STOCK
PURCHASE AGREEMENT




STOCK
PURCHASE AGREEMENT,is entered into this July 1, 2007 (“Agreement”), by
and among Transworld Benefits International, Inc., a Nevada corporation
(“Seller” and/or “TBII”), Charles C. Seven (“Buyer”) and Transworld Benefits,
Inc., Nevada Corporation (“TWBI”) and a wholly owned subsidiary of
Seller.




R
E C I T A L S:




WHEREAS,Seller is the owner of all of the issued and outstanding shares of TWBI.
Since the organization of Seller, Seller has conducted all of its operations
through TWBI. Seller has no businesses or operations other than those it
conducts through TWBI;




WHEREAS,Buyer desires to purchase the Shares from Seller, and to assume, as
between Seller and Buyer, all responsibilities for certain debts, obligations
and liabilities of TWBI as set forth on Schedule 1 attached to this Agreement,
(but excluding that certain debt owed by TWBI to Seller in the approximate
amount of $1,812,617 (the “TWBI Debt”) which amount shall be contributed by
Seller to the capital of TWBI prior to the Closing. The debt to be contributed
by Seller prior to the Closing shall be on the terms and subject to the
conditions specified in this Agreement; and




WHEREAS,Seller desires to sell and transfer the Shares to the Buyer, on the terms
and subject to the conditions specified in this Agreement;




NOW,
THEREFORE,in consideration of the premises and the covenants, promises,
and agreements herein set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending legally to be bound, agree as follows.




I. PURCHASE
AND SALE OF STOCK.




1.1 Purchased
Shares.Subject to the terms and conditions provided below, Seller shall
sell and transfer to Buyer and Buyer shall purchase from Seller, on the Closing
Date (as defined in Section
1.3),all the issued and outstanding Shares of TWBI.




1.2 Purchase
Price.The purchase price for the Shares shall be (i) $10,000 in cash
payable on or prior to the date the final SEC Approval is received by TBII as
set forth in Section 8.4. below (the ‘SEC Approval”), and (ii) the assumption by
Seller of these debts and obligations of TWBI identified in Schedule 1 attached
hereto and incorporated herein by reference.




1.3 Closing.The closing of the transactions contemplated in this Agreement (the
“Closing”) shall take place on July 1, 2007. The date on which the Closing
occurs shall be referred to herein as the Closing Date (the “Closing or Closing
Date”).






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II.CLOSING.




2.1 Transfer
of Shares.At the Closing, Seller shall deliver to Buyer certificates or
other evidence representing all of the outstanding shares of Common Stock of
TWBI (the “Shares”), duly endorsed to Buyer or as directed by Buyer, which
delivery shall vest Buyer with good and marketable title to the Shares, free and
clear of all liens and encumbrances.




2.2 Payment
of Purchase Price.On or prior to the Closing Date, Buyer shall deliver
to Seller a Cashier’s Check in the amount of $10,000 and the executed Assignment
and Assumption Agreement assuming debts and obligations of Seller as identified
in Schedule 1.




2.3 Transfer
of Records.On or before the Closing Date, Seller shall arrange for
transfer to TWBI all existing corporate books and records in Seller’s possession
relating to TWBI and its business, including but not limited to all agreements,
litigation files, real estate files, personnel files and filings with
governmental agencies; provided,
however,when any such documents relate to both Seller and TWBI, only
copies of such documents need be furnished. On or before the Closing, Buyer and
TWBI shall transfer to Seller all existing corporate books and records in the
possession of Buyer or TWBI relating to Seller, including but not limited to all
corporate minute books, stock ledgers, certificates and corporate seals of
Seller and all agreements, litigation files, real property files, personnel
files and filings with governmental agencies; provided,
however,when any such documents relate to both Seller and TWBI or its
business, only copies of such documents need be furnished.




III.BUYER’
REPRESENTATIONS AND WARRANTIES.Buyer
represents and warrants to Seller that:




3.1 Capacity
and Enforceability.Buyer has the legal capacity to execute and deliver
this Agreement and the documents to be executed and delivered by Buyer at the
Closing pursuant to the transactions contemplated hereby. This Agreement and all
such documents constitute valid and binding agreements of Buyer, enforceable in
accordance with their terms.




3.2 Compliance.Neither the execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereby by Buyer will result in the breach of
any term or provision of, or constitute a default under, or violate any
agreement, indenture, instrument, order, law or regulation to which Buyer is a
party or by which Buyer is bound.




3.3 Purchase
for Investment.Buyer is financially able to bear the economic risks of
acquiring an interest in TWB and the other transactions contemplated hereby, and
has no need for liquidity in this investment. Buyer has such knowledge and
experience in financial and business matters in general and with respect to
businesses of a nature similar to the business of TWBI so as to be capable of
evaluating the merits and risks of, and making an informed business decision
with regard to, the acquisition of the Shares. Buyer is acquiring the Shares
solely for its own account and not with a view to or for resale in connection
with any distribution or public offering thereof, within the meaning of any
applicable securities laws and regulations, unless such distribution or offering
is registered under the Securities Act of 1933, as amended (the “Securities
Act”), or an exemption from such registration is available. Buyer has (i)
received all






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the
information it has deemed necessary to make an informed investment decision with
respect to the acquisition of the Shares; (ii) had an opportunity to make such
investigation as it has desired pertaining to TWB and the acquisition of an
interest therein and to verify the information which is, and has been, made
available to him; and (iii) had the opportunity to ask questions of Seller
concerning TWB. Buyer acknowledges that Buyer or an affiliate of Buyer is an
officer and/or director of Seller and TWB and, as such, has actual knowledge of
the business, operations and financial affairs of TWB. Buyer has received no
public solicitation or advertisement with respect to the offer or sale of the
Shares. Buyer realizes that the Shares are “restricted securities” as that term
is defined in Rule 144 promulgated by the Securities and Exchange Commission
under the Securities Act, the resale of the Shares is restricted by federal and
state securities laws and, accordingly, the Shares must be held indefinitely
unless their resale is subsequently registered under the Securities Act or an
exemption from such registration is available for their resale. Buyer
understands that any resale of the Shares by him must be registered under the
Securities Act (and any applicable state securities law) or be effected in
circumstances that, in the opinion of counsel for TWB at the time, create an
exemption or otherwise do not require registration under the Securities Act (or
applicable state securities laws). Buyer acknowledges and consents that
certificates now or hereafter issued for the Shares will bear a legend
substantially as follows:




THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
QUALIFICATION UNDER THE STATE ACTS OR EXEMPTIONS FROM SUCH REGISTRATION OR
QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE SECURITIES ACT, THE
EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT AND RULE 144
THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER OF THESE
SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO THE
AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT
VIOLATE THE SECURITIES LAWS.




Buyer
understands that the Shares are being sold to it pursuant to the exemption from
registration contained in Section 4(1) of the Securities Act and that the Seller
is relying upon the representations made herein as one of the bases for claiming
the Section 4(1) exemption.




3.4
Liabilities.Following the Closing, Seller will have no liability for any debts,
liabilities or obligations of TWBI or its business or activities, and there are
no outstanding guaranties, performance or payment bonds, letters of credit or
other contingent contractual obligations that have been undertaken by Seller
directly or indirectly in relation to TWBI or its business and that may survive
the Closing.






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3.5 Title
to Purchase Price Shares.Seller is the sole record and beneficial owner
ofthe
Shares. At Closing, Buyer will have good and marketable title to the Shares,
which Sharesare, and
at the Closing will be, free and clear of all options, warrants, pledges,
claims, liens, and encumbrances and any restrictions or limitations prohibiting
or restricting transfer to Seller, except for restrictions on transfer as
contemplated by applicable securities laws.




IV.SELLER’S
REPRESENTATIONS AND WARRANTIES.Seller represents and warrants to TWBI
and to Buyer that:




4.1 Organization
and Good Standing.Seller is a corporation duly
incorporated,




validly
existing, and in good standing under the laws of the State of
Nevada.




4.2
Authority
and Enforceability.The execution and delivery of this Agreement and the
documents to be executed and delivered at the Closing pursuant to the
transactions contemplated hereby, and performance in accordance with the terms
hereof and thereof, have been duly authorized by Seller and all such documents
constitute the valid and binding agreements of Seller enforceable in accordance
with their terms.




4.3
Title
to Shares.Seller is the sole record and beneficial owner of the Shares.
At Closing, Seller will have good and marketable title to the Shares, which
Shares are, and at the Closing will be, free and clear of all options, warrants,
pledges, claims, liens and encumbrances, and any restrictions or limitations
prohibiting or restricting transfer to Buyer, except for restrictions on
transfer as contemplated by Section
3.3above. The Shares constitute all of the issued and outstanding Shares
of TWBI.




V.TWB’S
REPRESENTATIONS AND WARRANTIES.TWBI represents and warrants to Seller
and Buyer that:




5.1Organization
and Good Standing.TWBI is a Nevada Corporation.




5.2
Authority
and Enforceability.The execution and delivery of this Agreement and the
documents to be executed and delivered at the Closing pursuant to the
transactions contemplated hereby, and performance in accordance with the terms
hereof and thereof, have been duly authorized by TWBI and all such documents
constitute the valid and binding agreements of TWBI enforceable in accordance
with their terms




VI. OBLIGATIONS
OF BUYER PENDING CLOSING.The Buyer covenants and agrees that between the
date hereof and the Closing:




6.1 Not
Impair Performance.Buyer shall not take any intentional action that
would cause the conditions upon the obligations of the parties hereto to effect
the transactions contemplated hereby not to be fulfilled, including, without
limitation, taking or causing to be taken any action that would cause the
representations and warranties made by any party herein not to be true, correct
and accurate as of the Closing, or in any way impairing the ability of Seller to
satisfy its obligations as provided in Article
VII.






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6.2  Assist
Performance.Buyer shall exercise its reasonable best efforts to cause to
befulfilled
those conditions precedent to Seller’s obligations to consummate the
transactionscontemplated
hereby which are dependent upon actions of Buyer and to make and/or obtain any
necessary filings and consents in order to consummate the sale transaction
contemplated by this Agreement.




VII.  OBLIGATIONS
OF SELLER PENDING CLOSING.Seller covenants and agrees that between the
date hereof and the Closing:




7.1
Business
as Usual.TWBI shall operate and Seller shall cause TWBI to operate in
accordance with past practices and shall use commercially reasonable efforts to
preserve its goodwill and the goodwill of its employees, customers and others
having business dealings with TWB. Without limiting the generality of the
foregoing, from the date of this Agreement until the Closing Date, TWBI shall
(a) make all normal and customary repairs to its equipment, assets and
facilities, (b) keep in force all insurance, (c) preserve in full force and
effect all material franchises, licenses, contracts and real property interests
and comply in all material respects with all laws and regulations, (d) collect
all accounts receivable and pay all trade creditors in the ordinary course of
business at intervals historically experienced, and (e) preserve and maintain
TWBI’s assets in their current operating condition and repair, ordinary wear and
tear excepted. TWBI shall not (i) amend, terminate or surrender any material
franchise, license, contract or real property interest, or (ii) sell or dispose
of any of its assets except in the ordinary course of business. Neither TWBI nor
Buyer shall take or omit to take any action that results in Seller incurring any
liability or obligation prior to or in connection with the Closing.




7.2 Not
Impair Performance.Seller shall not take any intentional action that
would cause the conditions upon the obligations of the parties hereto to effect
the transactions contemplated hereby not to be fulfilled, including, without
limitation, taking or causing to be taken any action which would cause the
representations and warranties made by any party herein not to be materially
true, correct and accurate as of the Closing, or in any way impairing the
ability of Buyer to satisfy their obligations as provided in Article
VI.




7.3
Assist
Performance.Seller shall exercise its reasonable best efforts to cause
to be fulfilled those conditions precedent to Buyer’ obligations to consummate
the transactions contemplated hereby which are dependent upon the actions of
Seller and to work with Buyer to make and/or obtain any necessary filings and
consents. Seller shall cause TWBI to comply with its obligations under this
Agreement.




7.4
Contribution
of TWBI Debt.Seller shall contribute the TWBI Debt to the capital of TWB
in a transaction that qualities as a non-recognition event for Seller under
Internal Revenue Code Section 351 and that does not result in any discharges of
indebtedness income to TWBI under Internal Revenue Code Sections 61 and
108.






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VIII.SELLER’S
CONDITIONS PRECEDENT TO CLOSING.The obligations of Seller and TWBI to
close the transactions contemplated by this Agreement are subject to the
satisfaction at or prior to the Closing of each of the following conditions
precedent (any or all of which may be waived by Seller in
writing):




8.1
Representations
and Warranties; Performance.All representations and warranties of Buyer
and the TWBI contained in this Agreement shall have been true and correct, in
all material respects, when made and shall be true and correct, in all material
respects, at and as of the Closing, with the same effect as though such
representations and warranties were made at and as of the Closing. Buyer and
TWBI shall have performed and complied with all covenants and agreements and
satisfied all conditions, in all material respects, required by this Agreement
to be performed or complied with or satisfied by Buyer and TWBI at or prior to
the Closing.




8.2
Additional
Documents.Buyer shall deliver or cause to be delivered such additional
documents as may be necessary in connection with the consummation of the
transactions contemplated by this Agreement and the performance of their
obligations hereunder.




8.3
Release
by TWB.At the Closing, each of the Buyer and TWBI shall execute and
deliver to Seller a general release which in substance and effect releases
Seller from any and all liabilities and obligations that Seller may owe to TWBI
or Buyer in any capacity and from any and all claims that TWBI or Buyer may have
against Seller or its respective managers, members, officers, directors,
stockholders, employees and agents (other than those arising pursuant to this
Agreement or any document delivered in connection with this
Agreement).




8.4
SEC
Approvals.Seller shall have filed its 14(c) Information Statement and
received approval from the Securities and Exchange Commission and otherwise
satisfied its reporting obligations as set forth under the Federal Securities
Laws.




IX.BUYER’
CONDITIONS PRECEDENT TO CLOSING.The obligation of Buyer to close the
transactions contemplated by this Agreement is subject to the satisfaction at or
prior to the Closing of each of the following conditions precedent (any and all
of which may be waived by Buyer in writing):




9.1
Representations
and Warranties; Performance.All representations and warranties of Seller
and TWBI contained in this Agreement shall have been true and correct, in all
material respects, when made and shall be true and correct, in all material
respects, at and as of the Closing with the same effect as though such
representations and warranties were made at and as of the Closing. Seller and
TWBI shall have performed and complied with all covenants and agreements and
satisfied all conditions, in all material respects, required by this Agreement
to be performed or complied with or satisfied by them at or prior to the
Closing.




9.2
Additional
Documents.Seller or TWBI shall deliver or cause to be delivered and
Buyer shall have received the following documents; (a) evidence reasonably
satisfactory to Buyer that Seller has contributed the TWBI Debt to the Capital
of TWBI as described in Section 7.4; (b) such additional documents as may be
necessary in connection with the consummation of the


transactions
contemplated by this Agreement and the performance of their obligations
thereunder.






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X.  OTHER
AGREEMENTS.




10.1
Expenses.Each party hereto shall bear its expenses separately incurred in
connection with this Agreement and with the performance of its obligations
hereunder.




10.2
Confidentiality.The parties hereto shall not make any public announcements concerning
this transaction other than in accordance with mutual agreement reached prior to
any such announcement(s) and other than as may be required by applicable law or
judicial process. If for any reason the transactions contemplated hereby are not
consummated, then Buyer shall return any information received by Buyer from
Seller or TWBI, and Buyer shall cause all confidential information obtained by
Buyer concerning Seller, TWBI and its business to be treated as
such.




10.3
Brokers’
Fees.No party to this Agreement has employed the services of a broker
and each agrees to indemnify the other against all claims of any third parties
for fees and commissions of any brokers claiming a fee or commission related to
the transactions contemplated hereby.




10.4 Access
to Information Post-Closing; Cooperation.




(a)Following
the Closing, Buyer and TWBI shall afford to Seller and its authorized
accountants, counsel, and other designated representatives reasonable access
(and including using reasonable efforts to give access to persons or firms
possessing information) and duplicating rights during normal business hours to
allow records, books, contracts, instruments, computer data and other data and
information (collectively, “Information”) within the possession or control of
Buyer or TWBI insofar as such access is reasonably required by Seller.
Information may be requested under this Section
10.4(a)for, without limitation, audit, accounting, claims, litigation
and tax purposes, as well as for purposes of fulfilling disclosure and reporting
obligations and performing this Agreement and the transactions contemplated
hereby. No files, books or records of TWBI existing at the Closing








7
 
   Date
shall be destroyed by Buyer or TWBI after Closing but prior to the expiration of
any period during which such files, books or records are required to be
maintained and preserved by applicable law without giving the Seller at least 30
days’ prior written notice, during which time Seller shall have the right to
examine and to remove and retain any such files, books and records prior to
their destruction.




(b)Following
the Closing, Seller shall afford to TWBI and its authorized accountants, counsel
and other designated representatives reasonable access (including using
reasonable efforts to give access to persons or firms possessing information)
duplicating rights during normal business hours to Information within Seller’s
possession or control relating to the business of TWBI. Information may be
requested under this Section 10.4(b) for, without limitation, audit, accounting,
claims, litigation and tax purposes as well as for purposes of fulfilling
disclosure and reporting obligations and for performing this Agreement and the
transactions contemplated hereby. No files, books or records of TWBI existing at
the ClosingDate
shall be destroyed by Seller after Closing but prior to the expiration of any
period during which such files, books or records are required to be maintained
and preserved by applicable law without giving the Buyer at least 30 days prior
written notice, during which time Buyer shall have the right to examine and to
remove and retain any such files, books and records prior to their
destruction.




(c)At all
times following the Closing, Seller, Buyer and TWBI shall use reasonable efforts
to make available to the other party on written request, the current and former
officers, directors, employees and agents of Seller or TWBI for any of the
purposes set forth in Section 10.4(a) or (b) above or as witnesses to the extent
that such persons may reasonably be required in connection with any legal,
administrative or other proceedings in which Seller or TWBI may from time to be
involved.




(d)The party
to whom any Information or witnesses are provided under this Section 10.4 shall
reimburse the provider thereof for all out-of-pocket expenses actually and
reasonably incurred in providing such Information or
witnesses.




(e)Seller,
Buyer, TWBI and their respective employees and agents shall each hold in strict
confidence all Information concerning the other party in their possession or
furnished by the other or the other’s representative pursuant to this Agreement
with the same degree of care as such party utilizes as to such party’s own
confidential information (except to the extent that such Information is (i) in
the public domain through no fault of such party or (ii) later lawfully acquired
from any other source by such party), and each party shall not release or
disclose such Information to any other person, except such party’s auditors,
attorneys, financial advisors, bankers, other consultants and advisors or
persons with whom such party has a valid obligation to disclose such
Information, unless compelled to disclose such Information by judicial or
administrative process or, as advised by its counsel, by other requirements of
law.




(f)Seller,
Buyer and TWBI shall each use their best efforts to forward promptly to the
other party all notices, claims, correspondence and other materials which are
received and determined to pertain to the other party.




10.5
Guarantees,
Surety Bonds and Letter of Credit Obligations.In the event that Seller
is obligated for any debts, obligations or liabilities of TWBI by virtue of any
outstanding guarantee, performance or surety bond or letter of credit provided
or arranged by Seller on or prior to the Closing Date, Buyer and TWBI shall use
best efforts to cause to be issued replacements of such bonds, letters of credit
and guarantees and to obtain any amendments, novations, releases and approvals
necessary to release and discharge fully Seller from any liability thereunder
following the Closing. Buyer and TWBI, jointly and severally, shall be
responsible for, and shall indemnify, hold harmless and defend Seller from and
against, any costs or losses incurred by Seller arising from such bonds, letters
of credits and guarantees and any liabilities arising therefrom and shall
reimburse Seller for any payments that Seller may be required to pay pursuant to
enforcement of its obligations relating to such bonds, letters of credit and
guarantees.






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10.6
Filings
and Consents.Buyer, at their risk, shall determine what, if any, filings
and consents must be made and/or obtained prior to Closing to consummate the
purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified
Parties (as defined in Section12.1
below) against any Losses (as defined in Section
12.1below) incurred by any Seller Indemnified Parties by virtue of the
failure to make and/or obtain any such filings or consents. Recognizing that the
failure to make and/or obtain any filings or consents may cause Seller to incur
Losses or otherwise adversely affect Seller, Buyer and TWBI confirm that the
provisions of this Section
9.6will not limit Seller’s right to treat such failure as the failure of
a condition precedent to Seller’s obligation to close pursuant to Article
VIIIabove.




10.7
Insurance.Buyer acknowledges that on the Closing Date, effective as of the Closing,
all insurance coverage and bonds provided by Seller for TWBI, and all
certificates of insurance evidencing that TWBI maintains any required insurance
by virtue of insurance provided by Seller, will terminate with respect to any
insured damages resulting from matters occurring subsequent to
Closing.




10.8
Agreements
Regarding Taxes.Cooperation on Tax Matters. Buyer, Seller and TWBI shall
cooperate fully, as and to the extent reasonably requested by the other party,
in connection with the filing of tax returns pursuant to this Section and any
audit, litigation or other proceeding with respect to taxes. Such cooperation
shall include the retention and (upon the other party’s request) the provision
of records and information which are reasonably relevant to any such audit,
litigation or other proceeding and making employees available on a mutually
convenient basis to provide additional information and explanation of any
material provided hereunder. TWBI shall (i) retain all books and records with
respect to tax matters pertinent to TWBI relating to any taxable period
beginning before the Closing Date until the expiration of the statute of
limitations (and, to the extent notified by Seller, any extensions thereof) of
the respective taxable periods, and to abide by all record retention agreements
entered into with any taxing authority, and (ii) give Seller reasonable written
notice prior to transferring, destroying or discarding any such books and
records and, if the Seller so requests, Buyer agree to cause TWBI to allow
Seller to take possession of such books and records.




10.9
ERISA.
Effective as of the Closing Date, TWBI shall terminate its participation in, and
withdraw from, all employee benefit plans sponsored by Seller, and Seller and
Buyer shall cooperate fully in such termination and withdrawal. Without
limitation, TWBI shall be solely responsible for (i) all liabilities under those
employee benefit plans notwithstanding any status as an employee benefit plan
sponsored by Seller, and (ii) all liabilities for the payment of vacation pay,
severance benefits, and similar obligations, including, without limitation,
amounts which are accrued but unpaid as of the Closing Date with respect
thereto. Buyer and TWBI acknowledge that TWBI is solely responsible for
providing continuation health coverage, as required under the Consolidated
Omnibus Reconciliation Act of 1985, as amended (“COBRA”), to each person, if
any, participating in an employee benefit plan subject to COBRA with respect to
such employee benefit plan as of the Closing Date, including, without
limitation, any person whose employment with TWB is terminated after the Closing
Date.








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XI.TERMINATION.This Agreement may be terminated at, or at any time prior to, the Closing
by mutual written consent of Seller and Buyer.




If this
Agreement is terminated as provided herein, it shall become wholly void and of
no further force and effect and there shall be no further liability or
obligation on the part of any party except to pay such expenses as are required
of such party.




XII.INDEMNIFICATION.




12.1
Indemnification
by Buyer.Buyer and, after the Closing, TWBI covenant and agree to
jointly and severally indemnify, defend, protect and hold harmless Seller, and
its officers, directors, employees, stockholders, agents, representatives and
affiliates (collectively, together with Seller, the “Seller Indemnified
Parties”) at all times from and after the date of this Agreement from and
against all losses, liabilities, damages, claims, actions, suits, proceedings,
demands, assessments, adjustments, costs and expenses (including specifically,
but without limitation, reasonable attorneys’ fees and expenses of
investigation), whether or not involving a third party claim and regardless of
any negligence of any Seller Indemnified Party (collectively, “Losses”),
incurred by any Seller Indemnified Party as a result of or arising from (i) any
breach of the representations and warranties of any Buyer set forth herein or in
certificates delivered in connection herewith, (ii) any breach or nonfulfillment
of any covenant or agreement (including any other agreement of any Buyer to
indemnify Seller set forth in this Agreement) on the part of any Buyer under
this Agreement, (iii) any debt, liability or obligation of TWBI, (iv) the
conduct and operations of the business of TWBI whether before or after Closing,
(v) claims asserted against TWBI whether before or after Closing, or (vi) any
federal or state income tax payable by Seller and attributable to the business
or operations of the TWB or the transaction contemplated by this
Agreement.




12.2Third
Party Claims.




(a)
Defense. If any claim or liability should be asserted against any of the Seller
Indemnified Parties (the “Indemnitee”) by a third party (a “Third-Party Claim”)
after the Closing for which Buyer have an indemnification obligation under the
terms of Section 12.1, then the Indemnitee shall notify Buyer and TWBI
(collectively referred to as the “Indemnitor”) within 20 days after the
Third-Party Claim is asserted by a third party (said notification being referred
to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take
part in any examination of the books and records of the Indemnitee relating to
such Third-Party Claim and to assume the defense of such Third-Party Claim and
in connection therewith and to conduct any proceedings or negotiations relating
thereto and necessary or appropriate to defend the Indemnitee and/or settle the
Claim. The expenses (including reasonable attorneys’ fees) of all negotiations,
proceedings, contests, lawsuits or settlements with respect to any Third-Party
Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the
defense of any Third-Party Claim in writing within 20 days after the Claim
Notice of such Third-Party Claim has been delivered, through counsel reasonably
satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the
conduct of such defense, and any decision to settle such Third-Party Claim, and
shall be responsible for any expenses of the Indemnitee in connection with the
defense of such Third-Party Claim so long as the Indemnitor continues such
defense until the finalresolution
of such Third-Party Claim.






10
 
   The
Indemnitor shall be responsible for paying all settlements made or judgments
entered with respect to any Third-Party Claim the defense of which has been
assumed by the Indemnitor. Except as provided on subsection (b) below, both the
Indemnitor and the Indemnitee must approve any settlement of a Third Party
Claim. A failure by the Indemnitee to timely give the Claim Notice shall not
excuse Indemnitor from any indemnification liability except only to the extent
that the Indemnitor is materially and adversely prejudiced by such
failure.




(b)
Failure to Defend. If the Indemnitor shall not agree to assume the defense of
any Third-Party Claim in writing within 20 days after the Claim Notice of such
Third-Party Claim has been delivered, or shall fail to continue such defense
until the final resolution of such Third-Party Claim, then the Indemnitee may
defend against such Third-Party Claim in such manner as it may deem appropriate
and the Indemnitee may settle such Third-Party Claim on such terms as it may
deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the
amount of all settlement payments and expenses, legal and otherwise, incurred by
the Indemnitee in connection with the defense or settlement of such Third-Party
Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor
shall satisfy any judgment rendered with respect to such Third-Party Claim
before the Indemnitee is required to do so, and pay all expenses, legal or
otherwise, incurred by the Indemnitee in the defense against such Third-Party
Claim.




12.3
Non-Third-Party
Claims.Upon discovery of any claim for which Buyer have an
indemnification obligation under the terms of Section
12.1which does not involve a Third Party Claim, the Indemnitee shall
give prompt notice to Buyer of such claim and, in any case, shall give Buyer
such notice within 30 days of such discovery. A failure by Indemnitee to timely
give the foregoing notice to Buyer shall not excuse Buyer from any
indemnification liability except to the extent that Buyer are materially and
adversely prejudiced by such failure.




12.4
Survival.Except as otherwise provided in this Section
12.4,all representations and warranties made by Buyer, TWBI and Seller
in connection with this Agreement shall survive the Closing. Anything in this
Agreement to the contrary notwithstanding, the liability of all Indemnitors
under this Article
XIIshall terminate on the third (3rd)anniversary
of the Closing Date, except with respect to (a) liability for any item as to
which, prior to the third (3rd)anniversary
of the Closing Date, any Indemnitee shall have asserted a Claim in writing,
which Claim shall identify its basis with reasonable specificity, in which case
the liability for such Claim shall continue until it shall have been finally
settled, decided or adjudicated, (b) liability of any party for Losses for which
such party has an indemnification obligation, incurred as a result of such
party’s breach of any covenant or agreement to be performed by such party after
the Closing, (c) liability of Buyer and TWBI for Losses incurred by a Seller
Indemnified Party due to breaches of their representations and warranties in
Article
IIIor ArticleV of this Agreement, and (d) liability of Buyer and TWBI for Losses
arising out of Third-Party Claims for which Buyer and TWB have an
indemnification obligation, which liability shall survive until the statute of
limitation applicable to any third party’s right to assert a Third-Party Claim
bars assertion of such claim.








11






XIII. MISCELLANEOUS.




13.1
Notices.All notices and communications required or permitted hereunder shall be
in writing and deemed given when received by means of the United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested, or personal delivery, or overnight
courier, as follows:




(a)
              If
      to Seller, addressed to:Charles
      SevenTransworld
      Benefits International, Inc.
                18201
      Karman Avenue, Suite 1170
                Irvine,
      California 92612(b)
              If
      to Buyer or TWBI, addressed to:Charles
      SevenTransworld
      International Benefits, Inc.
                18201
      Karman Avenue, Suite 1170
                Irvine,
      California 92612With
      a copy to (which shall not constitute notice
hereunder):Anslow
      & Jaclin, LLP195
      Route 9 South, Suite 204
                Manalapan,
      NJ 07726Attention:
      Gregg E. Jaclin, Esq.
                Facsimile:
      (732) 577-1188






or to
such other address as any party hereto shall specify pursuant to this Section
13.1from time to time.




13.2
Exercise
of Rights and Remedies.Except as otherwise provided herein, no delay of
or omission in the exercise of any right, power or remedy accruing to any party
as a result of any breach or default by any other party under this Agreement
shall impair any such right, power or remedy, nor shall it be construed as a
waiver of or acquiescence in any such breach or default, or of any similar
breach or default occurring later; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default occurring before or
after that waiver.




13.3
Time.Time is of the essence with respect to this Agreement.




13.4
Reformation
and Severability.In case any provision of this Agreement shall be
invalid, illegal or unenforceable, it shall, to the extent possible, be modified
in such manner as to be valid, legal and enforceable but so as to most nearly
retain the intent of the parties, and if such modification is not possible, such
provision shall be severed from this Agreement, and in eithercase the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired
thereby.






12








13.5
Further
Acts.Seller, Buyer and TWB shall execute any and all documents and
perform such other acts which may be reasonably necessary to effectuate the
purposes of this Agreement.




13.6
Entire
Agreement; Amendments.This Agreement contains the entire understanding
of the parties relating to the subject matter contained herein. This Agreement
cannot be amended or changed except through a written instrument signed by all
of the parties hereto. No provisions of this Agreement or any rights hereunder
may be waived by any party without the prior written consent of Charles
Seven.




13.7
Assignment.No party may assign its rights or obligations hereunder, in whole or in
part, without the prior written consent of the other parties.




13.8
Governing
Law.This Agreement shall be governed by and construed in accordance with
the laws of the State of California, without giving effect to principles of
conflicts or choice of laws thereof.




13.9
Counterparts.This Agreement may be executed in one or more counterparts, with the same
effect as if all parties had signed the same document. Each such counterpart
shall be an original, but all such counterparts taken together shall constitute
a single agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature page was an original
thereof.




13.10
Section
Headings and Gender.The Section headings used herein are inserted for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. All personal pronouns used in this Agreement
shall include the other genders, whether used in the masculine, feminine or
neuter, and the singular shall include the plural, and vice
versa,whenever and as often as may be appropriate.




13.11 Submission
to Jurisdiction; Process Agent; No Jury Trial.




(a) Each
party to the Agreement hereby submits to the jurisdiction of any state or
federal court sitting in the State of New York, in any action arising out of or
relating to this Agreement and agrees that all claims in respect of the action
may be heard and determined in any such court. Each party to the Agreement also
agrees not to bring any action arising out of or relating to this Agreement in
any other court. Each party to the Agreement agrees that a final judgment in any
action so brought will be conclusive and may be enforced by action on the
judgment or in any other manner provided at law or in equity. Each party to the
Agreement waives any defense of inconvenient forum to the maintenance of any
action so brought and waives any bond, surety, or other security that might be
required of any other Party with respect thereto.






13








(b) EACH
PARTY TO THE AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO JURY TRIAL OF ANY
DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS AMONG THEM
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. The scope of this waiver is
intended to be all encompassing of any and all actions that may be filed in any
court and that relate to the subject matter of the transactions, including,
contract claims, tort claims, breach of duty claims, and all other common law
and statutory claims. Each party to the Agreement hereby acknowledges that this
waiver is a material inducement to enter into a business relationship and that
they will continue to rely on the waiver in their related future dealings. Each
party to the Agreement further represents and warrants that it has reviewed this
waiver with its legal counsel, and that each knowingly and voluntarily waives
its jury trial rights following consultation with legal counsel. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of commencement of
any action, this Agreement may be filed as a written consent to trial by a
court.




13.12
Construction.The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by
the parties hereto and no presumption or burden of proof will arise favoring or
disfavoring any party because of the authorship of any provision of this
Agreement. Any reference to any federal, state, local, or foreign law will be
deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,”
“includes,” and “including” will be deemed to be followed by “without
limitation.” The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. The parties
hereto intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which
that party has not breached will not detract from or mitigate the fact that such
party is in breach of the first representation, warranty, or
covenant.




[Signature
page follows this page.]








14






IN
WITNESS WHEREOF,the parties hereto have hereunto set their hands as of
the day and year first above written.








SELLER:TRANSWORLD
      BENEFITS INTERNATIONAL, INC.By:Name:
      Charles SevenTitle:
      PresidentTWBI:TRANSWORLD
      BENEFITS, INC.By:Name:
      Charles SevenTitle:
      PresidentBUYER:CHARLES
      SEVENBy:Name:
      Charles Seven










15
 
  Schedule
1
 Stock
Purchase Agreement (of TWBI) Between TBII and Charles Seven




Total
      liabilites of TWBI per June 30, 2007 audit (excludes the TWBI intercompany
      debt of $1 ,81 2,617)
              Liabilites
      of TWBI that TBII is assuming:
            
            
            
            
            $
            2,606,423Due
      Charles Seven for reimbursement of expenses
            
            
            405,865Greenberg
      Traurig invoice # 1858169
            
            
            15,856Greenberg
      Traurig invoice # 1922959
            
            
            1,296Greenberg
      Traurig invoice # 1930041
            
            
            5,915Greenberg
      Traurig invoice # 1922932
            
            
            14,741Spach
      Capaldi invoice # 4054
            
            
            7,307Spach
      Capaldi invoice # 4074 (partial)
            
            
            8,117Reich
      Radcliff invoice # 1475
            
            
            9,354Reich
      Radcliff invoice # 1500 (partial)
            
            
            868Deleon
      & Co invoice # 1221 (partial)
            
            
            150Deleon
      & Co invoice # 1249
            
            
            12,519California
      franchise / income taxes
            
            
            7,666Total
      liabilities of TWBI that TBII is assuming
            
            
            489,652
            
            
            
            (489,652
            )Net
      liabilities of TWBI that Charles Seven is acquiring
            
            
            
            
            
            
            2,116,771


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