STOCK
      PURCHASE AGREEMENT

    


    THIS
      STOCK PURCHASE AGREEMENT
      (this
“Agreement”)
      is
      made and entered into this 5th
      day of
      December 2007 by and among Turnaround Partners, Inc., a Nevada corporation
      having its principal place of business at 109 North Post Oak Lane, Suite 422,
      Houston, Texas 77024 (the “Company”),
      Mr.
      Timothy J. Connolly, an individual with his principal place of business at
      109
      North Post Oak Lane, Suite 422, Houston, Texas 77024 (“Mr.
      Connolly”)
      and
      Viewpoint Capital, LLC, a Nevada Limited Liability Company with its principal
      place of business at 2470 Evening Twilight Lane, Henderson, Nevada 89044,
      (“Buyer”,
      and
      together with the Company and Mr. Connolly, the “Parties”,
      and
      each, a “Party”).

    


    RECITALS:

    


    WHEREAS,
      the
      Parties desire that Buyer shall acquire a controlling interest (the
“Controlling
      Interest”)
      of the
      Company’s common stock, par value $0.001 per share (“Company
      Common Stock”);
      and

    


    WHEREAS,
      Buyer
      is the beneficial holder of Four Million (4,000,000) shares of common stock
      of
      Asset Capital Group, Inc., a Nevada corporation (“ACGU
      Shares”
and
      the
“ACGU”,
      respectively) with a value of Three Million Four Hundred Thousand Dollars
      ($3,400,000) based upon the closing price for ACGU common stock reported on
      the
      Pink Sheets LLC as of the date hereof; and

    


    WHEREAS,
      the
      ACGU Shares are unrestricted, free-trading shares which trade on the Pink Sheets
      LLC under the symbol “ACGU.PK”; and 

    


    WHEREAS,
      in
      order to effect such Controlling Interest, the Company shall issue to Buyer,
      and
      the Buyer shall receive from the Company, a share of convertible preferred
      stock
      of the Company convertible into the Controlling Interest in exchange for the
      transfer by Buyer to the Company of the ACGU Shares on the terms and conditions
      set forth herein below.

    


    AGREEMENT:

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing recitals, the mutual promises hereinafter set
      forth, and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Parties agree as follows:

    


    Article
      I

    


    1.01 Purchase
      and Sale.
      Subject
      to the terms and conditions of this Agreement and in reliance upon the
      representations, warranties, covenants and agreements contained herein, The
      Company hereby agrees to issue to Buyer, and Buyer hereby agrees to receive
      from
      the Company, one (1) share of the Company’s Series E convertible preferred
      stock, par value $0.01 per share (the “Series
      E Share”)
      which
      such Series E Share shall convert into Three Million Four Hundred Thousand
      Dollars ($3,400,000) worth of Company Common Stock in accordance with that
      certain Certificate of Designation of Series E Preferred Stock in substantially
      the form of Exhibit
      A
      attached
      hereto (the “Certificate
      of Designation”)
      in
      exchange for the transfer by Buyer to the Company of the ACGU Shares on the
      date
      hereof (the “Closing
      Date”).
      The
      Series E Share shall have all of the powers, designations, preferences and
      relative, participating, optional and other special rights and the Series E
      Share shall convert into Company Common Stock in the manner set forth in the
      Certificate of Designation. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.02 Certificate
      to be Delivered by Company.
      Within
      five (5) business days following the Closing Date, and subject to the terms
      and
      conditions of this Agreement, the Company hereby agrees to deliver a
      Certificate, registered in Buyer’s name and representing the Series E Share
      against the delivery by Buyer of the ACGU Shares. The Series E Share will be
      delivered free of any claims or liens or encumbrances. 

    


    1.03 Certificate(s)
      to be Delivered by Buyer.
      Within
      five (5) business days following the Closing Date, and subject to the terms
      and
      conditions of this Agreement, Buyer hereby agrees to deliver a Certificate(s),
      registered in the name of the Company and representing the ACGU Shares against
      delivery by the Company of the Series E Share. The ACGU Shares will be delivered
      free of any claims or liens or encumbrances. 

    


    1.04 ACGU
      Shares.
      Buyer
      acknowledges and agrees that as an inducement for the Company to enter into
      this
      Agreement and to issue the Series E Share to Buyer, the ACGU Shares shall be
      unrestricted and free-trading on the Pink Sheets LLC and that the ACGU Shares
      have been either registered under the Securities Act of 1933, as amended (the
      “Securities
      Act”)
      and
      the securities laws of all applicable States or, in the alternative, any
      proposed transfer and sale of the ACGU Shares are not required to be registered
      under the Securities Act by reason of an exemption provided by Section 4(1)
      thereof and Rule 144 of the Rules and Regulations promulgated thereunder, as
      the
      case may be. 

    


    Article
      II

    


    2.01 Resignation
      of Officers and Directors.
      Effective as of the Closing Date, Mr. Connolly shall resign as Vice Chairman
      and
      a Director, President and Chief Executive Officere; provided, however, that
      Mr.
      Connolly shall continue to serve as President and Chief Executive Officer of
      Corporate Strategies, Inc., a Texas corporation and wholly-owned subsidiary
      of
      the Company (“CSI”), with the understanding that the business of CSI will be
      discontinued. In addition, Mr. Connolly shall continue to receive the same
      compensation as he has received through the Closing Date for his aforementioned
      continued services to CSI through December 31, 2008, which such date may be
      extended by mutual agreement by and among the Parties, and that the Company
      shall pay any and all past amounts due and owing to Mr. Connolly (and his
      spouse, if applicable) by the Company on the Closing Date. 

    


    2.02 Relinquishment
      of Non-Dilutive Rights.
      The
      Parties hereby acknowledge and agree that Mr. Connolly (and his spouse)
      currently hold, in the aggregate, Seven Hundred (700) shares of Series D
      convertible preferred stock of the Company (“Series
      D Preferred”),
      which
      such Series D Preferred contain certain non-dilutive rights in favor of Mr.
      Connolly and his spouse (the “Non-Dilutive
      Rights”)
      and
      the Parties hereby further acknowledge and agree that Mr. Connolly shall, on
      the
      Closing Date, relinquish such Non-Dilutive Rights effective June 30, 2009
      (instead of the current date of December 31, 2010) in exchange for the Company
      conveying all rights to the names “Turnaround Partners, Inc.”, “Corporate
      Strategies, Inc.” and “Kipling Holdings, Inc.” as well as all title to all
      furniture and equipment in the Houston office of the Company (as set forth
      in
      the Preamble hereof). The Parties further agree that the names of these
      companies shall be changed within sixty (60) following the Closing Date. In
      order to effect such relinquishment of the Non-Dilutive Rights, the Company
      shall file, within five (5) business days following the Closing Date, an amended
      and restated Certificate of Designation of Series D Preferred Stock
      substantially in the form of Exhibit
      B
      attached
      hereto. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.03 Company
      Financial Statements.
      Buyer
      hereby acknowledges and agrees that he has had an opportunity to review the
      Company’s Quarterly Report on Form 10-QSB (the “Quarterly
      Report”)
      for
      the period ended September 30, 2007 and that Buyer is fully aware of the
      Company’s condition (financial and otherwise) as set forth in such Quarterly
      Report. A copy of the Quarterly Report is also attached hereto as Exhibit
      C.
      

    


    2.04 Legal
      Opinion of Buyer.
      Within
      five (5) business days of the Closing Date, Buyer shall provide to the Company
      an opinion of counsel in a form satisfactory to the Company and the Company’s
      counsel stating that the ACGU Shares have either been registered under the
      Securities Act and the securities laws of all applicable States or, in the
      alternative, any proposed transfer and sale of the ACGU Shares are not required
      to be registered under the Securities Act by reason of an exemption provided
      by
      Section 4(1) thereof and Rule 144 of the Rules and Regulations promulgated
      thereunder, as the case may be. 

    


    Article
      III

    


    The
      Company hereby represents and warrants to Buyer as follows:

    


    3.01
       Authority.
      This
      Agreement has been duly executed and delivered by the Company, which has the
      right, power, authority and legal capacity to enter into and perform under
      this
      Agreement and to consummate the transactions contemplated hereby. This Agreement
      constitutes the legal, valid and binding obligation of the Company, enforceable
      in accordance with its terms and conditions. 

    


    3.02 Delivery
      of Stock.
      The
      Company will issue and deliver the Series E Share free and clear of any lien,
      mortgage, adverse claim, charge, security interest, encumbrance, limitation,
      contract, agreement, arrangement, understanding, instrument obligation, defect
      or irregularity (“Liens”).
      By
      receipt of and payment for the ACGU Shares by Buyer, Buyer has acquired good
      and
      marketable title to the Series E Share free and clear of any Liens, including
      restriction and limitations that may arise under community property or similar
      laws, subject to such restriction on resale as may exist under applicable
      security laws. 

    


    3.03 Organization.
      The
      Company is a corporation duly organized and validly existing under the laws
      of
      the State of Nevada currently trading on the Over-The-Counter Bulletin Board
      under the trading symbol (“TRNP”).
      

    


    3.04 Common
      Stock.
      The
      authorized capital of the Company consists of Nine Hundred Million (900,000,000)
      shares of Company Common Stock, of which there are approximately One Hundred
      Eighteen Million Seven Hundred Thirty-Six Thousand Fifty-Eight (118,736,058)
      shares issued and outstanding as of the date of this Agreement. The Company
      also
      has Two Million (2,000,000) shares of preferred stock authorized, of which
      (a)
      no shares of Series A preferred are issued and outstanding, (b) Six Thousand
      Six
      Hundred Sixty-Six (6,666) shares of Series B preferred are issued and
      outstanding and (c) Seven Hundred (700) shares of Series D Preferred are issued
      and outstanding. All shares of the Company’s capital stock are validly issued
      and outstanding, fully paid and non-assessable and have not been issued in
      violation of the preemptive rights of any other person to any shares of stock
      of
      the Company. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.05 Brokerage
      Accounts.
      The
      Company has not entered (directly or indirectly) into any contract with any
      person, firm or corporation that would obligate the Company to pay any
      commission, brokerage or “finder’s fee” in connection with the transactions
      contemplated herein.

    


    3.06 No
      Defaults or Consents.
      Neither
      the execution nor delivery of this Agreement nor the consummation of the
      transactions contemplated herein will: (i) conflict with or result in a breach,
      default or violation of (a) any of the terms, provisions or conditions of any
      contract or agreement, or (b) any judgment decree, order, governmental permit
      certificate or license to which the Company is a party, or to which the Company
      is subject or (iii) requires the Company to obtain the consent of any
      non-governmental third party, except in each instance as would result in no
      adverse effect on the consummation of the transactions provided for herein.
      No
      consent, action, approval or authorization of or registration declaration or
      filing with, any governmental department, commission, agency or other
      instrumentality is required in connection with the execution and delivery of
      this Agreement to Buyer’s or the Company’s performance of the terms of this
      Agreement. 

    


    Article
      IV

    


    Buyer
      hereby represents and warrants to the Company as follows:

    


    4.01 Organization.
      The
      Buyer is a limited liability company duly organized and validly existing under
      the laws of the State of Nevada. 

    


    4.02 Authority.
      This
      Agreement has been duly executed and delivered by the Buyer, which has the
      right, power, authority and legal capacity to enter into and perform under
      this
      Agreement and to consummate the transactions contemplated hereby. This Agreement
      constitutes the legal, valid and binding obligation of the Buyer, enforceable
      in
      accordance with its terms and conditions. This Agreement has been executed
      and
      delivered by Buyer and constitutes a legal, valid and binding obligation of
      Buyer and its affiliates, successors and assigns, enforceable in accordance
      with
      its terms. 

    


    4.03 No
      Defaults or Consents.
      Neither
      the execution nor delivery of this Agreement nor the consummation of the
      transactions contemplated herein will: (i) conflict with or result in a breach,
      default or violation of (a) any of the terms, provisions or conditions of any
      contract or agreement, or (b) any judgment decree, order, governmental permit
      certificate or license to which Buyer is a party, or to which Buyer is subject
      or (iii) requires Buyer to obtain the consent of any non-governmental third
      party, except in each instance as would result in no adverse effect on the
      consummation of the transactions provided for herein. No consent, action,
      approval or authorization of or registration declaration or filing with, any
      governmental department, commission, agency or other instrumentality is required
      in connection with the execution and delivery of this Agreement to the Company’s
      or Buyer’s performance of the terms of this Agreement. 

    


    4.04 Brokerage
      Agreements.
      Buyer
      has not entered (directly or indirectly) into any contract with any person,
      firm
      or corporation that would obligate the Company to pay any commission, brokerage
      or “finder’s fee” in connection with the transaction contemplated herein.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.05 Suits.
      There
      is no suit, action, claim, investigation, or inquiry by any person or entity
      or
      any administrative agency or governmental body and no legal, administrative
      or
      arbitration proceeding pending or to Buyer’s knowledge threatened against Buyer
      which has or will materially affect Buyer’s ability to consummate the
      transactions contemplated herein. 

    


    4.06 Non-Affiliate
      Status.
      As of
      the Closing Date, neither Buyer nor any member thereof is, or has been during
      the previous three (3) months, an “affiliate” of ACGU as that term is defined in
      paragraph (a)(1) of Rule 144.

    


    Article
      V

    


    5.01 Expenses.
      The
      Company and Buyer shall each bear their own legal, accounting and other costs
      and expenses incident to the negotiation and consummation of this Agreement
      and
      the transactions contemplated herein. 

    


    5.02 Notices.
      All
      notices and other communications hereunder to a Party hereto shall be deemed
      to
      be properly given if delivered personally or mailed to it by certified or
      courier delivery mail (return receipt requested) to the address for each Party
      provided in the Preamble to this Agreement or at such other address as may
      have
      been provided in writing subsequent to the date of this Agreement. 

    


    5.03 Headings.
      The
      descriptive headings are inserted for convenience only and do not constitute
      a
      part of the Agreement. 

    


    5.04 Prior
      Agreements.
      This
      Agreement shall supersede all prior agreements, documents, Memorandums of
      Understanding and other instruments with respect to the matters covered hereby.
      

    


    5.05 Amendments.
      This
      Agreement may not be amended except by an instrument in writing signed on behalf
      of each Party hereto.

    


    5.06 Further
      Actions.
      Each
      Party shall execute and deliver, without delay such other certificates,
      agreements, and other documents and take such other actions as may reasonably
      be
      requested by the other Party in order to consummate or implement the
      transactions contemplated by this Agreement. 

    


    5.07 Assignment. This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to
      the benefit of the Parties hereto and their respective successors and permitted
      assigns. Except as provided in herein, nothing in this Agreement, express or
      implied is intended to confer upon any person other than the Parties hereto
      and
      their respective successors and permitted assigns, any rights remedies or
      obligations under or by reason of this Agreement. 

    


    5.08 Governing
      Law.
      The
      terms and conditions of this Agreement shall be governed by and interpreted
      in
      accordance with the laws of the State of Texas not withstanding any conflict
      of
      law.

    


    5.09 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed an original, but all of which together shall constitute
      one and the same instrument. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.10 Invalidity. If
      any
      term or provision of this Agreement shall be held to be illegal or
      unenforceable, in whole or in part, under any enactment or rule or law, the
      term
      or provisions shall to that extent be deemed not to form part of this Agreement
      and the enforceability of the remainder of the Agreement shall not be affected.
      

    


    


    [SIGNATURES
      ON FOLLOWING PAGE]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      Parties hereto have duly executed this Agreement on the date first above
      written.

     

    
      	
              THE
                COMPANY:

            
	 	 
	
              TURNAROUND
                PARTNERS, INC.

            
	 	 
	 	 
	
              By:

            	
              /s/
                Timothy J. Connolly

            
	
              Name:
                

            	
              Timothy
                J. Connolly

            
	
              Title:

            	
              President
                and CEO

            
	 	 
	 	 
	
              BUYER:

            
	 	 
	
              VIEWPOINT
                CAPITAL, LLC

            
	 	 
	 	 
	
              By:
                

            	
              /s/
                E.G. Marchi

            
	
              Name:

            	
              E.
                G. Marchi

            
	
              Title:

            	
              Manager

            
	 	 
	 	 
	
              TIMOTHY
                J. CONNOLLY

            
	 	 
	 	 
	 /s/
              Timothy J. Connolly
	
              Name:
                

            	
              Timothy
                J. Connolly

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    CERTIFICATE
      OF DESIGNATION

    OF
      THE

    SERIES
      E PREFERRED STOCK

    (Par
      Value $0.01 Per Share)

    OF

    TURNAROUND
      PARTNERS, INC.

     

    
      
        

      



    The
      undersigned, a duly authorized officer of TURNAROUND
      PARTNERS, INC.,
      a
      Nevada corporation (f/k/a Emerge Capital Corp., the Delaware corporation and
      hereinafter referred to as the “Company”),
      in
      accordance with the provisions of Section 78.390
      of
      the Nevada Revised Statutes,
      DOES
      HEREBY CERTIFY
      that the
      following resolution was duly adopted by the Board of Directors of the Company
      (the “Board”)
      by
      unanimous written consent pursuant to Section 78.315
      of
      the Nevada Revised Statutes on
      or
      about December 5, 2007:

     

    WHEREAS,
      that
      effective December 5, 2007, the Board approved the designation of Series E
      convertible preferred stock, par value of $0.01 (“Series
      E Preferred Stock”),
      to
      consist of One (1) share; and

     

    WHEREAS,
      on
      December 5, 2007, the Company entered into that certain Stock Purchase Agreement
      with the Buyer named therein (the “Investor”)
      and
      Mr. Timothy J. Connolly whereby the Company shall issue one (1) share of Series
      E Preferred Stock to the Investor in exchange for the transfer by the Investor
      to the Company of Four Million (4,000,000) shares of Asset Capital Group, Inc.,
      a Nevada corporation, with a fair market value of Three Million Four Hundred
      Thousand Dollars ($3,400,000); and 

     

    WHEREAS,
      no
      shares of Series E Preferred Stock have been issued and the Board has determined
      that it is in the best interests of the Company to create the powers,
      designations, preferences and relative, participating, optional and other
      special rights for the Series E Preferred Stock set forth herein.

     

    RESOLVED
      that the
      Series E Preferred Stock shall have the following powers, designations,
      preferences and relative, participating, optional and other special
      rights:

     

    


    DESIGNATION
      AND RANK

    Designation.
      This resolution shall provide for a single series of preferred stock, the
      designation of which shall be “Series E Preferred Stock”, par value of $0.01 per
      share. The number of authorized shares constituting the Series E Preferred
      Stock
      is One (1) share. The Series E Preferred Stock shall have no liquidation
      preference as set forth in Section 3.1 below.

    Rank.
      With respect to the payment of dividends and other distributions on the capital
      stock of the Company, including the distribution of the assets of the Company
      upon liquidation, the Series E Preferred Stock shall rank pari passu with the
      Common Stock on an “as converted” basis, junior to all previously authorized
      issued series of preferred stock and senior to all other series of preferred
      stock. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DIVIDEND
      RIGHTS

    Dividends
      or Distributions.
      The Investor shall be entitled to receive dividends or distributions on his
      share of Series E Preferred Stock on an “as converted” basis as provided in
      Section 4 hereof when and if dividends are declared on the Common Stock by
      the
      Board. Dividends shall be paid in cash or property, as determined by the Board.
      

    


    LIQUIDATION
      RIGHTS

    Liquidation
      Preference.
      The Series E Preferred Stock shall have no liquidation
      preference.

    


    CONVERSION
      RIGHTS

    Subject
      to the limitations set forth herein below, the Investor’s share of Series E
      Preferred Stock shall be convertible (the “Conversion
      Rights”),
      at the option of the Investor at any time and from time to time up to January
      30, 2008, into that number of shares of Common Stock equal to Three Million
      Four
      Hundred Thousand Dollars ($3,400,000) based on the closing price of the Common
      Stock on the trading date immediately preceding such date of conversion
      (“Conversion
      Shares”).
      The shares of Common Stock received upon conversion shall be fully paid and
      non-assessable shares of Common Stock. 

    Adjustments.
      The Conversion Rights of the Series E Preferred Stock as described in Section
      4.1 above shall be adjusted from time to time as follows:

     

    In
      the event of any reclassification of the Common Stock or recapitalization
      involving Common Stock (including a subdivision, or combination of shares or
      any
      other event described in this Section 4.2) the holder of Series E Preferred
      Stock shall thereafter be entitled to receive, and provision shall be made
      therefore in any agreement relating to the reclassification or recapitalization,
      upon conversion of the Series E Preferred Stock, the kind and number of shares
      of Common Stock or other securities or property (including cash) to which such
      holder of Series E Preferred Stock would have been entitled if he had held
      the
      number of shares of Common Stock into which the Series E Preferred Stock was
      convertible immediately prior to such reclassification or recapitalization;
      and
      in any such case appropriate adjustment shall be made in the application of
      the
      provisions herein set forth with respect to the rights and interests thereafter
      of the holder of the Series E Preferred Stock, to the end that the provisions
      set forth herein shall thereafter be applicable, as nearly as reasonably may
      be,
      in relation to any shares, other securities, or property thereafter receivable
      upon conversion of the Series E Preferred Stock. An adjustment made pursuant
      to
      this subparagraph (a) shall become effective at the time at which such
      reclassification or recapitalization becomes
      effective.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      the event the Company shall declare a distribution payable in securities of
      other entities or persons, evidences of indebtedness issued by the Company
      or
      other entities or persons, assets (excluding cash dividends) or options or
      rights not referred to in Section 4.2(a) above, the holder of the Series E
      Preferred Stock shall be entitled to a proportionate share of any such
      distribution as though he was the holder of the number of shares of Common
      Stock
      of the Company into which his shares of Series E Preferred Stock are convertible
      as of the record date fixed for the determination of the holders of shares
      of
      Common Stock of the Company entitled to receive such distribution or if no
      such
      record date is fixed, as of the date such distribution is
      made.

     

    Procedures
      for Conversion.
      

     

    In
      order to exercise the Conversion Rights pursuant to Section 4.1 above, the
      Investor shall deliver an irrevocable written notice of such exercise to the
      Company at its principal office. The Investor shall, upon the conversion of
      Series E Preferred Stock in accordance with this Section 4, surrender the
      certificate representing such share of Series E Preferred Stock to the Company,
      at its principal office, and specify the name or names in which the Investor
      wishes the certificate or certificates for shares of Common Stock to be issued.
      In case the Investor shall specify a name or names other than that of the
      Investor, such notice shall be accompanied by payment of all transfer taxes
      (if
      transfer is to a person or entity other than the holder thereof) payable upon
      the issuance of shares of Common Stock in such name or names. As promptly as
      practicable, and, if applicable, after payment of all transfer taxes (if
      transfer is to a person or entity other than the holder thereof), the Company
      shall deliver or cause to be delivered certificates representing the number
      of
      validly issued, fully paid and non-assessable shares of Common Stock to which
      the Investor shall be entitled. Such conversion, to the extent permitted by
      law,
      shall be deemed to have been effected as of the date of receipt by the Company
      of any notice of conversion pursuant to this Section 4.3(a), upon the occurrence
      of any event specified therein. Upon conversion of the share of Series E
      Preferred Stock, such share shall cease to constitute a share of Series E
      Preferred Stock and shall represent only a right to receive shares of Common
      Stock into which it has been converted.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      connection with the conversion of the share of Series E Preferred Stock, no
      fractions of shares of Common Stock shall be issued, but the Company shall
      pay
      cash in lieu of such fractional interest in an amount equal to the product
      such
      fractional interest multiplied by the Reported Last Price of the Common Stock.
      “Reported Last Price” means the
      reported price, regular way, or, in case no sale takes place on such day, the
      average of the reported closing bid and asked prices, regular way, of the Common
      Stock as reported on the National Market System of the National Association
      of
      Securities Dealers, Inc. Automated Quotation System
      (“NASDAQ”) or the Over-the-Counter
      Bulletin Board (“OTCBB”), as the case
      may be; or, if the Common Stock is so not quoted, the average of the closing
      bid
      and asked prices on such day as reported by NASDAQ or OTCBB, as the case may
      be;
      or, if bid and asked prices for the Common Stock on each such day shall not
      have
      been so reported, the average of the bid and asked prices for such day as
      furnished by any New York Stock Exchange member firm regularly making a market
      in the Common Stock selected for such purpose by the Company and if no such
      quotations are available, the fair market value of a share of the Common Stock,
      as determined by any New York Stock Exchange member firm regularly making a
      market in the Common Stock selected for such purpose by the Company.


     

    After
      the effectiveness of the Reverse Split, the Company shall at all times reserve
      and keep available out of its authorized Common Stock the full number of shares
      of Common Stock of the Company issuable upon the conversion of the share of
      Series E Preferred Stock. In the event that the Company does not have a
      sufficient number of shares of authorized but unissued Common Stock necessary
      to
      satisfy the full conversion of share of Series E Preferred Stock, then the
      Company shall call and hold a meeting of the stockholders within forty-five
      (45)
      days of such occurrence for the sole purpose of increasing the number of
      authorized shares of Common Stock. The Board shall recommend to stockholders
      a
      vote in favor of such proposal and shall vote all shares held by them, in proxy
      or otherwise, in favor of such proposal. This remedy is not intended to limit
      the remedies available to the holder of the Series E Preferred Stock, but is
      intended to be in addition to any other remedies, whether in contract, at law
      or
      in equity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notices
      of Record Date.
      In the event that the Company shall propose at any time: (i) to declare any
      dividend or distribution upon any class or series of capital stock, whether
      in
      cash, property, stock or other securities; (ii) to effect any reclassification
      or recapitalization of its Common Stock outstanding involving a change in the
      Common Stock; or (iii) to merge or consolidate with or into any other
      corporation, or to sell, lease or convey all or substantially all of its
      property or business, or to liquidate, dissolve or wind up; then, in connection
      with each such event, the Company shall mail to the holder of Series E Preferred
      Stock:

     

    at
      least twenty (20) days’ prior written notice of the date on which a record shall
      be taken for such dividend or distribution (and specifying the date on which
      the
      holders of the affected class or series of capital stock shall be entitled
      thereto) or for determining the rights to vote, if any, in respect of the
      matters referred to in clauses (ii) and (iii) in Section 4.4 above;
      and

     

    in
      the case of the matters referred to in Section 4.4 (ii) and (iii) above, written
      notice of such impending transaction not later than twenty (20) days prior
      to
      the stockholders’ meeting called to approve such transaction, or twenty (20)
      days prior to the closing of such transaction, whichever is earlier, and shall
      also notify such holder in writing of the final approval of such transaction.
      The first of such notices shall describe the material terms and conditions
      of
      the impending transaction (and specify the date on which the holders of shares
      of Common Stock shall be entitled to exchange their Common Stock for securities
      or other property deliverable upon the occurrence of such event) and the Company
      shall thereafter give such holders prompt notice of any material changes. The
      transaction shall in no event take place sooner than twenty (20) days after
      the Company has given the first notice provided for herein or sooner than ten
      (10) days after the Company has given notice of any material changes provided
      for herein.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    VOTING
      RIGHTS

    General.
      Except as otherwise provided herein or required by law, the holder of Series
      E
      Preferred Stock, on an “as converted” basis as of the time a vote is taken, and
      the holders of Common Stock shall vote together and not as separate
      classes.

    Preferred
      Stock.
      The Investor holding one (1) share of Series E Preferred Stock shall be entitled
      to cast a number of votes equal to Three Billion Four Hundrend Million
      (3,400,000,000) shares of Common Stock on all matters submitted to the
      stockholders of the Company for approval. The Investor holding one (1) share
      of
      Series E Preferred Stock shall be entitled to vote on all matters on which
      the
      Common Stock shall be entitled to vote. The Investor holding one (1) share
      of
      Series E Preferred Stock shall be entitled to notice of any stockholders meeting
      in accordance with the Bylaws of the Company. 

    


    MISCELLANEOUS

    Headings
      of Subdivisions.
      The headings of the various Sections hereof are for convenience of reference
      only and shall not affect the interpretation of any of the provisions
      hereof.

    Severability
      of Provisions.
      If any right, preference or limitation of the Series E Preferred Stock set
      forth
      herein (as this resolution may be amended from time to time) is invalid,
      unlawful or incapable of being enforced by reason of any rule of law or public
      policy, all other rights, preferences and limitations set forth in this
      resolution (as so amended) which can be given effect without the invalid,
      unlawful or unenforceable right, preference or limitation shall, nevertheless,
      remain in full force and effect, and no right, preference or limitation herein
      set forth shall be deemed dependent upon any other such right, preference or
      limitation unless so expressed herein.

    Stock
      Transfer Taxes.
      The Corporation shall pay any and all stock transfer and documentary stamp
      taxes
      that may be payable in respect of any issuance or delivery of the share of
      Series E Preferred Stock or shares of Common Stock or other securities issued
      on
      account of Series E Preferred Stock pursuant hereto or certificates representing
      such shares or securities.

    Transfer
      Agent.
      The Corporation may appoint, and from time to time discharge and/or replace,
      a
      transfer agent of the Series E Preferred Stock. Upon any such appointment or
      discharge of a transfer agent, the Corporation shall send notice thereof by
      first-class mail, postage prepaid, to the holder of record of Series E Preferred
      Stock.

    Transferability.
      Subject to any transfer restriction agreements that my be entered into by the
      holder of Series E Preferred Stock, the Series E Preferred Stock shall be
      transferable by the holder, provided that such transfer is made in compliance
      with applicable federal and state securities laws.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WITNESS
      WHEREOF,
      the Company has caused this amended and restated Certificate of Designation
      to
      be signed, under penalties of perjury, by W. Chris Mathers, its Chief Financial
      Officer.

    
      	
              Dated: December
                5, 2007

            	
              TURNAROUND
                PARTNERS, INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                W. Chris Mathers

            
	 	
              Name:

            	
              W.
                Chris Mathers 

            
	 	
              Title:

            	
              Chief
                Financial Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    AMENDED
      AND RESTATED 

    CERTIFICATE
      OF DESIGNATION

    OF
      THE

    SERIES
      D PREFERRED STOCK

    (Par
      Value $0.01 Per Share)

    OF

    TURNAROUND
      PARTNERS, INC.

     

      
        

      

    

     

    The
      undersigned, a duly authorized officer of TURNAROUND
      PARTNERS, INC.,
      a
      Nevada corporation (f/k/a Emerge Capital Corp., the Delaware corporation and
      hereinafter referred to as the “Company”),
      in
      accordance with the provisions of Section 78.390
      of
      the Nevada Revised Statutes,
      DOES
      HEREBY CERTIFY
      that the
      following resolution was duly adopted by the Board of Directors of the Company
      (the “Board”)
      by
      unanimous written consent pursuant to Section 78.315
      of
      the Nevada Revised Statutes on
      or
      about December 5, 2007:

     

    WHEREAS,
      that
      effective September 25, 2006, the Board approved the designation of Series
      D
      convertible preferred stock, par value of $0.01 (the “Series
      D Preferred Stock”),
      to
      consist of up to One Hundred Thousand (100,000) shares; and

     

    WHEREAS,
      pursuant to that certain Purchase Agreement, originally dated September 30,
      2006
      (the “Original
      Agreement”)
      and as
      amended on October 5, 2006 and further amended as of
      December 30, 2006 (the “Second
      Amendment”),
      Mr.
      Timothy J. Connolly (the “Seller”)
      sold
      to the Company, and the Company purchased from the Seller, one hundred percent
      (100%) of the total issued and outstanding capital stock of Kipling Holdings,
      Inc., a Delaware corporation (“Kipling”),
      in
      exchange for (a) the Company’s assumption of all of the liabilities of Kipling,
      (b) the Company expanding the Existing Anti-Dilution Rights (as such term is
      defined in the Original Agreement) in favor of the Seller and (c) a nominal
      cash
      amount equal to the direct costs incurred by the Seller in connection with
      the
      Original Agreement, on the terms and conditions set forth therein;
      and

     

    WHEREAS,
      pursuant to the Original Agreement, Seller had been entitled to receive and
      beneficially own, directly and indirectly through his spouse (together, the
      “Holders”),
      approximately 93,334 shares of Series D Preferred Stock (which would be
      equivalent to 933.4 shares of Series D Preferred Stock under the terms of this
      newly-revised Certificate of Designation); and

     

    WHEREAS,
      in
      connection with the Second Amendment, the Holders were then entitled to receive
      and beneficially own, and did receive and now beneficially own as of December
      31, 2006, a reduced amount equal to Seven Hundred (700) shares of Series D
      Preferred Stock, which such beneficial ownership constitutes One Hundred Percent
      (100%) of the total issued and outstanding shares of Series D Preferred Stock;
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WHEREAS,
      on
      December 5, 2007, the Company entered into that certain Stock Purchase
      Agreement, by and among the Buyer named therein and the Seller pursuant to
      which
      the Holders agreed, among other things, to provide for the relinquishment of
      certain anti-dilution rights on June 30, 2009 instead of December 31, 2010
      (as
      set forth in Section 4.1 hereof) and to amend and restate this Certificate
      of
      Designation in order to reflect such relinquishment; and

     

    WHEREAS,
      Seven
      Hundred (700) shares of Series D Preferred Stock have been issued to the Holders
      and the Board has determined that it is in the best interests of the Company
      to
      amend and restate the powers, designations, preferences and relative,
      participating, optional and other special rights for the Series D Preferred
      Stock on the terms set forth herein. 

     

    RESOLVED
      that the
      Series D Preferred Stock shall have the following amended and restated powers,
      designations, preferences and relative, participating, optional and other
      special rights:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    DESIGNATION
      AND RANK

    Designation.
      This resolution shall provide for a single series of preferred stock, the
      designation of which shall be “Series D Preferred Stock”, par value of $0.01 per
      share. The number of authorized shares constituting the Series D Preferred
      Stock
      is One Hundred Thousand (100,000). The Series D Preferred Stock will have no
      liquidation preference as set forth in Section 3.1 below.

    1.2 Rank.
      With respect to the payment of dividends and other distributions on the capital
      stock of the Company, including the distribution of the assets of the Company
      upon liquidation, the Series D Preferred Stock shall rank pari passu with the
      common stock of the Company, par value $0.001 per share (the
“Common
      Stock”),
      on an “as converted” basis, junior to the Company’s Series A preferred stock,
      par value $0.01 per share, junior to the Company’s Series B preferred stock, par
      value $0.01 per share, junior to the Company Series C preferred stock, par
      value
      $0.01 per share and senior to all other series of preferred
      stock.

    


    DIVIDEND
      RIGHTS

    Dividends
      or Distributions.
      The holders of Series D Preferred Stock shall be entitled to receive dividends
      or distributions on
      a pro rata basis according to their holdings of shares of Series D Preferred
      Stock on an as converted basis as provided in Section 4 hereof when and if
      dividends are declared on the Common Stock by the Board. Dividends
shall
      be paid in cash or property, as determined by the Board. 

    


    LIQUIDATION
      RIGHTS

    Liquidation
      Preference.
      The Series D Preferred Stock shall have no liquidation
      preference.

    


    CONVERSION
      RIGHTS

    Subject
      to the limitations set forth herein below, each share of Series D Preferred
      Stock held by the Holders shall be convertible (the “Conversion
      Rights”),
      at the option of the Holder of such share of Series D Preferred Stock, at any
      time and from time to time after December 31, 2006 through December 31, 2010,
      into that number of shares of Common Stock equal to the greater of (a) one
      tenth of one percent (0.1%) of the total number of shares of Common Stock issued
      and outstanding as of the last day of the fiscal quarter immediately preceding
      such date of conversation, calculated on a fully diluted basis after giving
      effect to the conversion of such share(s) of Series D Preferred Stock and (b)
      One Hundred Thousand (100,000) shares of Common Stock (“Conversion
      Shares”)
      at the office of the Company or any transfer agent for the Series D Preferred
      Stock. Each share of Series D Preferred Stock held by the Holders which has
      not
      been converted on or before June 30, 2009 into shares of Common Stock shall
      be
      convertible, at the option of the Holder of such share, at any time and from
      time to time after June 30, 2009 into one tenth of one percent (0.1%) of the
      total number of shares of Common Stock issued and outstanding on June 30, 2009,
      calculated on a fully diluted basis after giving effect to the conversion of
      such share(s) of Series D Preferred Stock (such shares shall also be referred
      to
      herein as “Conversion
      Shares”).
      The shares of Common Stock received upon conversion shall be fully paid and
      non-assessable shares of Common Stock. 

    Adjustments.
      The Conversion Rights of the Series D Preferred Stock as described in Section
      4.1 above shall be adjusted from time to time as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      the event of any reclassification of the Common Stock or recapitalization
      involving Common Stock (including a subdivision, or combination of shares or
      any
      other event described in this Section 4.2) the holders of the Series D Preferred
      Stock shall thereafter be entitled to receive, and provision shall be made
      therefore in any agreement relating to the reclassification or recapitalization,
      upon conversion of the Series D Preferred Stock, the kind and number of shares
      of Common Stock or other securities or property (including cash) to which such
      holders of Series D Preferred Stock would have been entitled if they had held
      the number of shares of Common Stock into which the Series D Preferred Stock
      was
      convertible immediately prior to such reclassification or recapitalization;
      and
      in any such case appropriate adjustment shall be made in the application of
      the
      provisions herein set forth with respect to the rights and interests thereafter
      of the holders of the Series D Preferred Stock, to the end that the provisions
      set forth herein shall thereafter be applicable, as nearly as reasonably may
      be,
      in relation to any shares, other securities, or property thereafter receivable
      upon conversion of the Series D Preferred Stock. An adjustment made pursuant
      to
      this subparagraph (a) shall become effective at the time at which such
      reclassification or recapitalization becomes effective.

     

    In
      the event the Company shall declare a distribution payable in securities of
      other entities or persons, evidences of indebtedness issued by the Company
      or
      other entities or persons, assets (excluding cash dividends) or options or
      rights not referred to in Section 4.2(a) above, the holders of the Series D
      Preferred Stock shall be entitled to a proportionate share of any such
      distribution as though they were the holders of the number of shares of Common
      Stock of the Company into which their shares of Series D Preferred Stock are
      convertible as of the record date fixed for the determination of the holders
      of
      shares of Common Stock of the Company entitled to receive such distribution
      or
      if no such record date is fixed, as of the date such distribution is
      made.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Procedures
      for Conversion. 

     

    In
      order to exercise the Conversion Rights pursuant to Section 4.1 above, the
      Seller shall deliver an irrevocable written notice of such exercise to the
      Company, at its principal office. The Holders shall, upon any conversion of
      such
      Series D Preferred Stock in accordance with this Section 4, surrender
      certificates representing such shares of Series D Preferred Stock to the
      Company, at its principal office, and specify the name or names in which the
      Seller wishes the certificate or certificates for shares of Common Stock to
      be
      issued. In case the Seller shall specify a name or names other than that of
      the
      Holders, such notice shall be accompanied by payment of all transfer taxes
      (if
      transfer is to a person or entity other than the holder thereof) payable upon
      the issuance of shares of Common Stock in such name or names. As promptly as
      practicable, and, if applicable, after0020payment of all transfer taxes (if
      transfer is to a person or entity other than the holder thereof), the Company
      shall deliver or cause to be delivered certificates representing the number
      of
      validly issued, fully paid and nonassessable shares of Common Stock to which
      the
      Holders shall be entitled. Such conversion, to the extent permitted by law,
      shall be deemed to have been effected as of the date of receipt by the Company
      of any notice of conversion pursuant to this Section 4.3(a), upon the occurrence
      of any event specified therein. Upon conversion of any shares of Series D
      Preferred Stock, such shares shall cease to constitute shares of Series D
      Preferred Stock and shall represent only a right to receive shares of common
      stock into which they have been converted.

     

    In
      connection with the conversion of any shares of Series D Preferred Stock, no
      fractions of shares of Common Stock shall be issued, but the Company shall
      pay
      cash in lieu of such fractional interest in an amount equal to the product
      such
      fractional interest multiplied by the Reported Last Price of the Common Stock.
      “Reported Last Price” means the
      reported price, regular way, or, in case no sale takes place on such day, the
      average of the reported closing bid and asked prices, regular way, of the Common
      Stock as reported on the National Market System of the National Association
      of
      Securities Dealers, Inc. Automated Quotation System
      (“NASDAQ”) or the Over-the-Counter
      Bulletin Board (“OTCBB”), as the case
      may be; or, if the Common Stock is so not quoted, the average of the closing
      bid
      and asked prices on such day as reported by NASDAQ or OTCBB, as the case may
      be;
      or, if bid and asked prices for the Common Stock on each such day shall not
      have
      been so reported, the average of the bid and asked prices for such day as
      furnished by any New York Stock Exchange member firm regularly making a market
      in the Common Stock selected for such purpose by the Company and if no such
      quotations are available, the fair market value of a share of the Common Stock,
      as determined by any New York Stock Exchange member firm regularly making a
      market in the Common Stock selected for such purpose by the Company.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Company shall at all times reserve and keep available out of its authorized
      Common Stock the full number of shares of Common Stock of the Company issuable
      upon the conversion of all outstanding shares of Series D Preferred Stock.
      In
      the event that the Company does not have a sufficient number of shares of
      authorized but unissued Common Stock necessary to satisfy the full conversion
      of
      the shares of Series D Preferred Stock, then the Company shall call and hold
      a
      meeting of the stockholders within forty-five (45) days of such occurrence
      for
      the sole purpose of increasing the number of authorized shares of Common Stock.
      The Board shall recommend to stockholders a vote in favor of such proposal
      and
      shall vote all shares held by them, in proxy or otherwise, in favor of such
      proposal. This remedy is not intended to limit the remedies available to the
      holders of the Series D Preferred Stock, but is intended to be in addition
      to
      any other remedies, whether in contract, at law or in
      equity.

     

    Notices
      of Record Date.
      In the event that the Company shall propose at any time: (i) to declare any
      dividend or distribution upon any class or series of capital stock, whether
      in
      cash, property, stock or other securities; (ii) to effect any reclassification
      or recapitalization of its Common Stock outstanding involving a change in the
      Common Stock; or (iii) to merge or consolidate with or into any other
      corporation, or to sell, lease or convey all or substantially all of its
      property or business, or to liquidate, dissolve or wind up; then, in connection
      with each such event, the Company shall mail to each holder of Series D
      Preferred Stock:

     

    at
      least twenty (20) days’ prior written notice of the date on which a record shall
      be taken for such dividend or distribution (and specifying the date on which
      the
      holders of the affected class or series of capital stock shall be entitled
      thereto) or for determining the rights to vote, if any, in respect of the
      matters referred to in clauses (ii) and (iii) in Section 4.4 above;
      and

     

    in
      the case of the matters referred to in Section 4.4 (ii) and (iii) above, written
      notice of such impending transaction not later than twenty (20) days prior
      to
      the stockholders’ meeting called to approve such transaction, or twenty (20)
      days prior to the closing of such transaction, whichever is earlier, and shall
      also notify such holder in writing of the final approval of such transaction.
      The first of such notices shall describe the material terms and conditions
      of
      the impending transaction (and specify the date on which the holders of shares
      of Common Stock shall be entitled to exchange their Common Stock for securities
      or other property deliverable upon the occurrence of such event) and the Company
      shall thereafter give such holders prompt notice of any material changes. The
      transaction shall in no event take place sooner than twenty (20) days after
      the Company has given the first notice provided for herein or sooner than ten
      (10) days after the Company has given notice of any material changes provided
      for herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    VOTING
      RIGHTS

    General.
      Except as otherwise provided herein or required by law, the holders of Series
      D
      Preferred Stock, on an “as converted” basis as of the time a vote is taken, and
      the holders of Common Stock shall vote together and not as separate
      classes.

    Preferred
      Stock.
      Each holder of shares of Series D Preferred Stock shall be entitled to cast
      a
      number of votes equal to the number of Conversion Shares to which such holder
      is
      entitled to receive in accordance with Section 4.1 hereof on all matters
      submitted to the stockholders of the Company for approval, which votes shall
      be
      distributed between the holders on a pro rata basis based upon the number of
      shares of Series D Preferred Stock held by the holders. Holders of Series D
      Preferred Stock shall be entitled to vote on all matters on which the Common
      Stock shall be entitled to vote. Each holder of Series D Preferred Stock shall
      be entitled to notice of any stockholders meeting in accordance with the Bylaws
      of the Company. Fractional votes shall not, however, be permitted and any
      fractional voting rights resulting from the above formula (after aggregating
      all
      shares into which shares of Series D Preferred Stock held by each holder could
      be converted), shall be disregarded. 

    


    MISCELLANEOUS

    Headings
      of Subdivisions.
      The headings of the various Sections hereof are for convenience of reference
      only and shall not affect the interpretation of any of the provisions
      hereof.

    Severability
      of Provisions.
      If any right, preference or limitation of the Series D Preferred Stock set
      forth
      herein (as this resolution may be amended from time to time) is invalid,
      unlawful or incapable of being enforced by reason of any rule of law or public
      policy, all other rights, preferences and limitations set forth in this
      resolution (as so amended) which can be given effect without the invalid,
      unlawful or unenforceable right, preference or limitation shall, nevertheless,
      remain in full force and effect, and no right, preference or limitation herein
      set forth shall be deemed dependent upon any other such right, preference or
      limitation unless so expressed herein.

    Stock
      Transfer Taxes.
      The Corporation shall pay any and all stock transfer and documentary stamp
      taxes
      that may be payable in respect of any issuance or delivery of shares of Series
      D
      Preferred Stock or shares of Common Stock or other securities issued on account
      of Series D Preferred Stock pursuant hereto or certificates representing such
      shares or securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Transfer
        Agent.
        The Corporation may appoint, and from time to time discharge and/or replace,
        a
        transfer agent of the Series D Preferred Stock. Upon any such appointment
        or
        discharge of a transfer agent, the Corporation shall send notice thereof
        by
        first-class mail, postage prepaid, to each holder of record of Series D
        Preferred Stock.

    

    Transferability.
      Subject to any transfer restriction agreements that my be entered into by the
      holders of Series D Preferred Stock, the Series D Preferred Stock shall be
      transferable by the holders, provided that such transfer is made in compliance
      with applicable federal and state securities laws.

     

    [Signature
      Page to Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this amended and restated Certificate of Designation to
      be
      signed, under penalties of perjury, by W. Chris Mathers, its Chief Financial
      Officer.

     

    
      	
              Dated: December
                5, 2007

            	TURNAROUND
              PARTNERS, INC.
	 	 	 
	 	
              By:

            	
              /s/
                W. Chris Mathers

            
	 	
              Name:

            	
              W.
                Chris Mathers 

            
	 	
              Title:

            	
              Chief
                Financial Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    PLEASE
      SEE QUARTERLY REPORT OF THE COMPANY AT 

    SEPTEMBER
      30, 2007 FILED WITH THE SEC ON NOVEMBER 13, 2007