**Exhibit
      2.1**




**STOCK
      EXCHANGE & ACQUISITION AGREEMENT**







**STOCK
      EXCHANGE AGREEMENT** (hereinafter
      sometimes referred to as the “Agreement”) dated as of September 12, 2002 by and
      among Real Time Cars, Inc, a corporation organized under the laws of the State
      of Nevada (“RTCI”) and SiteWorks Inc (SRKS ) a corporation organized under the
      laws of the State of Florida (“SRKS”)




**W
      I T N E S S E T H**





**WHEREAS** ,
      immediately prior to the date hereof, SRKS has authorized 20,000,000 common
      shares and 500,000 preffereed shares with 100 common shares issued and
      outstanding; and





**WHEREAS** ,
      RTCI
      desires to acquire all of the validly issued and outstanding shares  of
      SiteWorks Inc; (collectively referred to as the “SRKS” Common Stock”), in
      exchange for an aggregate of all (100%) 12,000,000 shares and 500.000 prefeered
      shares in issued securities of RTCI ’s Common Stock (the “RTCI” Common Stock”),
      and





**WHEREAS** ,
      SRKS
      desires to be acquired by RTCI in a combination as herein set
      forth.





**NOW,
      THEREFORE** ,
      in
      consideration of the premises and the mutual covenants and agreements set forth
      herein, the parties hereto do hereby agree as follows:





**ARTICLE
      I**


**EXCHANGE
      OF SECURITIES**





1.1 Issuance
      of Shares .
      Subject
      to all the terms and conditions of this Agreement, SRKS agrees to exchange
      all
      fully paid and nonassessable shares of its Common Stock for all of the RTCI
      Shares, held by the RTCI Shareholders. The SRKS Common Stock will be issued
      directly to the RTCI Shareholders in a timely many after the effective date
      of
      the Closing.





1.2 Exemption
      from Registration .
      The
      parties hereto hereby agree that SRKS Common Stock to be issued by SRKS to
      the
      RTCI Shareholders shall
      be restricted pursuant to Rule 144 and
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the"Act"), and pursuant to Section 4(2) of the Act and the rules and
      regulations promulgated thereunder. However SRKS is in the process of
      registration (pursuant to an SB 2 filing) and when the filing is effective,
      the
      shares shall immediately become freely trading and negotiable.











**ARTICLE
      II**


**REPRESENTATIONS
      AND WARRANTIES OF RTCI**




RTCI,
      jointly and severally, hereby represent and warrant to SRKS each and all of
      the
      following:





2.1  Organization
      and Qualification .
      RTCI is
      a corporation duly organized, validly existing and in good standing under the
      laws of Nevada; has the full corporate power and authority to own or lease
      its
      property and carry on its business as now being conducted; and is duly qualified
      to do business and is in good standing in each jurisdiction in which the
      character of its properties owned or leased or the nature of its business
      transacted makes such qualification necessary, except where the failure to
      be so
      qualified would not have a material adverse effect on the business, assets,
      properties, operations, results of operations, condition (financial or
      otherwise) or prospects of RTCI (“Material Adverse Effect”).





2.2  Capitalization .
      The
      authorized capital stock of RTCI is 500,000 shares ,issued and outstanding
      and
      held of record and beneficially by the RTCI Shareholders. All of the outstanding
      shares of capital stock of RTCI have been duly and validly issued, are fully
      paid and nonassessable, with no personal liability attaching to the ownership
      thereof and in each case the issuance thereof was in conformity with all
      applicable federal and state securities laws.





2.3  Ownership
      of the Stock and Authority .
      All the
      issued and outstanding shares of RTCI held by the RTCI Shareholders are free
      and
      clear of all claims, liabilities, liens, pledges, charges, encumbrances or
      equities of any king. This Agreement constitutes, or when executed and delivered
      pursuant hereto will constitute, the valid and legally binding obligations
      of
      each of the RTCI Shareholders, enforceable against each of them in accordance
      with their respective terms. There are no outstanding subscriptions, options,
      rights, warrants, debentures, instruments, securities or other agreements or
      commitments obligating RTCI to issue or to transfer from treasury any additional
      shares of its capital stock of any class.





2.4  Subsidiaries .
      As of
      the date of this Agreement, RTCI has no subsidiaries,.


RTCI
      does
      not own any interest in any other enterprise (whether or not such enterprise
      is
      a corporation).




2.5  Financial
      Statements .
      At or
      prior to the Closing, and attached as Exhibit
      2.5 hereof,
      SRKS shall be furnished with an audited financial statements of RTCI (the
“Financial Statements”), which shall present fairly, in all material respects,
      the financial condition of RTCI as at the date reflected therein and for the
      period then ending. There shall be no material debt, liability or obligation
      of
      any nature, whether accrued, absolute, contingent or otherwise, and whether
      due
      or to become due, that is not reflected in the Financial Statements or otherwise
      reflected herein.





2.6  Litigation .
      There
      is no litigation, legal or administrative proceeding, investigation or other
      action or proceeding of any nature pending or, to the knowledge of RTCI,
      threatened against or affecting RTCI, directly or indirectly in any
      way.





2.7  Certain
      Agreements .
      RTCI is
      not in default of any contract, agreement, undertaking or arrangement to which
      it is bound whereby such default could be reasonably expected to have a Material
      Adverse Effect.





2





2.8  Directors
      and Officers . Exhibit
      2.8 to this
      Agreement, the text of which is hereby incorporated herein by reference,
      contains the names and titles of all directors and officers of RTCI as of the
      date of this Agreement.





2.9  Absence
      of Changes .
      Since
      the date of the balance sheet included in Exhibit
      2.5 ,
      there
      has not been any change in the financial condition or operations of RTCI except
      changes in the ordinary course of business, which changes have not in the
      aggregate been materially adverse.





2.10  Absence
      of Undisclosed Liabilities .
      Except
      as reflected in the Financial Statements or as otherwise reflected herein,
      RTCI
      shall have, as of the date thereof, no material liability or financial
      obligation, secured or unsecured, whether accrued, absolute, contingent or
      otherwise.





2.11  Tax
      Returns .
      Except
      as described in Exhibit
      2.11 hereto,
      RTCI **,** within
      the times and in the manner prescribed by law, **** has
      filed
      all federal, state and local tax returns required by law and has paid all taxes,
      assessments and penalties due and payable. The provisions for taxes, if any,
      reflected in the balance sheet included in Exhibit
      2.5 are
      adequate and any and all federal, state, county and local taxes for the year
      ending on the date of that balance sheet and for all prior years, whether or
      not
      disputed. There are no present disputes as to taxes of any nature payable by
      RTCI.




2.12 Patents,
      Trademarksand Service
      Marks.Schedule
      2.12lists
      all patents, trade names,
      trademarks and service marks, all patent, trademark and service mark
      registrations or applications, both domestic and foreign, presently owned,
      used
      or held by RTCI **** and
      all
      copyrights and copyright and registrations, domestic and foreign, relating
      to
      materials or services sold, provided, leased or licensed by RTCI in the course
      of its business, all of which are collectively referred as the "Proprietary
      Rights". Schedule
      2.12 also
      lists all licenses, if any, granted by or to RTCI. Except as set forth in Schedule
      2.12. ,
      RTCI
      has not granted to any person, firm or corporation, any right, license or
      privilege in any of the Proprietary Rights or know-how used in the business
      of
      RTCI nor have such Proprietary Rights or know-how been revealed to any persons
      other than its employees, customers and consultants. No Proprietary Rights
      or
      applications or grants of licenses, set forth in Schedule
      2.12 ,
      are
      subject to any pending or threatened challenge, except as indicated in Schedule
      2.12 .
      RTCI
      possesses all rights necessary to continue to conduct its business, and to
      utilize the processes and market its products and services heretofore, utilized
      and marketed in the conduct of such business, without payment of any royalties,
      fees or other consideration, except as disclosed in Schedule
      2.12 .
      Each of
      the representations and warranties made by B.J. in the Technology Agreement
      is
      true and correct in all material respects.





2.13  Insurance
      Policies . Exhibit
      2.13 to this
      Agreement, the text of which is hereby incorporated herein by reference, is
      a
      description of all insurance policies held by RTCI concerning its business
      and
      properties, all of which such policies are in full force and effect with all
      premiums due thereon, having been paid. All of these policies are in the
      respective amounts set forth in Exhibit
      2.13 .





2.14  Compliance
      with Laws .
      RTCI
      has complied with, and is not in violation of any applicable federal, state
      or
      local statutes, laws and regulations (including, without limitation, any
      building, zoning or other law, ordinance or regulation) affecting its properties
      or the operation of its business.





3


2.15  Authority .
      The
      Board of Directors of RTCI has authorized the execution of this Agreement and
      the consummation of the transactions contemplated herein, and RTCI has full
      power and authority to execute, deliver and perform this Agreement, and this
      Agreement is a legal, valid and binding obligation of RTCI and is enforceable
      in
      accordance with its terms and conditions. Attached hereto as Exhibit
      2.15 are such
      Board Resolutions authorizing the execution of this Agreement.





2.16  Ability
      to Carry Out Obligations .
      The
      execution and delivery of this Agreement by RTCI and the performance by RTCI
      of
      its obligations hereunder in the time and manner contemplated will not cause,
      constitute or conflict with or result in; (a) any breach or violation of any
      of
      the provisions of or constitute a default under any license, indenture,
      mortgage, charter, instrument, article of incorporation, by-laws, or other
      agreement or instrument to which RTCI is a party, or by which it may be bound,
      nor will any consents or authorizations of any party other than those hereto
      be
      required, (b) an event that would permit any party to any agreement or
      instrument to terminate it or to accelerate the maturity of any indebtedness
      or
      other obligation of **** RTCI **** or,
      (c)
      an event that would result in the creation or imposition of any lien, charge
      or
      encumbrance on any asset of RTCI.





2.17  Full
      Disclosure .
      None of
      the representations and warranties made by RTCI , or in any exhibit, certificate
      or memorandum furnished or to be furnished by RTCI or in its behalf, contains
      or
      will contain any untrue statement of material fact, or omit any material fact,
      the omission of which would be misleading.





2.18  Assets . Exhibit
      2.18 to this
      Agreement, the text of which is hereby incorporated herein by reference, is
      a
      list, description and approximate value of all of its property, of which RTCI
      has good and marketable title to, and such property is subject only to liens
      and
      encumbrances created by the security agreements and other contracts listed
      in Exhibit
      2.18 hereto.





2.19  Material
      Contracts .
      Except
      as listed in Exhibit
      2.19 hereto,
      and except as otherwise disclosed herein, RTCI has no contracts to which it
      is a
      party or by which it is bound.





4


2.20  Employees . Exhibit
      2.20 to this
      Agreement sets forth information concerning the employees of RTCI, including
      the
      names of the executive officers and managers of RTCI, the salaries paid to
      such
      persons, the total number of employees of RTCI, and the general policies of
      RTCI
      concerning compensation of employees as of date of this Agreement.





2.21  Indemnification .
      RTCI ,
      jointly and severally, agree to defend and hold SRKS **** harmless,
      and in respect to, any and all claims, demands, losses, costs, expenses,
      obligations, liabilities, damages, recoveries and deficiencies, including
      interest, penalties and reasonable attorney fees, that they shall incur or
      suffer, which arise out of, result from or relate to any breach of, or failure
      by RTCI and/or the RTCI Shareholders to perform any of their respective
      representations, warranties, covenants and agreements in this Agreement or
      in
      any exhibit or other instrument furnished or to be furnished by RTCI and/or
      the
      RTCI Shareholders under this Agreement.





**ARTICLE
      III**


**REPRESENTATIONS
      AND WARRANTIES OF SRKS**





SRKS
      hereby represents and warrants to RTCI and RTCI Shareholders that:





3.1  Organization. SRKS is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Florida, having all necessary corporate powers to own
      its
      properties to carry on its business as now owned and operated by it **,** and **** is
      duly
      qualified to do business and is in good standing in each of the states where
      its
      business requires qualification.





3.2  Capital. The
      authorized capital stock of SRKS is 200,000,000 shares of Common Stock, $ .001
      par value and 500,000 shares of Preferred stock, in one or more series. There
      are, as of the date of this Agreement, approximately 100 Common Shares issued
      and outstanding. No shares of the Preferred Stock have been designated or
      issued. All of the issued and outstanding shares of SRKS **** are
      duly
      and validly issued, fully paid and nonassessable. There are no outstanding
      subscriptions, options, rights, warrants, debentures, instruments, securities
      or
      other agreements or commitments obligating SRKS to issue or to transfer from
      treasury any additional shares of its capital stock of any class.




3.3  Subsidiaries .
      SRKS
      does not have any subsidiaries or own any interest in any other enterprise
      (whether not such enterprise is a corporation), except as indicated in Exhibit
      3.3 .





3.4  Directors
      and Officers . Exhibit
      3.4 to this
      Agreement, the text of which is hereby incorporated herein by reference,
      contains the names and titles of all directors and officers of SRKS **** as
      of the
      date of this Agreement.





3.5  Financial
      Statements . Exhibit
      3.5 to this
      Agreement, the text of which is hereby incorporated herein by reference,
      includes the audited financial statements of SRKS for the nine months ended
      September 30, 2003. Such financial have been prepared in accordance with
      generally accepted accounting principles and practices consistently followed
      SRKS throughout the period indicated, and correctly sets forth the financial
      condition of SRKS as of the date thereof and for the period then
      ended.





5


3.6  Absence
      of Changes .
      Since
      the date of the balance sheet included in Exhibit
      3.5 ,
      there
      has not been any change in financial condition or operations of SRKS except
      changes in the ordinary course of business, which changes have not in the
      aggregate been materially adverse.





3.7  Absence
      of Undisclosed Liabilities .
      As of
      the date the balance sheet, SRKS did not have any material debt, liability
      or
      obligation of any nature, whether accrued, absolute, contingent or otherwise,
      and whether due or to become due, that is not reflected in such balance
      sheet.





3.8  Tax
      Returns .
      Except
      as described in Exhibit
      3.8 hereto,
      SRKS **,** within
      the times and in the manner prescribed by law, has filed all federal, state
      and
      local tax returns required by law and has paid all taxes, assessments and
      penalties due and payable. The provisions for taxes, if any, reflected in the
      balance sheet included in Exhibit
      3.5 are
      adequate for any and all federal, state, county and local taxes for the period
      ending on the date of that balance sheet and all prior periods, whether or
      not
      disputed. There are no present disputes as to taxes of any nature payable by
      SRKS .





3.9  Investigation
      of Financial Condition .
      Without, in any manner, reducing or otherwise mitigating the representations
      contained herein, RTCI and/or its attorneys shall have the opportunity to meet
      with accountants and attorneys to determine the financial condition of SRKS
      .
      SRKS shall make available to RTCI and/or its attorneys, all books and records
      of
      SRKS . If the transaction contemplated hereby is not completed, all documents
      received by RTCI and/or **** SRKS
      and/or their attorneys shall be returned to the respective parties and all
      information so received shall be treated as confidential.





3.10  Patents,
      Formulas, Trademarks and Service Marks . Schedule
      3.10 lists
      all patents, formulas, trade names, trademarks and service marks, all patent,
      formulas, trademark and service mark registrations or applications, both
      domestic and foreign, presently owned, used or held by SRKS **** and
      all
      copyrights and copyright and registrations, domestic and foreign, relating
      to
      materials or services sold, provided, leased or licensed by SRKS in the course
      of its business, all of which are collectively referred as the "Proprietary
      Rights". Schedule
      3.10 also
      lists all licenses, if any, granted by or to **** SRKS
      .
      Except as set forth in Schedule
      3.10. ,
      SRKS
      has not granted to any person, firm or corporation, any right, license or
      privilege in any of the Proprietary Rights or know-how used in the business
      of
      SRKS nor have such Proprietary Rights or know-how been revealed to any persons
      other than its employees, customers and consultants.





3.11  Compliance
      with Laws .
      SRKS
      has complied with, and is not in violation of, applicable federal, state or
      local statutes, laws and regulations (including, without limitation, any
      applicable building, zoning or other law, ordinance or regulation) affecting
      its
      properties or the operation of its business.





6





3.12  Litigation .
      Except
      as described in Exhibit3.12 ,
      SRKS is
      not a party to any suit, action, arbitration or legal, administrative or other
      proceeding, or governmental investigation pending or, to the best knowledge,
      threatened against or affecting SRKS or its business, assets or financial
      condition. SRKS is not in default with respect to any order, writ, injunction,
      or decree of any federal, state, local or foreign court, department, agency
      or
      instrumentality applicable to it. SRKS is not engaged in any lawsuits to recover
      moneys due to it.





3.13  Authority .
      The
      Board of Directors of SRKS have authorized the execution of this Agreement
      and
      the consummation of transactions contemplated herein, and SRKS has full power
      and authority to execute, deliver and perform this Agreement, and this Agreement
      is a legal, valid and binding obligation of SRKS and is enforceable in
      accordance with its terms and conditions.





3.14  Ability
      to Carry Out Obligations .
      The
      execution and delivery of this Agreement by SRKS and the performance
      by **** SRKS
      of
      its obligations hereunder, in the time and manner contemplated, will not cause,
      constitute or conflict with or result in; (a) any breach or violation of any
      of
      the provisions of or constitute a default under any license, indenture,
      mortgage, charter, instrument, articles of incorporation, by-laws, or other
      agreements or instrument to which SRKS is a party, or by which it may be bound,
      nor will any consents or authorizations of any party other than those hereto
      be
      required, (b) an event that would permit any party to any agreement or
      instrument to terminate it or to accelerate the maturity of any indebtedness
      or
      other obligation of SRKS or (c) an event that would result in the creation
      or
      imposition of any lien, charge or encumbrance on any asset of SRKS
      .





3.15  Validity
      of SRKS Shares .
      The
      shares of SRKS Common Stock and the SRKS Preferred Stock to be delivered to
      the
      RTCI Shareholders pursuant this Agreement, when issued in accordance with the
      provisions of this Agreement, will be duly authorized, validly issued, fully
      paid and nonassessable.





3.16  Full
      Disclosure .
      None of
      the representations and warranties made by SRKS herein, or in any exhibit,
      certificate or memorandum furnished or to be furnished by SRKS or on its behalf,
      contains or will contain any untrue statement of material fact, or omit any
      material fact, the omission of which would be misleading.





3.17  Assets . **** SRKS
      has
      good and marketable title to all of its property and such property is subject
      only to liens and encumbrances created by the security agreements and other
      contracts listed in Exhibit
      3.18 hereto.





3.18  Material
      Contracts .
      Except
      as listed in Exhibit
      3.18 hereto,
      and except as otherwise disclosed herein, SRKS has no material contracts to
      which it is a party or by which it bound.





3.19  Indemnification .
      SRKS
      agrees to defend and hold RTCI and the RTCI Shareholders harmless against and
      in
      respect of any and all claims, demands, losses, costs, expenses, obligations,
      liabilities, damages, recoveries and deficiencies, including interest, penalties
      and reasonable attorney fees, that they shall incur or suffer, which arise
      out
      of, result from or relate to any breach of, or failure by SRKS to perform any
      of
      its respective representations, warranties, covenants and agreements in this
      Agreement or in any exhibit or other instrument furnished or to be furnished
      by **** SRKS
      under this Agreement.





7




**ARTICLE
      IV**


**REPRESENTATIONS
      AND WARRANTIES OF THE RTCI SHAREHOLDERS**





4.1  Share
      Ownership .
      Each
      RTCI Shareholder holds RTCI Shares, as set forth in Schedule
      4.1, hereto.
      Each RTCI Shareholder thereof owns of record and such RTCI Shares beneficially,
      and such shares are not subject to any claims, liabilities, liens, charges,
      encumbrances or equities of any kind. Each RTCI Shareholder holds authority
      to
      exchange shares pursuant to this Agreement and the delivery of the RTCI Shares
      to SRKS at the Closing, will transfer to SRKS valid title thereto, free and
      clear of all claims, liabilities, liens, pledges, charges, and equities of
      any
      kind.





4.2  Investment
      Intent .
      Each
      RTCI Shareholder understands and acknowledges that the shares of SRKS Common
      Stock are being offered for exchange in reliance upon the exemption provided
      in
      4(2) of the Act for non public offerings; and each RTCI Shareholder makes the
      following representations and warranties, with the intent that the same may
      be
      relied upon in determining suitability of each RTCI Shareholder as a purchaser
      of the SRKS Common Stock.





(a)  The
      SRKS
      Common Stock is being acquired solely for the account of each RTCI Shareholder,
      for investment purposes only, and not with a view toward, or for sale in
      connection with, any distribution thereof and with no present intention of
      distributing reselling any part of the SRKS Common Stock.





(b)  Each
      RTCI
      Shareholder agrees not to dispose of his SRKS Common Stock or any portion
      thereof unless and until counsel for SRKS shall have determined that the
      intended disposition is permissible and does not violate the Act or any
      applicable state securities laws, or the rules and regulations
      thereunder.





(c)  Each
      RTCI
      Shareholder acknowledges that SRKS has made all documents pertaining to all
      aspects of the Exchange Offer available to him/her and to his/her qualified
      representatives, if any, and has offered such person(s) an opportunity to
      discuss the Exchange Offer with an/the officer(s) of SRKS .





(d)  Each
      RTCI
      Shareholder is knowledgeable and experienced in making and evaluating
      investments of this nature and desires to accept the Exchange Offer on the
      terms
      and conditions set forth.





(e)  Each
      RTCI
      Shareholder is able to bear the economic risk of an investment, as a result
      of
      the Exchange Offer, in the SRKS Common Stock.





8





(f)  Each
      RTCI
      Shareholder understands that an investment in SRKS Common Stock is not liquid,
      and each RTCI Shareholder has adequate means of providing for current needs
      and
      personal contingencies and has no need for liquidity in this
      investment.





4.3  Indemnification .  Each
      RTCI
      Shareholder recognizes that the offer of the SRKS Common Stock to him/her is
      based upon his/her representations and warranties set forth and contained
      herein, hereby agrees to indemnify and hold harmless SRKS against all liability,
      costs or expenses (including reasonable attorney’s) arising as a result of any
      misrepresentation made herein by each RTCI Shareholder.





4.4  Legend .  Each
      RTCI
      Shareholder agrees that the certificate evidencing the SRKS Common Stock
      acquired pursuant this Agreement will have a legend placed thereon stating
      that
      the SRKS Common Stock have not been registered under the Act or any state
      securities laws and setting forth, or referring to the restriction on
      transferability and sale of the SRKS Common Stock.







**ARTICLE
      V**


**COVENANTS**





5.1  Investigative
      Rights .
      As
      between SRKS and RTCI, from the date of this Agreement until the Closing Date,
      each party shall provide to the other party, and such other party's counsels,
      accountants, auditors, and other authorized representatives, full access during
      normal business hours and upon reasonable advance written notice to all of
      each
      party's properties, books, contracts, commitments and records for the purpose
      of
      examining the same. Each party shall furnish the other party with all
      information concerning each party's affairs as the other party may reasonably
      request.





5.2  Conduct
      of Business .
      Prior
      to the Closing, SRKS and RTCI shall conduct their business in the normal course,
      and shall not sell, pledge, or assign any assets, without the prior approval
      of
      the other party, except in the regular course of business. Neither SRKS nor
      RTCI
      shall amend their Articles of Incorporation or By-Laws, declare dividends,
      redeem or sell stock or other securities, incur additional or newly-funded
      liabilities, acquire or dispose of fixed assets, change employment terms, enter
      into any material or long-term contract, guarantee obligations of any third
      party, settle or discharge any balance sheet receivable for less than its stated
      amount, pay more on any liability than its stated amount, or enter into any
      other transaction other than in the regular course of business.




**ARTICLE
      VI**


**-DOCUMENTS**





6.1  Preparation .
      Subsequent to the Closing, SRKS will use its best efforts to file the necessary
      documents (the “Documents”) with the Securities and Exchange Commission (the
      "Commission" in order to permit subsequent trading of the SRKS Common Stock
      on
      the Bulletin Board. It is understood that such necessary Documents may include
      one or more of the following documents; Form 10K or Form 10Ksb, Form 10Q or
      Form
      10Qsb, and/or Form 10 or Form 10sb. Each of RTCI’s and SRKS ’s Officers and
      Directors shall cooperate in the prompt preparation of the necessary Documents,
      which fully complies with the requirements of the Commission, and shall each
      use
      its best efforts to receive and respond to the comments of the Commission.
      Each
      of RTCI and SRKS agrees to provide, promptly to the other, such information
      concerning its business and financial statements and affairs as, in the
      reasonable judgement of the other party or its counsel, may be required or
      appropriate for inclusion in such Documents, or in any amendments or supplements
      thereto, and to cause its counsel and auditors to cooperate with the other's
      counsel and auditors in the preparation of such Documents. RTCI and SRKS each
      further agree to use its best efforts to have such Documents declared effective,
      if necessary, by the Commission as soon as may be practicable.





9





6.2  Warranties
      and Covenants of RTCI .
      RTCI
      represents and warrants to SRKS that the Documents, insofar as it contains
      information pertaining to RTCI, furnished by RTCI, for inclusion therein, will
      comply in all material respects with requirements of the Commission, and the
      applicable rules and regulations, and that such information will contain no
      untrue statement of any material fact and will not omit to state any material
      fact required to be stated therein or to make the statements therein not
      misleading. RTCI will promptly advise SRKS if at any time, prior to the Closing
      Date, it shall obtain knowledge of any facts that might make it necessary or
      appropriate to amend or supplement the Documents, in order to make the
      statements therein not misleading or to comply with applicable law.





6.3  Warranties
      and Covenants of SRKS .
      SRKS
      represent and warrant to RTCI that the Documents, insofar as it contains
      information pertaining to and furnished by SRKS , for inclusion therein, shall
      comply in all respects with the requirements of the Commission, and applicable
      rules and regulations, and that such information will contain no untrue
      statement of any fact will not omit to state any fact required to be stated
      therein or necessary to make the statements therein not misleading. SRKS will
      promptly advise RTCI if at any time prior to the Closing Date they shall obtain
      knowledge of any facts that might make it necessary or appropriate to amend
      or
      supplement the Documents in order to make the statements therein not misleading
      or to comply with applicable law.





**ARTICLE
      VII**


**CONDITIONS
      PRECEDENT TO SRKS 'S PERFORMANCE.**





7.1  Conditions .
      SRKS 's
      obligations hereunder shall be subject to the satisfaction, at or before the
      Closing, of all conditions set forth in this Article VII. SRKS may waive any
      or
      all of these conditions in whole or in part without prior notice; provided,
      however, that no such waiver of a condition constitute a waiver by SRKS of
      any
      other condition of any of SRKS 's other rights or remedies, at law or in equity,
      if RTCI shall be in default of any of their representations, warranties or
      covenants under this Agreement.





7.2  Accuracy
      of Representation .
      Except
      as otherwise permitted by this Agreement, all representations and warranties
      by
      RTCI and the RTCI Shareholders in this Agreement, or in any written statement
      that shall be delivered to SRKS by RTCI and RTCI Shareholders under this
      Agreement shall be true and accurate on as of the Closing Date, as though made
      at that time.





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7.3  Performance .
      RTCI
      and the RTCI Shareholders shall have performed, satisfied, or complied with
      all
      covenants, agreements and conditions required by this Agreement to be performed
      or complied with by it, on or before the Closing Date.





7.4  Absence
      of Litigation .
      No
      action, suit or proceeding before any court or any governmental body or
      authority, pertaining to the transaction contemplated by this Agreement or
      to
      its consummation, shall have been instituted or threatened against RTCI or
      the
      RTCI Shareholders on or before the Closing Date.




7.5 
Directors
      of RTCI.
      Effective on the Closing, the number of Directors of RTCI shall
      be
      increased, if necessary, and the Board of Directors shall include Nick
      Palmer.





7.6  Officer's
      Certificate and the RTCI Shareholders Certificate .
      RTCI
      shall have delivered to SRKS a certificate, substantially in the form attached
      hereto as Exhibit
      7.6 ,
      dated
      the Closing Date, and signed by the President of RTCI certifying that each
      of
      the conditions specified in Sections 7.1 through 7.5 have been fulfilled, and
      each of the RTCI Shareholders shall deliver a certificate to the same
      effect.








**ARTICLE
      VIII**


**CONDITIONS
      PRECEDENT TO RTCI'S AND RTCI SHAREHOLDERS' PERFORMANCE**





8.1  Conditions .
      RTCI's
      and the RTCI Shareholders’ obligations hereunder shall be subject to the
      satisfaction, at or before the Closing, of all of the conditions set forth
      in
      this Article VIII. RTCI and the RTCI Shareholders may waive any or all of these
      conditions in whole or in part without prior notice; provided, however, that
      such waiver of a condition shall constitute a waiver by RTCI and the RTCI
      Shareholders of any other condition of or any of RTCI’s or the RTCI
      Shareholders’ rights or remedies at law or in equity, if SRKS shall be in
      default of any of its representations, warranties or covenants under this
      Agreement.





8.2  Accuracy
      of Representations .
      Except
      as otherwise permitted by this Agreement, all representations and warranties
      by
      SRKS in this Agreement or in any written statement that shall be delivered
      to
      RTCI and/or the RTCI Shareholders by SRKS under this Agreement shall be true
      and
      accurate on and as of the Closing Date as though made at that time.




8.3  Performance .
      SRKS
      shall have performed, satisfied and complied with all covenants, agreements
      and
      conditions required by this Agreement to be performed or complied with by it,
      on
      or before the Closing Date.





8.4  Absence
      of Litigation .
      No
      action, suit or proceeding before any court or any governmental body or
      authority, pertaining to the transaction contemplated by this Agreement or
      to
      its consummation, shall have been instituted or threatened against SRKS on
      or
      before the Closing Date.





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8.5  Officer's
      Certificate .
      SRKS
      shall have delivered to RTCI and the RTCI Shareholders a certificate, dated
      the
      Closing Date, signed by the President of SRKS , certifying each of the
      conditions specified in Sections 8.1 through 8.5 have been
      fulfilled.








**ARTICLE
      IX**


**CLOSING**





9.1  Closing.
      The Closing (the "Closing") of this transaction shall be held at the offices
      of
      SiteWorks Inc , or such other place as shall be mutually agreed upon, on the
      fifth business day following the satisfaction of all of the conditions to
      closing as set forth in Articles VII and VIII hereof, or on such other date
      as
      shall be mutually agreed upon by the parties (the "Closing Date"). At the
      Closing:




(a)
Each
      RTCI
      Shareholder shall present the certificate(s) and/or instrument(s) representing
      his/her RTCI Shares, being exchanged for SRKS Common Stock and such
      certificates, instruments, if applicable, will be duly endorsed and/or signed
      over to SRKS ; and


(b)
                Each RTCI Shareholder shall receive a certificate(s) representing
                the
                number of shares of SRKS Common Stock for which the RTCI Shares represents
                as stated inSchedule
                4.1hereof. It is understood and agreed that at the Closing it will be
                sufficient to satisfy this requirement by delivering to RTCI a copy
                of an
                appropriate instruction letter, addressed to the transfer agent,
                and


(c)
      The
      parties shall produce such other documents and certificates as required by
      Articles VII and VIII hereof.








**ARTICLE
      X**


**MISCELLANEOUS**





10.1  Captions
      and Headings .
      The
      Articles and paragraphs throughout this Agreement are for convenience and
      reference only, and shall in no way be deemed to define, limit or add to the
      meaning of any provision of this Agreement.





10.2  No
      Oral Change .
      This
      Agreement and any provisions hereof, may not be waived, changed, modified or
      discharged orally, but it can be changed by an agreement in writing signed
      by
      the party against whom enforcement of any waiver, change, modification or
      discharge is sought.





10.3  Non-Waiver .
      Except
      as otherwise expressly provided, no waiver of any covenant, condition or
      provision of this agreement shall be deemed to have been made unless expressly
      in writing and signed by the party against whom such waiver is; and (i) the
      failure of any party to insist on any one or more cases upon the performance
      of
      any of the provisions, covenants or conditions of this Agreement or to exercise
      any option herein contained shall not be construed as a waiver or relinquishment
      for future of any such provisions, covenants or conditions, (ii) the acceptance
      of performance of anything required by this Agreement to be performed with
      knowledge of the breach or failure of a covenant, condition or provision hereof
      shall not be deemed waiver of such breach or failure, and (iii) no waiver by
      any
      party of one breach by another party shall be construed as a waiver with respect
      to any other or subsequent breach.





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10.4  Termination
      of Agreement .
      This
      Agreement may be terminated at any time before the Closing,


(a)
            By
                mutual consent of the parties
                hereto;


(b)
            By
                RTCI and SRKS (provided they are not in breach hereunder) if any
                of


the
      conditions precedent set forth in Article VII hereof have not been met or waived
      in writing by SRKS prior to the Closing;


(c)
            By
                RTCI and the RTCI Shareholders (provided they are not in breach hereunder)
                if any of the conditions precedent set forth in Article VIII hereof
                have
                not been met or waived in writing by RTCI and the RTCI Shareholders,
                prior
                to the Closing.





Unless
      the termination has been caused by the willful failure of SRKS , on one hand,
      or
      RTCI, and the RTCI Shareholders, on the other hand, as the case may be, to
      perform or satisfy any agreement, undertaking or condition to be performed
      or
      satisfied by it hereunder, SRKS shall have no further obligation or liability
      to
      RTCI and the RTCI Shareholders under this Agreement, and RTCI and the RTCI
      Shareholders shall have no further obligation or liability to SRKS under this
      Agreement.





10.5  Entire
      Agreement .
      This
      Agreement contains the entire agreement and understanding between the parties
      hereto, and supersedes all prior agreements and understandings. The terms of
      the
      letter of intent dated September 10, 2003, attached, are hereby incorporated
      by
      reference to the extent permitted by law and the regulatory
      authorities.





10.6  Choice
      of Law .
      The
      laws of the State of Florida shall govern this Agreement and its
      application.





10.7  Counterparts .
      This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. This Agreement shall be binding upon each of the
      parties named in and who has signed this Agreement, immediately upon a majority
      of the common shareholders having signed a counterpart hereof. For the purposes
      hereof-facsimile signatures shall be deemed original and effective signatures.




10.8  Notices .
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given on the date of service
      if served personally on the party to whom notice is to be given, or on the
      third
      day after mailing, if mailed to the party to whom notice is be given, by first
      class mail, registered or certified, postage prepaid, and properly addressed
      as
      follows:





13





RTCI
      Inc.


2534
      N
      Miami Ave , Miami Florida 33127




Attn:
      C M
      Nurse, Chairman, CEO








Carl
      M
      Nurse/Steworks, Inc


2534
      N
      Miami Ave


Miami,
      Florida 33127




With
      a
      copy to:





RTCI
      and
      the RTCI Shareholders:





RTCI
      Inc.




Att:
      C M
      Nurse , Chairman, CEO








10.9  Binding
      Effect .
      This
      Agreement shall inure to and be binding upon the heirs, executors, personal
      representatives, successors and assigns of each of the parties to this
      Agreement.





10.10  Effect
      of Closing .
      All
      representations, warranties, covenants and agreements of the parties contained
      in this Agreement, or in any instrument, certificate, opinion or other writing
      provided for in it, shall survive the Closing of this Agreement.





10.11  Mutual
      Cooperation .
      The
      parties hereto shall cooperate with each other to achieve the purpose of this
      Agreement, and shall execute such other and further documents and take such
      other and further actions as may be necessary or convenient to the transaction
      described herein.





10.12  Brokers .
      The
      parties hereto represent and agree that no broker has brought about the
      aforementioned exchange for stock and no finder's fee has been paid or is
      payable by any party. Each of the parties hereto shall indemnify and hold the
      other harmless from and against any and all claims, losses, liabilities or
      expenses which may be asserted against it as a result of its dealings,
      arrangements or agreements with any such broker or person.





10.13  Announcements .
      SRKS
      and RTCI will consult and cooperate with each other as to the timing and content
      of any announcements of the transactions contemplated hereby to the general
      public or to employees, customers or suppliers.





10.14  Expenses .
      Each
      party will pay its own legal, accounting and any other out-of-pocket expenses
      reasonably incurred in connection with this transaction, whether or not the
      transaction contemplated hereby is consummated.





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10.15  Survival
      of Representations and Warranties .
      The
      representations, warrants and agreements of the parties set forth in this
      Agreement shall survive the Closing irrespective of any investigation made
      by or
      on behalf of any party.





10.16  Exhibits .
      As of
      the execution hereof, the parties hereto have provided each other with the
      Exhibits provided for herein above, including any items referenced therein
      or
      required to be attached thereto. Any material changes to the Exhibits shall
      be
      immediately disclosed to the other party prior to Closing.





10.17  Counsel .
      Each of
      the RTCI Shareholders and RTCI acknowledge that the law firm of .............................. has
      only represented SRKS in connection with this Agreement and the transaction
      contemplated hereunder, and that each of the RTCI Shareholders and RTCI has
      been
      advised and has had the opportunity to retain Counsel of its own choosing and
      each has done so to the extent each has deemed necessary.





**IN
      WITNESS WHEREOF** ,
      the
      undersigned have executed this as of the day and year first above
      written.








**Real Time Cars
              Inc.**
            **SiteWorks ,
              Inc**_______________
            ______________By: ss C M Nurse
            By:ss Carl M NurseChairman, CEO
            Chairman, CEOMajority Shareholder
            Majority Shareholder**RTCI , Inc.**








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