                   ARTICLE 9.
                                  MISCELLANEOUS

      9.1.  Entire  Agreement.  This  Agreement,   including  the  exhibits  and
schedules  delivered  pursuant to this  Agreement,  contain all of the terms and
conditions  agreed  upon by the parties  relating to the subject  matter of this
Agreement  and  supersede all prior  agreements,  negotiations,  correspondence,
undertakings  and  communications  of the  parties,  whether  oral  or  written,
respecting  that subject  matter,  including,  but not limited to, the Letter of
Intent, dated October 6, 2005, by and between Command and TFS.


                                      -33-
<PAGE>

      9.2.  Governing Law. All aspects of this  Agreement  shall be governed by,
and construed in accordance with, the laws of the State of Washington as applied
to  agreements  entered  into and  entirely to be  performed  within that State.
Selling Parties and TFS consent to exclusive jurisdiction and venue in the state
and federal courts in Spokane County, Washington.

      9.3. Notices. All notices, requests, demands or other communications which
are required or may be given pursuant to the terms of this Agreement shall be in
writing and shall be deemed to have been duly given: (i) on the date of delivery
if  personally  delivered by hand;  (ii) upon the third day after such notice is
(a)  deposited in the United  States mail,  if mailed by registered or certified
mail,  postage prepaid,  return receipt  requested,  or (b) sent by a nationally
recognized  overnight  express  courier;  or (iii)  by  facsimile  upon  written
confirmation  (other than the automatic  confirmation  that is received from the
recipient's facsimile machine) of receipt by the recipient of such notice:

If to TFS:                                 If to Command and Harborview:
---------                                  ----------------------------

Technical Financial Services, Inc.         Command Staffing, LLC
200 North Mullan Road, Suite 213           8687 Via de Ventura, Suite 101
Spokane, Washington  99206                 Scottsdale, Arizona 85258
Attention: John R. Coghlan or Brad E. Herr Attention: Glenn Welstad or Ron Junck
Telephone No.: (509) 340-0273              Telephone No.: (480) 609-1250
Facsimile No.: (509) 340-0277              Facsimile No.: (480) 609-1350

With a copy to:                            With a copy to:

Workland & Witherspoon, PLLC               Rogers & Theobald
Washington Mutual Financial Center         2425 East Camelback Road, Suite 850
601 West Main Avenue, Suite 714            Phoenix, Arizona  85016
Spokane, Washington 99201-0677             Attention:  Michael D. Hool, Esq.
Attention:  Gregory B. Lipsker, Esq.       Telephone No.:  (602) 852-5560
Telephone No.: (509) 455-9077              Facsimile No.:  (602) 852-5570
Facsimile No.: (509) 624-6441

If to the Operations Entities:

To the address set forth under the signature of
each Operations Entity on the signature page
to this Agreement.

      Such  addresses  may be changed,  from time to time,  by means of a notice
given in the manner provided in this Section 9.3.

      9.4.  Severability.  If any  provision  of  this  Agreement  is held to be
unenforceable  for any reason,  it shall be  modified  rather  than  voided,  if
possible, in order to achieve the intent of the parties to this Agreement to the
extent  possible.  In any event, all other provisions of this Agreement shall be
deemed valid and enforceable to the full extent.


                                      -34-
<PAGE>

      9.5. Survival of Representations  and Warranties.  All representations and
warranties  contained in this  Agreement,  including  the exhibits and schedules
delivered  pursuant to this  Agreement,  shall  survive for a period of one year
following the First Closing or Second Closing, whenever such representations and
warranties were made.

      9.6.  Assignment.  No party to this Agreement may assign,  by operation of
law or otherwise, all or any portion of its rights,  obligations, or liabilities
under this Agreement  without the prior written  consent of the other parties to
this Agreement,  which consent may be withheld in the absolute discretion of any
of the  parties  asked  to grant  such  consent.  Any  attempted  assignment  in
violation of this Section 9.6 shall be voidable.

      9.7. Counterparts.  This Agreement may be executed by facsimile and in two
or more partially or fully executed counterparts,  each of which shall be deemed
an  original  and shall  bind the  signatory,  but all of which  together  shall
constitute  but one and the same  instrument.  The  execution  and delivery of a
signature  page in the form annexed to this  Agreement by any party hereto which
shall have been furnished the final form of this Agreement shall  constitute the
execution and delivery of this Agreement by such party.

      9.8. Amendment.  This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties hereto.

      9.9.  Extension,  Waiver.  At any time prior to the  Closing,  any parties
hereto  may,  to the  extent  legally  allowed:  (i)  extend  the  time  for the
performance  of any of the  obligations or other acts of the other party hereto;
(ii) waive any inaccuracies in the  representations  and warranties made to such
party contained herein or in any document  delivered  pursuant hereto, and (iii)
waive  compliance  with any of the  agreements,  covenants or conditions for the
benefit of such party  contained  herein.  Any  agreement on the part of a party
hereto to any such  extension  or waiver  shall be valid only if set forth in an
instrument in writing signed on behalf of such party.

      9.10.  Interpretation.  When a  reference  is made in  this  Agreement  to
Sections,  Exhibits or Schedules,  such reference shall be to a Section, Exhibit
or Schedule to this Agreement unless otherwise  indicated.  The words "include,"
"includes," and "including" when used herein and therein shall be deemed in each
case to be followed by the words  "without  limitation."  The table of contents,
index to  defined  terms,  and  headings  contained  in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

      9.11.  Attorneys'  Fees.  Should any proceeding or litigation be commenced
between  the  parties  hereto  arising  out of or  relating to the terms of this
Agreement,  or the rights and duties of the parties hereto, the prevailing party
in such  proceeding or litigation  shall be entitled,  in addition to such other
relief as may be granted,  to a reasonable sum as and for the prevailing party's
attorneys' fees.

      9.12.  Costs and  Expenses.  Each party  hereto  shall bear its own costs,
including  counsel fees and  accounting  fees,  incurred in connection  with the
negotiation and preparation for the Closing under this Agreement and all matters
incident thereto.


                                      -35-
<PAGE>

      9.13.  Remedies.  In the event of a breach of this  Agreement  or any term
hereof by any party,  the other  parties  shall  have all  rights  and  remedies
available  at law,  in equity or under the terms of this  Agreement,  including,
without limitation, the right to seek injunctive relief and specific performance
of any  party's  obligations  hereunder.  All rights and  remedies  of any party
hereto shall be cumulative  and the exercise of any right or remedy by any party
shall not be deemed a waiver,  relinquishment  or abandonment of any other right
or remedy,  and shall not affect or limit in any way the future assertion of the
same,  or any other right or remedy,  except to the extent  otherwise  expressly
provided in this Agreement.

      9.14.  Construction.  This  Agreement  is  intended  to express the mutual
intent of the parties hereto,  and  irrespective of the identity of the party or
counsel who prepared  this  document,  no rule of strict  construction  shall be
applied against any party.  All words used herein shall refer to the appropriate
number or gender, regardless of the number or gender stated.

      9.15. Materiality. Subject to the terms and conditions of Section 9.5, all
covenants,  agreements,  representations  and  warranties  made herein  shall be
deemed to be material and to have been relied on by the parties in entering into
this Agreement and shall survive the execution and delivery of this Agreement.

                    [Remainder of Page Intentionally Omitted]


                                      -36-
<PAGE>

                    SIGNATURE PAGE - ASSET PURCHASE AGREEMENT

      IN WITNESS  WHEREOF,  TFS and  Selling  Parties  have each  executed  this
Agreement as of the date first written above.

TEMPORARY FINANCIAL SERVICES,                  COMMAND STAFFING, LLC, a Nevada
INC., a Washington corporation                 limited liability company

By: /s/ Brad Herr                              By:  /s/ Glenn Welstad
Name: Brad Herr                                Name:  Glenn Welstad
Title:  Secretary                              Title: Member

                                               By: /s/ Myron Thompson
HARBORVIEW SOFTWARE, INC.,                     Name:  Myron Thomson
A Nevada corporation                           Title:  Member

By: /s/ Glenn Welstad                          By: /s/Dwight Enget
Name: Glenn Welstad                            Name: Dwight Enget
Title:  President                              Title:  Member

                                               By: /s/Thomas Gilbert
Solely with respect to Section 1.8 of this     Name:  Thomas Gilbert
Agreement:                                     Title: Member

/s/ John R. Coghlan                            By: /s/ John Coghlan
JOHN R. COGHLAN, an individual                 Name:  John Coghlan
                                               Title:  Member

                                               By: /s/ Jerry Smith
                                               Name:  Jerry Smith
                                               Title:  Member

                                               By: /s/ Ron Junck
                                               Name:  Ron Junck
                                               Title:  Member

                                               By: Kevin Semerad
                                               Name:  Kevin Semerad
                                               Title:  Member


                                      -37-