Exhibit 10.1 - Agreement and Plan of Merger


    
      

      

    

    

       

      


      


      


      


      


      


      AGREEMENT
        AND PLAN OF MERGER

      


      BY
        AND
        AMONG

      


      COESFX
        HOLDINGS, INC.,

      


      COESFX
        ACQUISITION CORP.

      


      AND

      


      SFG
        FINANCIAL CORPORATION

      


      


      


      


      


      


      


       

      


      


      


      


      


      


      


      


      


      March
        1,
        2007


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      TABLE
        OF
        CONTENTS

      


      
        	
                ARTICLE
                  I THE MERGER; CONVERSION OF SHARES

              	 
	 	 	 
	
                1.1

              	
                The
                  Merger

              	
                4

              
	
                1.2

              	
                Effective
                  Time

              	
                5

              
	
                1.3

              	
                Conversion
                  of Interests

              	
                5

              
	
                1.4

              	
                Exchange
                  of COESfx Common Stock

              	
                6

              
	
                1.5

              	
                Articles
                  of Incorporation of the Surviving Corporation

              	
                7

              
	
                1.6

              	
                Bylaws
                  of the Surviving Corporation

              	
                7

              
	
                1.7

              	
                Directors
                  and Officers of the Surviving Corporation and SFG

              	
                7

              
	
                1.8

              	
                Dissenting
                  Interests

              	
                7

              
	
                1.9

              	
                Amendments
                  to SFG's Articles of Incorporation

              	
                7

              
	 	 	 
	
                ARTICLE
                  II CLOSING

              	 
	 	 	 
	
                2.1

              	
                Closing
                  Date and Place

              	
                8

              
	 	 	 
	
                ARTICLE
                  III PRE-CLOSING OBLIGATIONS

              	 
	 	 	 
	
                3.1

              	
                Obligations
                  of the Parties

              	
                8

              
	
                3.2

              	
                Conduct
                  of Business Prior to Closing

              	
                8

              
	
                3.3

              	
                Access;
                  Cooperation

              	
                10

              
	
                3.4

              	
                Notice
                  Regarding Dissenters' Rights Actions

              	
                10

              
	
                3.5

              	
                No
                  Negotiation

              	
                10

              
	
                3.6

              	
                Best
                  Efforts to Obtain Shareholder Approval

              	
                11

              
	
                3.7

              	
                Disclosure
                  of Certain Matters

              	
                11

              
	 	 	 
	
                ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES OF COESFX

              	 
	 	 	 
	
                4.1

              	
                Due
                  Organization; No Subsidiaries

              	
                11

              
	
                4.2

              	
                Books
                  and Records

              	
                12

              
	
                4.3

              	
                Capitalization

              	
                12

              
	
                4.4

              	
                Financial
                  Statements

              	
                12

              
	
                4.5

              	
                Absence
                  of Changes

              	
                12

              
	
                4.6

              	
                Title
                  to Assets

              	
                14

              
	
                4.7

              	
                Receivables

              	
                14

              
	
                4.8

              	
                Equipment

              	
                14

              
	
                4.9

              	
                Real
                  Property

              	
                14

              
	
                4.10

              	
                Proprietary
                  Assets

              	
                14

              
	
                4.11

              	
                Contracts

              	
                15

              
	
                4.12

              	
                Liabilities

              	
                15

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                4.13

              	
                Compliance
                  with Legal Requirements

              	
                16

              
	
                4.14

              	
                Government
                  Authorizations

              	
                16

              
	
                4.15

              	
                Tax
                  Matters

              	
                17

              
	
                4.16

              	
                Employee
                  and Labor Matters

              	
                17

              
	
                4.17

              	
                Benefit
                  Plans; ERISA

              	
                18

              
	
                4.18

              	
                Environmental
                  Matters

              	
                18

              
	
                4.19

              	
                Insurance

              	
                19

              
	
                4.20

              	
                Related
                  Party Transaction

              	
                19

              
	
                4.21

              	
                Certain
                  Payments, Etc.

              	
                20

              
	
                4.22

              	
                Proceedings;
                  Orders

              	
                20

              
	
                4.23

              	
                Authority;
                  Binding Nature of Agreements

              	
                20

              
	
                4.24

              	
                Non-Contravention;
                  Consents

              	
                20

              
	
                4.25

              	
                Brokers

              	
                21

              
	
                4.26

              	
                Full
                  Disclosure

              	
                21

              
	
                4.27

              	
                Restricted
                  Securities

              	
                21

              
	 	 	 
	
                ARTICLE
                  V REPRESENTATIONS AND WARRANTIES OF SFG

              	 
	 	 	 
	
                5.1

              	
                Due
                  Organization; Subsidiaries, Etc.

              	
                22

              
	
                5.2

              	
                Books
                  and Records

              	
                22

              
	
                5.3

              	
                Capitalization

              	
                22

              
	
                5.4

              	
                SEC
                  Filings

              	
                23

              
	
                5.5

              	
                Financial
                  Statements

              	
                23

              
	
                5.6

              	
                Absence
                  of Changes

              	
                24

              
	
                5.7

              	
                Title
                  to Assets

              	
                25

              
	
                5.8

              	
                Receivables

              	
                26
                  

              
	
                5.9

              	
                Inventory

              	
                26

              
	
                5.10

              	
                Equipment

              	
                26

              
	
                5.11

              	
                Real
                  Property 

              	
                26

              
	
                5.12

              	
                Proprietary
                  Assets 

              	
                26

              
	
                5.13

              	
                Contracts
                  

              	
                26

              
	
                5.14

              	
                Liabilities,
                  Bankruptcy

              	
                26

              
	
                5.15

              	
                Compliance
                  with Legal Requirements

              	
                27

              
	
                5.16

              	
                Government
                  Authorizations

              	
                27

              
	
                5.17

              	
                Tax
                  Matters

              	
                27

              
	
                5.18

              	
                Employees

              	
                28

              
	
                5.19

              	
                Employee
                  Benefit Plans

              	
                28

              
	
                5.20

              	
                Environmental
                  Matters

              	
                28

              
	
                5.21

              	
                Insurance

              	
                29

              
	
                5.22

              	
                Related
                  Party Transactions 

              	
                29

              
	
                5.23

              	
                Subsidiaries
                  and Investments 

              	
                30

              
	
                5.24

              	
                Certain
                  Payments, Etc. 

              	
                30

              
	
                5.25

              	
                Proceedings;
                  Orders 

              	
                31

              
	
                5.26

              	
                Authority;
                  Binding Nature of Agreements 

              	
                31

              
	
                5.27

              	
                Non-Contravention;
                  Consents 

              	
                31

              
	
                5.28

              	
                Brokers

              	
                32

              


      

       

       

      
        
          
          

        

        
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                5.29

              	
                Internal
                  Accounting Controls

              	
                32

              
	
                5.30

              	
                Listing
                  and Maintenance Requirements

              	
                33

              
	
                5.31

              	
                Application
                  of Takeover Protections 

              	
                33

              
	
                5.32

              	
                No
                  SEC or NASD Inquiries 

              	
                33

              
	
                5.33

              	
                Full
                  Disclosure 

              	
                33

              
	 	 	 
	
                ARTICLE
                  VI CLOSING CONDITIONS

              	 
	 	 	 
	
                6.1

              	
                Conditions
                  to the Obligations of COESfx

              	
                33

              
	
                6.2

              	
                Conditions
                  to the Obligations of SFG 

              	
                36

              
	 	 	 
	
                ARTICLE
                  VII NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES

              	
                40

              
	
                 

              	 	 
	
                ARTICLE
                  VIII TERMINATION

              	 
	 	 	 
	
                8.1

              	
                Events
                  of Termination 

              	
                40

              
	 	 	 
	
                ARTICLE
                  IX MISCELLANEOUS

              	 
	 	 	 
	
                9.1

              	
                Severability
                  

              	
                41

              
	
                9.2

              	
                Entire
                  Agreement 

              	
                41

              
	
                9.3

              	
                Corporate
                  Affairs 

              	
                41

              
	
                9.4

              	
                Notices
                  

              	
                42

              
	
                9.5

              	
                Amendments;
                  Waivers 

              	
                42

              
	
                9.6

              	
                Successors
                  and Assigns 

              	
                43

              
	
                9.7

              	
                Governing
                  Law; Submission to Jurisdiction 

              	
                43

              
	
                9.8

              	
                Waiver
                  of Jury Trial 

              	
                43

              
	
                9.9

              	
                Subsequent
                  Documentation

              	
                43

              
	
                9.10

              	
                Counterparts
                  

              	
                43

              
	
                9.11

              	
                Interpretation
                  

              	
                43

              


      

      


      Exhibit
        A
        - Certain Definitions

      Exhibit
        B
        - Articles of Amendment to SFG Articles of Incorporation

      Exhibit
        C
        - COESfx Shareholder Transmittal Document

      Schedule
        1.3(b) - SFG

      Schedule
        1.1 - SFG Securities 

      Disclosure
        Schedule COESfx

      Disclosure
        Schedule SFG

      


       

      
        
          
          

        

        
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      AGREEMENT
        AND PLAN OF MERGER

      


      THIS
        AGREEMENT AND PLAN OF MERGER (the “Agreement”) is dated March 1, 2007, by and
        among SFG Financial Corporation, a Delaware corporation ("SFG"), COESfx
        Acquisition Corp., a New York , corporation and wholly-owned subsidiary of
        SFG
        ("Merger Subsidiary"), and COESfx Holdings, Inc., a New York corporation
        ("COESfx").

       

      RECITALS

      


      The
        Boards of Directors for COESfx, SFG and Merger Subsidiary, have approved
        the
        merger of the Merger Subsidiary with and into COESfx (the "Merger") upon
        the
        terms and subject to the conditions set forth herein.

      


      As
        a
        result of the Merger, COESfx will be a wholly-owned subsidiary of SFG, and
        the
        shareholders of COESfx will, in the aggregate, own approximately 97% of the
        outstanding shares of SFG common stock immediately following the Effective
        Time
        of the Merger (subject to adjustment in accordance with the terms of this
        Agreement).

      


      For
        federal income tax purposes, it is intended that the Merger will qualify
        as a
        reorganization within the meaning of Sections 368(a)(1)(A) and (a)(2)(D)
        of the
        Internal Revenue Code of 1986, as amended (the "Code").

      


      The
        parties desire to make certain representations, warranties, and agreements
        in
        connection with the Merger and also to prescribe various conditions to the
        Merger.

      


      Certain
        terms used in this Agreement are defined and attached in Exhibit
        "A."

      


      


      NOW
        THEREFORE, in consideration of the mutual covenants and agreements hereinafter
        set forth, the receipt and sufficiency of which are hereby acknowledged,
        the
        Parties, intending to be legally bound, agree as follows:

      


      ARTICLE
        I

      


      THE
        MERGER; CONVERSION OF SHARES

      


      1.1
        The
        Merger. Subject to the terms and conditions of this Agreement, at the Effective
        Time (as defined in Section 1.2), the Merger Subsidiary will be merged with
        and
        into COESfx in accordance with the provisions of the Business Corporation
        Law of
        the State of New York (the "BCL"), whereupon the separate corporate existence
        of
        the Merger Subsidiary will cease, and COESfx will continue as the surviving
        corporation (the "Surviving Corporation"). From and after the Effective Time,
        the Surviving Corporation will possess all the rights, privileges, powers,
        and
        franchises and be subject to all the restrictions, disabilities, and duties
        of
        COESfx and Merger Subsidiary, all as more fully described in the
        BCL.


      
        
          
          

        

        
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      1.2
        Effective Time. As soon as practicable after each of the conditions set forth
        in
        Sections 6.1 and 6.2 have been satisfied or waived, COESfx and Merger Subsidiary
        will file, or cause to be filed, with the Department of State of the State
        of
        New York, Articles of Merger for the Merger, in the form required by, and
        executed in accordance with, the applicable provisions of the BCL. The Merger
        will become effective at the time of the filing or, if agreed to by SFG and
        COESfx, such later time or date set forth in the Articles of Merger (the
        "Effective Time").

      


      1.3
        Conversion of Interests. Subject to the terms and conditions of this Agreement,
        at the Effective Time, by virtue of the Merger, and without any action of
        the
        part of COESfx and/or the Merger Subsidiary:

      


      (a)
        All
        of the (i) shares of COESfx Common Stock ("COESfx Common Stock") and (ii)
        all
        stock options, warrants, convertible debt, other convertible securities,
        or
        other rights to acquire COESfx Common Stock at an exercise or conversion,
        as
        applicable, price of less than $0.20 per share of COESfx Common Stock
        (collectively the “Non-Exempt COESfx Convertible Securities”) issued and
        outstanding immediately prior to the Effective Time (except for COESfx Common
        Stock owned by dissenting shareholders of COESfx) will be converted into
        the
        right to receive an aggregate of 356,562,688 shares common stock of SFG,
        par
        value $0.001 per share ("SFG Shares"). The SFG Shares into which shares of
        COESfx Common Stock, whether owned presently or receivable after the Closing
        upon exercise or conversion, as appropriate, of the Non-Exempt COESfx
        Convertible Securities, are converted as a result of the Merger are referred
        to
        herein as the "Merger Consideration". As a result of the Merger, each share
        of
        COESfx Common Stock will be converted into the right to receive 8.0808554
        SFG
        Shares. SFG has the authorization to issue only 100,000,000 shares of common
        stock of which 5,513,856 presently shown as owed and outstanding. Accordingly
        SFG will be required to amend its Certificate of Corporation as soon as
        practicable after the Closing, to allow the issuance of all of the Merger
        Consideration. Accordingly at the Effective Time, COESfx Shareholders shall
        be
        issued 94,486,144 SFG shares and the irrevocable right to receive an additional
        262,076,544 SFG Shares (“Irrevocable Rights”) immediately upon the filing of the
        Amended COI

      


      (b)
        All
        Non-Exempt COESfx Convertible Securities and stock options, warrants,
        convertible debt, other convertible securities or other rights to acquire
        COESfx
        Common Stock at an exercise or conversion, as applicable, price of no less
        than
        $0.20 per share (collectively, the “COES Convertible Securities”) outstanding at
        the Effective Time, whether or not vested (all of which are listed on Schedule
        1.3(b) hereto), shall remain outstanding following the Effective Time but
        shall
        be assumed by SFG. Non-Exempt COESfx Convertible Securities and COESfx
        Convertible Securities shall continue to have, and be subject to, the same
        terms
        and conditions as set forth in the documents underlying such Non-Exempt COESfx
        Convertible Securities and COESfx Convertible Securities. Non-Exempt COESfx
        Convertible Securities will be convertible into SFG Shares at the rate of
        8.0808554 SFG Shares for each share of COESfx Common Stock to which they
        would
        otherwise be entitled, which shares shall be issued from a reserve set aside
        for
        such purpose from the Merger Consideration, as described in Schedule 1.3(b).
        COESfx Convertible Securities will be exercisable or convertible, as
        appropriate, as set forth in the underlying documents and shall be an obligation
        of SFG without regard to the reserve set aside from the Merger
        Consideration.

      



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      (c)
        At
        the Effective time, irrevocable rights to receive 5,513,856 SFG Shares shall
        be
        issued to Concord Management Associates LLC or its designee(s) (“Concord”) as
        consideration for its contributions in conjunction with the Merger. These
        shares
        will be issued to Concord upon the filing of the Amended COI and will be
        subject
        to the Reverse Split. 

      


      (d)
        At
        the Effective Time, one hundred (100) shares of COESfx Common Stock shall
        be
        issued to SFG to result in SFG owing 100% of the issued and outstanding shares
        of COESfx.

      


      (e)
        Each
        share of Merger Subsidiary common stock, par value $0.001 per share, issued
        and
        outstanding immediately prior to the Effective Time, will be canceled as
        of the
        Effective Time.

      


      1.4
        Exchange of COESfx Stock.

      


      (a)
        At
        the Closing, COESfx will arrange for each holder of record ("COESfx
        Shareholder") of COESfx Common Stock outstanding immediately prior to the
        Effective Time to deliver to SFG appropriate evidence of such COESfx
        Shareholder's shares ("COESfx Certificates"), together with an appropriate
        assignment signed by the COESfx Shareholder, in exchange for the number of
        whole
        SFG Shares into which such COESfx Shares have been converted and the Irrevocable
        Rights as provided in Section 1.3(a), and the surrendered COESfx Certificate(s)
        will be canceled.

      


      (b)
        All
        SFG Shares issued upon the surrender and exchange of shares of COESfx Common
        Stock in accordance with the terms of this Agreement will be deemed to have
        been
        issued in full satisfaction of all rights pertaining to such COESfx Common
        Stock.

      


      (c)
        As of
        the Effective Time, the holders of shares of COESfx Common Stock will cease
        to
        have any rights as shareholders of COESfx, except for those rights, if any,
        that
        they may have pursuant to the BCL. Except as provided in Section 1.8 of this
        Agreement, until such COESfx Certificates are surrendered for exchange, each
        COESfxCertificate will, after the Effective Time, represent for all purposes
        only the right to receive certificates representing the number of whole SFG
        Shares and Irrevocable Rights into which COESfx Common Stock shall have been
        converted pursuant to the Merger as provided in Section 1.3(a).

      


      (d)
        No
        fractional SFG Shares will be issued in the Merger. Any fractional share
        otherwise required as Merger Consideration will be rounded up to the nearest
        whole share.

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (e)
        Immediately prior to the Effective Time, SFG will have no more than 5,513,856
        shares of SFG common stock outstanding. Immediately prior to the Closing,
        SFG
        will have no stocks, options, warrants, convertible debt, other convertible
        securities or other rights to acquire any equity of SFG shares outstanding
        other
        than rights granted to COESfx shareholders and Concord pursuant to this
        Agreement, rights to receive the Preferred Stock described in Section 6.2(m),
        the irrevocable rights to Concord in Section 1.3(c), rights to Concord as
        described Section 6.2(m) upon completion of the Financing and warrants issued
        to
        Concord and SFG as described in Section 6.2(n). Immediately after the Closing,
        there will be approximately 367,590,400 common shares of SFG Shares issued
        and
        outstanding (including shares to be issued under the Irrevocable Rights)
        and the
        Concord rights described in Section 1.3(c) exclusive of shares held in a
        reserve
        for issuance in connection with the exercise or conversion, as appropriate,
        of
        the COESfx Convertible Securities, the warrants issued pursuant to Section
        6.2(n) and the Preferred Stock. In addition, upon the filing of the Amend
        COI,
        additional shares will be issued to Concord pursuant to Section
        6.2(m).

      


      1.5
        Articles of Incorporation of the Surviving Corporation. The Articles of
        Incorporation of COESfx in effect immediately prior to the Effective Time
        will
        be the Articles of Incorporation of the Surviving Corporation.

      


      1.6
        Bylaws of the Surviving Corporation. The bylaws of COESfx in effect immediately
        prior to the Effective Time will be the bylaws of the Surviving Corporation,
        until such time, if any, as they are amended in accordance with applicable
        law.

      


      1.7
        Directors and Officers of the Surviving Corporation and SFG.

      


      (a)
        Directors and Officers of the Surviving Corporation. The current directors
        and
        officers of COESfx, as of the Effective Time, shall resign and the persons
        listed in Sections 6.1(i) and 6.2(q) shall be appointed as officers and
        directors of the Surviving Corporation.

      


      (b)
        Directors of SFG. At the Effective Time, the current officers and directors
        of
        the SFG shall resign and those persons listed n Sections 6.1(i) and 6.2(q)
        shall
        be appointed as officers and directors of SFG.

      


      1.8
        Dissenting Interests. As a condition to Closing, there shall be no dissenting
        COESfx Shareholders under the BCL which account for more than 5% of the issued
        and outstanding shares of COESfx immediately prior to the Effective
        Time.

      


      1.9
        Amendments to SFG’s Articles of Incorporation. As soon as practicable after the
        Effective Time, SFG shall amend its Articles of Incorporation to (i) change
        its
        name to XLFX Inc. (ii) increase its authorized capital stock from 100,000,000
        to
        400,000,000 common shares; (iii) approve a 1 for 7.351808 reverse split of
        the
        issued and outstanding SFG shares outstanding immediately after the Effective
        Time (“Reverse Split”) and (iv) authorize the issuance of preferred stock
        necessary to complete the Financing (as described in Section 6.2(m) below).
        The
        Articles of Amendment to be filed pursuant to this. Section 1.9 shall be
        substantially in the form of Exhibit B attached hereto (the “Amended
        COI”).

      



      
        
          
          

        

        
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      ARTICLE
        II

      CLOSING

      


      2.1
        Closing Date and Place. Subject to the satisfaction of the conditions herein
        described, the closing of the Merger (the "Closing") shall take place on
        such
        date (the “Closing Date”) as the Parties may mutually agree following the
        satisfaction (or waiver) of the conditions to Closing set forth in Article
        VI at
        the offices of ____________________________.

      


      ARTICLE
        III

      PRE-CLOSING
        OBLIGATIONS

      


      3.1
        Obligations of the Parties. The Parties shall apply for and diligently prosecute
        all applications for, and shall use commercially reasonable efforts promptly
        to
        obtain, such Consents, authorizations, and approvals from such Persons as
        shall
        be necessary to permit the consummation of the Merger, and shall use
        commercially reasonable best efforts to bring about the satisfaction as soon
        as
        practicable of all the conditions contained in Article VI and to effect the
        consummation of the Merger.

      


      3.2
        Conduct of Business Prior to Closing. From the date of this Agreement and
        until
        the Closing, except as contemplated by this Agreement, as set forth on Schedule
        3.2 or as otherwise consented to by the Parties in writing, such consent
        not to
        be unreasonably withheld, conditioned or delayed, each of SFG and COESfx
        agrees
        to:

      


      (a)
        Carry
        on its business only in the Ordinary Course of Business and use commercially
        reasonable efforts to preserve intact its present business organization,
        keep
        available the services of its executive officers and key employees and preserve
        its relationships with customers, clients, service providers and others having
        material business dealings with it;

      


      (b)
        Timely file all Tax Returns and timely withhold and pay all Taxes;

      


      (c)
        Maintain in full force and effect all Governmental Authorizations reasonably
        required for the operation of its business as presently conducted;

      


      (d)
        Comply with all obligations contained in this Agreement;

      


      (e)
        Comply in all material respects with all Legal Requirements and Governmental
        Authorizations applicable to them;

      


      (f)
        Except as contemplated herein, not amend its articles of incorporation or
        bylaws;

      



      
        
          
          

        

        
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      (g)
        Except as contemplated herein, not merge or consolidate with, or agree to
        merge
        or consolidate with, or purchase substantially all of the assets of, or
        otherwise acquire any business of, or enter into any joint venture or
        partnership with, any Person;

      


      (h)
        Not
        take any action or omit to take any action that would result in a Breach
        of any
        of the representations warranties and/or covenants set forth in this Agreement
        at, or prior to, the Closing; 

      


      (i)
        Except as contemplated on Schedule 3.2(i), not issue, reissue, sell, deliver,
        pledge, authorize, or propose the issuance, reissuance, sale, delivery or
        pledge
        of shares of capital stock of any class, or securities convertible into capital
        stock of any class, or any rights, warrants or options to acquire any
        convertible securities or capital stock;

      


      (j)
        Except as contemplated hereby, not adjust, split, combine, subdivide, reclassify
        or redeem, purchase or otherwise acquire, or propose to redeem or purchase
        or
        otherwise acquire, any shares of its capital stock, or any of its other
        securities; 

      


      (k)
        Not
        declare, set aside or pay any dividend or other distribution (whether in
        cash,
        stock or property or any combination thereof) in respect of its capital stock,
        redeem or otherwise acquire any shares of its capital stock or other securities,
        or alter any term of any of its outstanding securities;

      


      (l)
        Except as required under any employment agreement, not increase in any manner
        the compensation of any of its directors, officers, or other employees; (ii)
        not
        pay, or agree to pay, any pension, retirement allowance or other employee
        benefit not required or permitted by any existing plan, agreement or arrangement
        to any such director, officer or employee, whether past or present; or (iii)
        not
        commit itself to any additional pension, profit-sharing, bonus, incentive,
        deferred compensation, stock purchase, stock option, stock appreciation right,
        group insurance, severance pay, retirement or other employee benefit plan,
        agreement or arrangement, or to any employment agreement or consulting agreement
        (arising out of prior employment ) with or for the benefit of any person,
        or,
        except to the extent required to comply with applicable law, amend any of
        such
        plans or any of such agreements in existence on the date of this Agreement;
        

      


      (m)
        Not
        terminate, enter into or amend in any material respect any contract, agreement,
        lease, license or commitment, or take any action, or omit to take any action
        that will cause a breach, violation or default (however defined) under any
        contract, except in the ordinary course of business and consistent with past
        practice;

      


      (n)
        Not
        permit any of its current insurance (or reinsurance) policies to be cancelled
        or
        terminated or any of the coverage thereunder to lapse, unless simultaneously
        with such termination, cancellation or lapse, replacement policies providing
        coverage equal to or greater than coverage remaining under those cancelled,
        terminated or lapsed policies are in full force and effect;

      



      
        
          
          

        

        
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      (o)
        Not
        enter into other material agreements, commitments or contracts not in the
        ordinary course of business;

      


      (p)
        Not
        maintain its books of account and records in other than its usual, regular
        and
        ordinary manner, consistent with its past practice; and 

      


      (q)
        Promptly advise the other Party, in writing, of any fact, condition, occurrence
        or change known to the Party that reasonably could be expected to have,
        individually or in the aggregate, a Material Adverse Effect on such Party,
        as
        the case may be, or cause a Breach of this Article III or require an amendment
        to a Party’s Disclosure Schedule.

      


      3.3
        Access; Cooperation. Each Party shall provide the other Party and its
        Representatives the right, upon reasonable notice and during normal business
        hours, permission to enter into its offices to inspect its records and business
        operations and to consult with its management, executives and legal and
        accounting advisors and, subject to mutually agreed upon timing and procedures,
        to consult with any personnel that report to any of the management or executives
        of such Party to complete the other Party's due diligence investigation.
        Each
        Party shall cooperate with the other Party and its Representatives and,
        generally, do all other acts and things in good faith as may be reasonable
        to
        timely effectuate the purposes of this Agreement and the consummation of
        the
        transactions contemplated herein.

      


      3.4
        Notice Regarding Dissenters’ Rights Actions. COESfx shall give SFG prompt notice
        of any written shareholder demand received by it prior to the Closing Date,
        under which COESfx will be required to purchase shares of capital stock pursuant
        to the dissenting rights provisions of the BCL.

      


      3.5
        No
        Negotiations. (a)
        During the period after execution of this Agreement and prior to the Closing,
        SFG agrees the neither it nor any of its Affiliates (collectively “SFG
        Affiliates”) shall engage in any negotiations with any Entity other than COESfx
        regarding a Prohibited Transaction and SFG shall not permit any SFG Affiliate
        to:

       

      (i)
        directly or indirectly solicit, respond to, or accept any inquiries or offers
        from, or engage in communications, negotiations or discussions with any Person
        other than COESfx and its professional advisers with respect to any Prohibited
        Transaction;

      


      (ii)
        enter into any agreement (whether or not legally binding) with any Person
        other
        than COESfx with respect to a Prohibited Transaction;

      


      (iii)
        allow any Person (other than COESfx and its professional advisers) known
        or
        believed by SFG to be considering or evaluating a Prohibited Transaction
        to have
        access to any information relating to SFG or to any information relating
        to SFG
        or to any SFG or any SFG’s properties.

      



      
        
          
          

        

        
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      (b)
        For
        purposes of this section the term “Prohibited Transaction” means any of the
        following transactions: (A) a sale, transfer or other disposition of any
        unissued and/or outstanding equity interests of the SFG; (B) a sale, transfer
        or
        other disposition of all or a material part of the assets of the SFG; and/or
        (C)
        the issue or grant of any equity interests or securities, or options with
        respect to any equity interests or securities, in SFG (issued or unissued)
        and/or (D) a merger, reorganization, and/or similar transaction.

      


      (c)
        In
        addition to seeking all other legal rights, remedies and monetary damages
        with
        respect to COESfx’s rights pursuant to this Section 3.5, COESfx shall be
        entitled to seek injunctive relief in the event of a breach and/or anticipatory
        breach by SFG and/or any SFG Affiliates of this Section, without the posting
        of
        any bond or indemnity.

      


      3.6
        Best
        Efforts to Obtain Shareholder Approval. Each party shall promptly upon execution
        of this Merger Agreement use its best efforts, to the extent required by
        this
        Agreement, to prepare all documents and prepare all filings necessary to
        obtain
        the approval of its respective shareholders of the transactions contemplated
        by
        this Agreement and the approval of the Amended COI. SFG shall promptly prepare
        and file with the United States Securities and Exchange Commission (“SEC”) a
        preliminary proxy statement with respect to seeking approval of the shareholders
        of SFG of this Merger Agreement and the Amended COI. Each party will as soon
        as
        possible hold a shareholders’ meeting of its respective shareholders to approve
        the transactions and other requirements of each party contemplated by this
        Agreement.

      


      3.7
        Disclosure of Certain Matters. Each party shall promptly advise the other
        party
        orally and in writing if there exists a material breach of any representation
        warranty or covenant contained herein or if there occurs any change or event
        which results in the executive officers of such party having a good faith
        belief
        that such change or event has resulted in, or is reasonably likely to result
        in,
        a material breach of a representation warranty or covenant contained herein.
        

      


      


      ARTICLE
        IV

      REPRESENTATIONS
        AND WARRANTIES OF COESFX

      


      Subject
        to the exceptions set forth in the Disclosure Schedule of COESfx, attached
        as
        Schedule IV, COESfx represents and warrants to SFG as follows:

      


      4.1
        Due
        Organization. COESfx and each of its Subsidiaries are duly organized, validly
        existing, and in good standing under the laws of the State of New York. Neither
        COESfx nor its Subsidiaries are required to be qualified, authorized,
        registered, or licensed to do business as a foreign corporation in any
        jurisdiction other than the jurisdictions in which it is so licensed, qualified,
        or registered, or where the failure to be so licensed, qualified or registered
        would not have a Material Adverse Effect on its business and operations.
        

      



      
        
          
          

        

        
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      4.2
        Books
        and Records. The books and records of COESfx delivered to SFG prior to the
        Closing fully and fairly reflect the transactions to which COESfx is a party
        or
        by which its assets are bound.

      


      4.3
        Capitalization. The authorized capital stock of COESfx consists of (i)
        100,000,000 shares of common stock, $0.001 par value, of which 43,478,874
        shares
        are issued and outstanding, and (ii) 5,071,816 shares to be issued upon the
        exercise of outstanding warrants and options. No shares of COESfx preferred
        stock have been issued. All of the issued and outstanding shares of COESfx
        capital stock are duly authorized, validly issued, fully paid, non-assessable
        and free of preemptive rights. At the Effective Time, all of the issued and
        outstanding shares of COESfx Common Stock will be converted into the right
        to
        receive SFG Shares issued or issuable as part of the Merger Consideration.
        There
        are no voting trusts or any other agreements or understandings with respect
        to
        the voting of COESfx's capital stock except as contemplated in this
        Agreement.

      


      4.4
        Financial Statements.

      


      (a)
        COESfx has provided SFG with a copy of the audited balance sheets of COESfx
        as
        of December 31, 2005, 2004 and 2003, and the related statements of operations,
        stockholders' deficiency, and cash flows for the three years then ended,
        together with the report thereon (except with respect to its continuation
        as a
        going concern) of certified public accountant ("CPA"), independent auditors
        (collectively, "COESfx's Audited Financials").

      


      (b)
        Prior
        to the closing, COESfx will provide to SFG unaudited balance sheets of COESfx
        as
        of December 31, 2006, and the related unaudited statement of operations,
        stockholders' deficiency and cash flows for the twelve months then ended,
        ("COESfx's Unaudited Financials").

      


      (c)
        COESfx's Audited Financials, and COESfx's Unaudited Financials, (collectively
        "COESfx's Financial Statements") are (i) in accordance with the books and
        records of COESfx, (ii) correct and complete in all material respects, (iii)
        fairly present the financial position and results of operations of COESfx
        as of
        the dates indicated, and (iv) prepared in accordance with U.S. Generally
        Accepted Accounting Principles (“GAAP”) (except that (x) unaudited financial
        statements may not be in accordance with GAAP because of the absence of
        footnotes normally contained therein, and (y) COESfx Uunaudited Financial
        Statements are subject to normal year-end audit adjustments that in the
        aggregate will not have a Material Adverse Effect on COESfx, its business,
        financial condition, or the results of operations).

      


      4.5
        Absence of Changes. Except (i) as set forth in Part 4.5 of the Disclosure
        Schedule, since December 31, 2006; and (ii) in furtherance of the
        Merger:

      


      (a)
        There
        has not been any adverse change to COESfx, and no event has occurred that
        would
        reasonably be expected to have a Material Adverse Effect on
        COESfx;


      
        
          
          

        

        
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      (b)
        There
        has not been any loss, damage, or destruction to, or any interruption in
        the use
        of, any of the assets of COESfx (whether or not covered by insurance) that
        would
        be expected to have a Material Adverse Effect on COESfx;

      


      (c)
        COESfx has not purchased or otherwise acquired any asset from any other Person,
        except for Contracts entered into, and assets acquired, by COESfx in the
        Ordinary Course of Business;

      


      (e)
        COESfx has made no capital expenditures outside of the Ordinary Course of
        Business; 

      


      (f)
        COESfx has not sold or otherwise transferred, or leased or licensed, any
        asset
        to any other Person except in the Ordinary Course of Business;

      


      (g)
        COESfx has not written off as uncollectible, or established any extraordinary
        reserve with respect to, any account receivable or other
        indebtedness;

      


      (h)
        COESfx has not made any loan or advance to any other Person;

      


      (i)
        COESfx has not (i) established or adopted any Employee Benefit Plan, or (ii)
        paid any bonus or made any profit-sharing or similar payment to, or increased
        the amount of the wages, salary, commissions, fees, fringe benefits or other
        compensation or remuneration payable to, any of its directors, officers,
        members, employees, or independent contractors;

      


      (j)
        No
        Contract by which COESfx (or any of the assets owned or used by COESfx) is
        or
        was bound, or under which COESfx has or had any rights or interests, has
        been
        amended or terminated;

      


      (k)
        COESfx has not incurred, assumed, or otherwise become subject to any Liability,
        other than accounts payable incurred by COESfx in bona fide transactions
        entered
        into in the Ordinary Course of Business;

      


      (l)
        COESfx has not discharged any Encumbrance or discharged or paid any indebtedness
        or other Liability, except for accounts payable paid in bona fide transactions
        in the Ordinary Course of Business;

      


      (m)
        COESfx has not forgiven any debt or otherwise released or waived any right
        or
        claim;

      


      (n)
        COESfx has not changed any of its methods of accounting or accounting practices
        in any respect;

      


      (o)
        COESfx has not entered into any transaction or taken any other action outside
        the Ordinary Course of Business; and

      



      
        
          
          

        

        
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      (p)
        COESfx has not agreed, committed, or offered (in writing or otherwise) to
        take
        any of the actions referred to in the clauses above.

      


      4.6
        Title
        to Assets. COESfx owns, and has good and valid title to, all assets it purports
        to own, including all assets reflected on COESfx Unaudited Financials; all
        assets acquired by COESfx since December 31, 2006; all rights of COESfx under
        the COESfx Contracts; and all other assets reflected in the books and records
        of
        COESfx as being owned by COESfx. Except as set forth in Part 4.6 of the
        Disclosure Schedule, all of its assets are owned by COESfx free and clear
        of any
        Encumbrances.

      


      4.7
        Receivables. COESfx’s Unaudited Financials provide an accurate summary of all
        accounts receivable, notes receivable, and other receivables of COESfx as
        of
        December 31, 2006. All existing COESfx accounts receivable represent valid
        obligations of COESfx customers arising from bona fide transactions entered
        into
        in the Ordinary Course of Business. 

      


      4.8
        Equipment. Part 4.8 of the Disclosure Schedule accurately identifies all
        material equipment, materials, prototypes, tools, supplies, vehicles, furniture,
        fixtures, improvements, and other tangible assets owned by COESfx. Part 4.8
        of
        the Disclosure Schedule also accurately identifies all material tangible
        assets
        leased to COESfx. Each asset identified or required to be identified in Part
        4.8
        of the Disclosure Schedule is adequate and appropriate for the uses to which
        it
        is being put. The assets identified in Part 4.8 of the Disclosure Schedule
        are
        adequate for the conduct of the business of COESfx in the manner in which
        such
        business is currently being conducted.

      


      4.9
        Real
        Property. COESfx owns no real property or any interest in real property,
        except
        for the leaseholds created under the real property leases identified in Part
        4.9
        of the Disclosure Schedule.

      


      4.10
        Proprietary Assets.

      


      (a)
        Part
        4.10(a) of the Disclosure Schedule sets forth each Proprietary Asset owned
        by
        COESfx, including, but not limited to, any Proprietary Asset registered with
        any
        Governmental Body or for which an application has been filed with any
        Governmental Body.

      


      (b)
        COESfx’s use of any Proprietary Asset in the Ordinary Course of Business does
        not materially violate, conflict with, or infringe on the rights of any other
        Person in a manner that would have a Material Adverse Effect on its business
        operations or this Agreement.

      


      (c)
        COESfx is the owner of all right, title and interest, or has otherwise obtained
        sufficient rights, in and to each of its Proprietary Assets necessary for
        COESfx
        to use such Proprietary Assets in the Ordinary Course of Business, free and
        clear of Encumbrances and other adverse claims.

      



      
        
          
          

        

        
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      (d)
        To
        the knowledge of COESfx, no COESfx employee has entered into any Contract
        that
        restricts or limits in any way the scope or type of work in which the employee
        may be engaged, or requires the employee to transfer, assign, or disclose
        information concerning his work to anyone other than COESfx. 

      


      4.11
        Contracts.

      


      (a)
        Part
        4.11 of the Disclosure Schedule identifies each COESfx Contract, except for
        any
        COESfx Immaterial Contract (the "COESfx Contracts"). COESfx has delivered
        or
        made available to SFG accurate and complete copies of all COESfx Contracts
        identified in Part 4.11 of the Disclosure Schedule, including all material
        contract amendments. Each COESfx Contract is valid and in full force and
        effect.

      


      (b)
        Except as set forth in Part 4.11 of the Disclosure Schedule: (i) to the best
        knowledge of COESfx, no Person has violated or breached, or declared or
        committed any default under, any COESfx Contract; (ii) to the best knowledge
        of
        COESfx, no event has occurred, and no circumstance or condition exists, that
        might (with or without notice or lapse of time) (A) result in a violation
        or
        breach of any of the provisions of any COESfx Contract, (B) give any Person
        the
        right to declare a default or exercise any remedy under any COESfx Contract,
        (C)
        give any Person the right to accelerate the maturity or performance of any
        COESfx Contract, or (D) give any Person the right to cancel, terminate, or
        modify any COESfx Contract; (iii) COESfx has not received any notice or other
        communication (in writing or otherwise) regarding any actual, alleged, possible,
        or potential violation or breach of, or default under, any COESfx Contract;
        and
        (iv) COESfx has not waived any right under any COESfx Contract.

      


      (c)
        The
        performance of COESfx Contracts will not result in any violation of or failure
        to comply with any Legal Requirement.

      


      (d)
        COESfx Contracts identified in Part 4.11 of the Disclosure Schedule (together
        with COESfx Immaterial Contracts) collectively constitute all of the Contracts
        necessary to enable COESfx to conduct its business in the manner that it
        currently conducts its business.

      


      4.12
        Liabilities

      


      (a)
        Except as may be set forth in Part 4.12 of the Disclosure Schedule, COESfx
        has
        no Liabilities, except for (i) liabilities identified as such in the COESfx
        Unaudited Financials; (ii) accounts payable incurred by COESfx in bona fide
        transactions entered into in the Ordinary Course of Business since December
        31,
        2006; and (iii) obligations under the Contracts listed in Part 4.11 of the
        Disclosure Schedule, to the extent that the existence of such obligations
        is
        ascertainable solely by reference to the COESfx Contracts.

      



      
        
          
          

        

        
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      (b)
        Part
        4.12 of the Disclosure Schedule (i) provides an accurate and complete breakdown
        and aging of COESfx accounts payable as of December 31, 2006 and (ii) provides
        an accurate and complete breakdown of all notes payable, and other indebtedness
        of COESfx, as of the date of this Agreement.

      


      (c)
        Except as set forth in Part 4.12 of the Disclosure Schedule, COESfx has not,
        at
        any time, (i) made a general assignment for the benefit of creditors, (ii)
        filed, or had filed against it, any bankruptcy petition or similar filing,
        (iii)
        suffered the attachment or other judicial seizure of all or a substantial
        portion of its assets, (iv) admitted in writing its inability to pay its
        debts
        as they become due, (v) been convicted of, or pleaded guilty or no contest
        to,
        any felony, or (vi) taken or been the subject of any action that may have
        an
        adverse effect on its ability to comply with or perform any of its covenants
        or
        obligations contemplated under this Agreement.

      


      4.13
        Compliance with Legal Requirements. Except as set forth in Part 4.13 of the
        Disclosure Schedule: (a) COESfx is in material compliance with each Legal
        Requirement that is applicable to it or to the conduct of its business or
        the
        ownership or use of any of its assets; (b) to the best of its knowledge,
        COESfx
        has at all times been in material compliance with each Legal Requirement
        that is
        or was applicable to it, or to the conduct of its business, or the ownership
        or
        use of any of its assets; (c) no event has occurred, and no condition or
        circumstance exists, that might (with or without notice or lapse of time)
        constitute or result directly or indirectly in a material violation by COESfx
        of, or a failure on the part of COESfx to comply with, any Legal Requirement;
        and (d) COESfx has not received, at any time, any notice or other communication
        (in writing or otherwise) from any Governmental Body or any other Person
        regarding (i) any actual, alleged, possible, or potential violation of, or
        failure to comply with, any Legal Requirement, or (ii) any actual, alleged,
        possible, or potential obligation on the part of COESfx to undertake, or
        to bear
        all or any portion of the cost of, any cleanup or any remedial, corrective
        or
        response action of any nature.

      


      4.14
        Government Authorizations. Part 4.14 of the Disclosure Schedule identifies:
        (i)
        each material Governmental Authorization that is held by COESfx; and (ii)
        each
        other material Governmental Authorization that, to the knowledge of COESfx,
        is
        held by any employee of COESfx and relates to, or is useful in connection
        with,
        COESfx's business. Each material Governmental Authorization identified or
        required to be identified in Part 4.14 of the Disclosure Schedule is valid
        and
        in full force and effect.

      


      (a)
        Except as set forth in Part 4.14 of the Disclosure Schedule: (i) COESfx is,
        and
        has at all times been, in material compliance with all of the terms and
        requirements of each material Governmental Authorization identified or required
        to be identified in Part 4.14 of the Disclosure Schedule; (ii) no event has
        occurred, and no condition or circumstance exists, that would reasonably
        be
        expected to (with or without notice or lapse of time) (A) constitute or result
        directly or indirectly in a material violation any material Governmental
        Authorization identified, or required to be identified, in Part 4.14 of the
        Disclosure Schedule, or (B) result directly or indirectly in the revocation,
        withdrawal, suspension, cancellation, termination, or modification of any
        material Governmental Authorization identified, or required to be identified,
        in
        Part 4.14 of the Disclosure Schedule; (iii) COESfx has never received any
        notice
        or other communication (in writing or otherwise) from any Governmental Body
        or
        any other Person regarding (A) any actual, alleged, possible, or potential
        violation of, or failure to comply with, any term or requirement of any material
        Governmental Authorization, or (B) any actual, proposed, possible, or potential
        revocation, withdrawal, suspension, cancellation, termination, or modification
        of any material Governmental Authorization.

       

       

      
        
          
          

        

        
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      (b)
        The
        Governmental Authorizations identified in Part 4.14 of the Disclosure Schedule
        constitute all of the material Governmental Authorizations necessary (i)
        to
        enable COESfx to conduct its business in the manner in which it currently
        conducts such business, and (ii) to permit COESfx to own and use its assets
        in
        the manner in which they are currently owned and used.

      


      4.15
        Tax
        Matters.

      


      (a)
        Each
        Tax Return required to be filed by COESfx has been duly filed with the
        appropriate Governmental Body. To the best knowledge of COESfx, each Tax
        that
        COESfx was required to have paid, or that was claimed by any Governmental
        Body
        to be payable by COESfx, has been duly paid in full. Any Tax required to
        have
        been withheld or collected by COESfx has been duly withheld and collected;
        and
        (to the extent required) each such Tax has been paid to the appropriate
        Governmental Body.

       

      (b)
        There
        has been no examination or audit of any Tax Return of COESfx that has been
        conducted since December 31, 1999.

      


      (c)
        No
        claim or other Proceeding is pending or has been threatened against COESfx
        in
        respect to any Tax. There are no unsatisfied Liabilities for Taxes (including
        liabilities for interest, additions to tax, and penalties thereon, or related
        expenses) with respect to any notice of deficiency or similar document received
        by COESfx.

      


      4.16
        Employee and Labor Matters.

      


      (a)
        Part
        4.16 of the Disclosure Schedule sets forth the employees of COESfx.

      


      (b)
        Except as set forth in Part 4.16 of the Disclosure Schedule, COESfx is not
        a
        party to or bound by, and has never been a party to or bound by, any employment
        contract or any union contract, collective bargaining agreement, or similar
        Contract.

      


      (c)
        Except as set forth in Part 4.16 of the Disclosure Schedule, the employment
        of
        the employees of COESfx is terminable by COESfx at will and no employee is
        entitled to severance pay or other benefits following termination or
        resignation, except as otherwise provided by law. 

      



      
        
          
          

        

        
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      (d)
        Except as provided for in Sec. 6.2(j), to the knowledge of COESfx (i) no
        employee of COESfx intends to terminate his employment (including, by reason
        of
        the consummation of the transactions contemplated herein, SFG's assumption
        of
        the employment arrangements COESfx holds with its employees prior to Closing
        in
        connection with SFG's assumption of COESfx's Contract obligation and rights);
        and (ii) no employee of COESfx is a party to, or is bound by, any
        confidentiality agreement, noncompetition agreement, or other Contract (with
        any
        Person) that may have an adverse effect on the employee's performance of
        any of
        his duties or responsibilities as an employee of the Surviving Corporation
        upon
        and after the consummation of the transactions contemplated in this
        Agreement.

      


      4.17
        Benefit Plans; ERISA.

      


      (a)
        Part
        4.17 of the Disclosure Schedule identifies each of COESfx's Employee Benefit
        Plans. Except as set forth in Part 4.17 of the Disclosure Schedule, COESfx
        has
        never established, adopted, maintained, sponsored, contributed to, participated
        in, or incurred any Liability with respect to any Employee Benefit Plan.
        COESfx
        has never provided or made available any fringe benefit, or other benefit
        of any
        nature, to any of its employees. Each contribution or other payment that
        is
        required to have been accrued or made under or with respect to any Employee
        Benefit Plan has been duly accrued and made on a timely basis.

      


      (b)
        No
        Employee Benefit Plan (i) provides or provided any benefit guaranteed by
        the
        Pension Benefit Guaranty Corporation; (ii) is or was a "multiemployer plan"
        as
        defined in Section 4001(a)(3) of ERISA; or (iii) is or was subject to the
        minimum funding standards of Section 412 of the Code or Section 302 of ERISA.
        There is no Person that (by reason of common control or otherwise) is, or
        has at
        any time been, treated together with COESfx as a single employer within the
        meaning of Section 414 of the Code.

      


      4.18
        Environmental Matters.

      


      (a)
        COESfx is not liable, or to the best knowledge of COESfx, potentially liable,
        for any response cost or natural resource damages under Section 107(a) of
        CERCLA, or under any of the other so-called "superfund" or "super lien" laws
        or
        similar Legal Requirements, at or with respect to any site.

      


      (b)
        COESfx has never received any notice or other communication (in writing or
        otherwise) from any Governmental Body or other Person regarding any actual,
        alleged, possible, or potential Liability arising from, or relating to, the
        presence, generation, manufacture, production, transportation, importation,
        use,
        treatment, refinement, processing, handling, storage, discharge, release,
        emission, or disposal of any Hazardous Material. No Person has ever commenced,
        or to the best knowledge of COESfx threatened to commence, any contribution
        action or other Proceeding against COESfx in connection with any such actual,
        alleged, possible, or potential Liability; and no event has occurred, and
        to the
        best knowledge of COESfx, no condition or circumstance exists, that may directly
        or indirectly give rise to, or result in COESfx

      becoming
        subject to, any such Liability.

      



      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      (c)
        Except as set forth in Part 4.18 of the Disclosure Schedule, COESfx has never
        generated, manufactured, produced, transported, imported, used, treated,
        refined, processed, handled, stored, discharged, released, or disposed of
        any
        Hazardous Material (whether lawfully or unlawfully). Except as set forth
        in Part
        4.18 of the Disclosure Schedule, COESfx has never permitted (knowingly or
        otherwise) any Hazardous Material to be generated, manufactured, produced,
        used,
        treated, refined, processed, handled, stored, discharged, released, or disposed
        of (whether lawfully or unlawfully) (i) on or beneath the surface of any
        real
        property that is, or that has at any time been, owned by, leased to, controlled
        by or used by COESfx, (ii) in or into any surface water, groundwater, soil
        or
        air associated with or adjacent to any such real property; or (iii) in or
        into
        any well, pit, pond, lagoon, impoundment, ditch, landfill, building, structure,
        facility, improvement, installation, equipment, pipe, pipeline, vehicle,
        or
        storage container that is or was located on or beneath the surface of any
        such
        real property, or that is or has at any time been owned by, leased to,
        controlled by, or used by COESfx.

      


      4.19
        Insurance.

      


      (a)
        Part
        4.19 of the Disclosure Schedule accurately sets forth, with respect to each
        insurance policy maintained by or at the expense of, or for the direct or
        indirect benefit of, COESfx, the name of the insurance carrier that issued
        the
        policy and the policy number. Each of the policies identified in Part 4.19
        of
        the Disclosure Schedule is valid, enforceable, and in full force and effect.
        

      


      (b)
        To
        the knowledge of COESfx, no event has occurred, and no condition or circumstance
        exists, that might (with or without notice or lapse of time) directly or
        indirectly give rise, to or serve as a basis for, any insurance claim. COESfx
        has not received: (i) any notice or other communication (in writing or
        otherwise) regarding the actual or possible cancellation or invalidation
        of any
        of the policies identified in Part 4.19 of the Disclosure Schedule or regarding
        any actual or possible adjustment in the amount of the premiums payable with
        respect to any of said policies; (ii) any notice or other communication (in
        writing or otherwise) regarding any actual or possible refusal of coverage
        under, or any actual or possible rejection of any claim under, any of the
        policies identified in Part 4.19 of the Disclosure Schedule; or (iii) any
        indication that the issuer of any of the policies identified in Part 4.19
        of the
        Disclosure Schedule may be unwilling or unable to perform any of its obligations
        there under.

      


      4.20
        Related Party Transactions. Except as set forth in Part 4.20 of the Disclosure
        Schedule (a) no Related Party has any direct or indirect interest of any
        nature
        in any of the assets of COESfx; (b) no Related Party is, or has been at any
        time
        since December 31, 2002, indebted to COESfx; (c) since December 31, 2002,
        no
        Related Party has entered into, or has had any direct or indirect financial
        interest in, any COESfx Contract, transaction, or business dealing of any
        nature
        involving COESfx; (d) no Related Party is competing, or has at any time since
        December 31, 2002, competed, directly or indirectly, with COESfx.

      


       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      4.21
        Certain Payments, Etc. Neither COESfx nor any officer, employee, agent or
        other
        Person associated with or acting for or on behalf of COESfx has, at any time,
        directly or indirectly: (a) used any entity funds (i) to make any unlawful
        political contribution or gift, or for any other unlawful purpose related
        to any
        political activity, (ii) to make any unlawful payment to any governmental
        official or employee, or (iii) to establish or maintain any unlawful or
        unrecorded fund or account of any nature; (b) made any false or fictitious
        entry, or failed to make any entry that should have been made, in any of
        the
        books of account or other COESfx records; (c) made any payoff, influence
        payment, bribe, rebate, kickback, or unlawful payment to any Person; (d)
        performed any favor or given any gift that was not deductible for federal
        income
        tax purposes; (e) made any payment (whether or not lawful) to any Person,
        or
        provided (whether lawfully or unlawfully) any favor or anything of value
        (whether in the form of property or services, or in any other form) to any
        Person, for the purpose of obtaining or paying for (i) favorable treatment
        in
        securing business, or (ii) any other special concession; or (f) agreed,
        committed, or offered (in writing or otherwise) to take any of the actions
        described in clauses "(a)" through "(e)" above.

      


      4.22
        Proceedings; Orders. Except as set forth in Part 4.22 of the Disclosure
        Schedule, to the knowledge of COESfx, there is no pending Proceeding, and
        no
        Person has threatened in writing to commence any Proceeding: (i) that involves
        COESfx or that otherwise relates to or might affect the business of COESfx
        or
        any assets of COESfx material to its business operations (whether or not
        COESfx
        is named as a party thereto); or (ii) that challenges, or that may have the
        effect of preventing, delaying, making illegal, or otherwise interfering
        with
        any of the transactions contemplated hereby. Except as set forth in Part
        4.22 of
        the Disclosure Schedule, no event has occurred, and no claim, dispute, or
        other
        condition or circumstance exists, that might directly or indirectly give
        rise
        to, or serve as a basis for, the commencement of any such Proceeding. There
        is
        no Order to which COESfx is subject; and no Related Party is subject to any
        Order that relates to COESfx’s business. To the knowledge of COESfx, no COESfx
        employee is subject to any Order that may prohibit that employee from engaging
        in, or continuing, any conduct, activity, or practice relating to the business
        of COESfx.

      


      4.23
        Authority; Binding Nature of Agreements. Subject to the approval of the COESfx
        Shareholders under the BCL, COESfx has the right, power, and authority to
        enter
        into and to perform its obligations under this Agreement, to which it is
        or may
        become a party; and the execution, delivery, and performance of this Agreement
        by COESfx have been duly authorized by all necessary action on the part of
        COESfx. Subject to the approval of COESfx Shareholders, this Agreement
        constitutes the legal, valid, and binding obligation of COESfx, enforceable
        against COESfx in accordance with its terms.

      


      4.24
        Non-Contravention; Consents. Neither the execution, nor the delivery of this
        Agreement, nor the consummation or performance of the Merger, will directly
        or
        indirectly (with or without notice or lapse of time): 

      



      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      (a)
        contravene, conflict with, or result in a violation of, or give any Governmental
        Body or other Person the right to challenge the Merger or to exercise any
        remedy
        or obtain any relief under any Legal Requirement or any Order to which COESfx
        is
        subject;

      


      (b)
        contravene, conflict with or result in a violation of any of the terms or
        requirements of any Governmental Authorization, or give any Governmental
        Body
        the right to revoke, withdraw, suspend, cancel, terminate or modify, any
        Governmental Authorization;

      


      (c)
        contravene, conflict with, or result in a violation or breach of, or result
        in a
        default under, any provision of any Contract; or 

      


      (d)
        give
        any Person the right to (i) declare a default or exercise any remedy under
        any
        COESfx Contract, (ii) accelerate the maturity or performance of any COESfx
        Contract, or (iii) cancel, terminate, or modify any COESfx
        Contract.

      


      COESfx
        is
        not required to make any filing with, or give any notice to, or to obtain
        any
        Consent from any Person, other than its board of directors and shareholders,
        in
        connection with the execution and delivery of this Agreement or the consummation
        or performance of the Merger.

      


      4.25
        Brokers. COESfx has not agreed to pay, nor has it taken any action that might
        result in any Person claiming to be entitled to receive, any brokerage
        commission, finder's fee, or similar commission or fee in connection with
        the
        Merger.

      


      4.26
        Full
        Disclosure. To the knowledge of COESfx, the representations and warranties
        contained in this Article IV do not contain any untrue statement of a material
        fact or omit to state any material fact necessary to make the statements
        and the
        information contained in this Article IV is not misleading, except to the
        extent
        such omission would not reasonably be expected to result in a Material Adverse
        Effect.

      


      4.27
        Restricted Securities. COESfx understands that the SFG Shares received as
        the
        Merger Consideration will constitute "restricted securities" under the federal
        securities laws inasmuch as they are being acquired from SFG in a transaction
        not involving a public offering and, under such laws and applicable regulations,
        may not be resold without registration under, or the availability of an
        exemption from, the registration requirements of the Securities Act of 1933
        and
        similar state securities laws. As a condition to the receipt of SFG Shares
        in
        the Merger, each COESfx Shareholder shall represent that it is familiar with
        SEC
        Rule 144, as presently in effect, and each COESfx Shareholder understands
        the
        resale limitations and the Securities Act of 1933 pursuant to the form of
        Exhibit C attached hereto.

      


      



      
        
          
          

        

        
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      ARTICLE
        V

      REPRESENTATIONS
        AND WARRANTIES OF SFG

      


      Subject
        to the exceptions set forth in SFG's Disclosure Schedule, as attached hereto
        as
        Schedule V, SFG represents and warrants to COESfx as follows:

      


      5.1
        Due
        Organization; Subsidiaries, Etc. SFG is a corporation duly organized, validly
        existing, and in good standing under the laws of the State of Delaware and
        SFG
        does not have any subsidiaries and does not own beneficially or otherwise,
        any
        shares or other securities of, or any direct or indirect interest of any
        nature,
        in any other Entity with the exception of the Merger Subsidiary which will
        be
        duly organized, validly existing, and in good standing under the laws of
        the
        State of New York as of the Closing Date. Except for any requirements arising
        as
        a result of the closing of the Merger, neither SFG, nor the Merger Subsidiary
        is
        required to be qualified, authorized, registered, or licensed to do business
        as
        a foreign corporation in any jurisdiction other than the jurisdictions in
        which
        they are so licensed, qualified or registered, or where the failure to be
        so
        licensed, qualified or registered would not have a Material Adverse Effect
        on
        SFG.

      


      5.2
        Books
        and Records. The books and records of SFG and the Merger Subsidiary delivered
        to
        COESfx prior to the Closing fully and fairly reflect the transactions to
        which
        SFG and the Merger Subsidiary is a party or by which they or their assets
        are
        bound.

      


      5.3
        Capitalization. SFG's authorized capital stock consists of 100,000,000 shares
        of
        common stock, of which 5,513.856 shares are issued and outstanding. As soon
        as
        practicable after the Closing, SFG shall amend its Articles of Incorporation
        by
        the filing of the Amended COI subject to compliance with all applicable Legal
        Requirements. Immediately prior to the Effective Time, SFG will have no more
        than 5,513,856 shares of SFG common stock outstanding. Immediately prior
        to the
        Closing, SFG will have no stocks, options, warrants, convertible debt, other
        convertible securities or other rights to acquire any equity of SFG outstanding,
        other than rights granted to COESfx shareholders pursuant to this Agreement,
        rights to receive the Preferred Stock described in Section 6.2(m), the
        irrevocable rights issued to Concord as described in Section 1.3(c), rights
        to
        Concord as described in Section 6.2(m) upon completion of the Financing and
        warrants issued to Concord and SFG as described in Section 6.2(n). Immediately
        after the Closing, there will be approximately 367,590,400 common shares
        of SFG
        issued and outstanding (including shares to be issued under the Irrevocable
        Rights, SFG Shares held in reserve for the exercise of Non-Exempt COES
        Convertible Securities and the Concord irrevocable rights described in Section
        1.3(c), exclusive of shares issuable in connection with the exercise or
        conversion, as appropriate, of the COES Convertible Securities, the warrants
        issued pursuant to Section 6.2(n), the Ppreferred Stock and SFG Shares issuable
        to Concord pursuant to Section 6.2(m).

      


      (b)
        All
        issued and outstanding shares of SFG capital stock are duly authorized, validly
        issued, fully paid, non-assessable, and free of preemptive rights. When issued
        in the Merger, the SFG Shares will be duly authorized, validly issued, fully
        paid, non-assessable, and free of preemptive rights.

      



      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      (c)
        Except for SFG Shares to be issued upon the Merger and SFG Shares to be issued
        on the filing of the Amended COI to COESfx shareholders, SFG Shares to be
        issued
        upon the exercise of the COESfx Convertible Securities, shares of preferred
        stock and common stock to be issued in the Financing described in Section
        6.2(m), the irrevocable rights issued to Concord as described in Section
        1.3(c)
        and warrants issued to Concord and SFG as described in Section 6.2(n), there
        are
        no outstanding or authorized options, rights, warrants, calls, convertible
        securities, rights to subscribe, conversion rights, or other agreements or
        commitments to which SFG is a party or which are binding upon SFG providing
        for
        the issuance or transfer by SFG of additional shares of SFG's capital stock
        and
        SFG has not reserved any shares of its capital stock for issuance, nor are
        there
        any outstanding stock option rights, phantom equity or similar rights,
        contracts, arrangements or commitments to issue capital stock of SFG. There
        are
        no voting trusts or any other agreements or understandings with respect to
        the
        voting of SFG's capital stock. There are no obligations of SFG to repurchase,
        redeem, or otherwise re-acquire any shares of its capital stock as of the
        Closing.

      


      (d)
        No
        Person has any demand or piggyback registration rights with respect to any
        of
        SFG's capital stock.

      


      5.4
        SEC
        Reports. SFG has filed with the SECall reports required to be filed by it
        under
        the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all
        rules and regulations promulgated thereafter (“SFG SEC Reports”). All SFG SEC
        reports comply in all material respects with the requirements of the Exchange
        Act. None of the SFG SEC Reports contain an untrue statement of a material
        fact
        or omit to state a material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading. Except as disclosed in Part 5.4 of the Disclosure
        Schedule, the consolidated financial statements of SFG included in the SFG
        SEC
        Reports, comply in all material respects with the Exchange Act and the
        applicable accounting requirements and the published rules and regulations
        of
        the SEC with respect thereto, and the statements have been prepared in
        accordance with GAAP (except, in the case of unaudited statements, as permitted
        by the applicable form under the Securities Act of 1933, as amended, and/or
        the
        Exchange Act) applied on a consistent basis during the periods involved (except
        as may be indicated in the notes thereto) and fairly present the financial
        position of SFG as of the dates thereof and its consolidated statements of
        operations, stockholders' equity and cash flows for the periods then ended
        (subject, in the case of unaudited statements, to normal and recurring year-end
        audit adjustments that were not, and are not, expected to have a Material
        Adverse Effect on SFG).

      


      5.5
        Financial Statements.

      


      (a)
        Included in the SFG SEC Reports are SFG’s audited consolidated balance sheets as
        of January 31, 2004, 2005 and 2006 and the related statement of operations,
        stockholders' equity, and cash flows for each of the years then ended, together
        with the unqualified report thereon (except with respect to continuation
        as a
        going concern) of Thomas Bauman, CPA, Michael Masters & Co., independent
        auditors and/or any other auditor of SFG (collectively, "SFG's Audited
        Financials").

      



      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      (b)
        Included in the SFG SEC Reports are the unaudited consolidated balance sheet
        of
        SFG as of October 31, 2006, and the related statement of operations,
        stockholders equity (deficit) and cash flows for the nine months then ended,
        as
        reviewed by Thomas Bauman, CPA ("SFG's Unaudited Financials").

      


      (c)
        SFG's
        Audited Financials and SFG's Unaudited Financials (collectively "SFG's Financial
        Statements") are (i) in accordance with the books and records of SFG, (ii)
        correct and complete, (iii) fairly present the financial position and results
        of
        operations of SFG and each Subsidiary as of the dates indicated, and (iv)
        prepared in accordance with GAAP and shall comply in all material respects
        with
        the Exchange Act and the applicable accounting requirements and the published
        rules and regulations of the SEC with respect thereto (except that (x) unaudited
        financial statements may not be in accordance with GAAP because of the absence
        of footnotes normally contained therein, and (y) interim (unaudited) financials
        are subject to normal year-end audit adjustments that in the aggregate will
        not
        have a Material Adverse Effect on SFG or the SFG Subsidiary.

      


      (d)
        There
        have been no disagreements with any accountant regarding SFG’s Financial
        Statements. There have no accounting discrepancies with any accountant regarding
        SFG’s Financial Statements which would reasonably be expected to have a Material
        Adverse Effect on SFG.

      


      5.6
        Absence of Changes. Except (i) as set forth in Part 5.6 of the Disclosure
        Schedule, since October 31, 2006; or (ii) as permitted by Article 1 of this
        Agreement; 

      


      (a)
        there
        has been no adverse change in, and no event has occurred that reasonably
        would
        be expected to have a Material Adverse Effect on, SFG or the Merger
        Subsidiary;

      


      (b)
        there
        has been no loss, damage or destruction to, or any interruption in the use
        of,
        any of the material assets of SFG or the Merger Subsidiary (whether or not
        covered by insurance);

      


      (c)
        neither SFG, nor the Merger Subsidiary has purchased or otherwise acquired
        any
        material assets from any other Person;

      


      (d)
        neither SFG, nor the Merger Subsidiary has leased or licensed any material
        asset
        from any other Person;

      


      (e)
        neither SFG, nor the Merger Subsidiary has made any capital
        expenditure;

      



      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      (f)
        neither SFG, nor the Merger Subsidiary has sold or otherwise transferred,
        or
        leased, or licensed any material asset to any other Person;

      


      (g)
        neither SFG, nor the Merger Subsidiary has written off as uncollectible,
        or
        established any extraordinary reserve with respect to, any account receivable
        or
        other indebtedness;

      


      (h)
        neither SFG, nor the Merger Subsidiary has made any loan or advance to any
        other
        Person;

      


      (i)
        neither SFG, nor the Merger Subsidiary has established or adopted any Employee
        Benefit Plan; or

      


      (j)
        no
        Contract by which SFG nor the Merger Subsidiary is or was bound, or under
        which
        SFG or the SFG Subsidiary has or had any rights or interest, has been amended
        or
        terminated; 

      


      (k)
        neither SFG, nor the Merger Subsidiary has incurred, assumed or otherwise
        become
        subject to any Liability;

      


      (l)
        neither SFG, nor the Merger Subsidiary has forgiven any debt or otherwise
        released or waived any right or claim;

      


      (m)
        neither SFG, nor the Merger Subsidiary has changed its methods of accounting
        or
        accounting practices in any respect;

      


      (n)
        neither SFG, nor the Merger Subsidiary has entered into any transaction or
        taken
        any other action outside the Ordinary Course of Business;

      


      (o)
        SFG
        has not made any extraordinary distributions to any of its shareholders;
        

      


      (p)
        neither SFG, nor the Merger Subsidiary has issued any shares of capital stock
        or
        authorized any options, rights, warrants, calls, convertible securities,
        rights
        to subscribe, conversion rights, or other agreements or commitments to which
        SFG
        is a party or which are binding upon SFG providing for the issuance or transfer
        by SFG of additional shares of capital stock; and

      


      (q)
        neither SFG, nor the Merger Subsidiary has agreed, committed or offered (in
        writing or otherwise) to take any of the actions referred to in the clauses
        above.

      



      
        
          
          

        

        
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      5.7
        Title
        to Assets. SFG's assets consist, and at Closing will consist, primarily of
        cash.
        SFG owns, and has good and valid title to, all of the all assets purported
        to be
        owned by it, including all assets reflected on the SFG Unaudited Financials;
        all
        assets acquired by SFG since November 1, 2006; all rights of SFG under SFG's
        Contracts; and all other assets reflected in the books and records of SFG
        as
        being owned by SFG. 

      


      5.8
        Receivables. SFG has no receivables.

      


      5.9
        Inventory. SFG has no inventory.

      


      5.10
        Equipment. SFG has no equipment.

      


      5.11
        Real
        Property. None of SFG's assets consists of any owned real property or any
        interest in real property, except for the leasehold created under the real
        property leases identified in Part 5.11 of the Disclosure Schedule.

      


      5.12
        Proprietary Assets. SFG owns no Proprietary Assets.

      


      5.13
        Contracts.

      


      (a)
        Part
        5.13 of the Disclosure Schedule identifies and provides an accurate and complete
        description of each and every Contract entered into by SFG and/or the Merger
        Subsidiary (collectively the "SFG Contracts"). SFG has delivered, or made
        available to COESfx, accurate and complete copies of all SFG
        Contracts.

      


      (b)
        Except as set forth in Part 5.13 of the Disclosure Schedule: (i) to the best
        knowledge of SFG, no Person has violated or breached, or declared or committed
        any default under, any SFG Contract; (ii) to the best knowledge of SFG, no
        event
        has occurred, and no circumstance or condition exists, that might (with or
        without notice or lapse of time) (A) result in a violation or breach of any
        of
        the provisions of any SFG Contract, (B) give any Person the right to declare
        a
        default or exercise any remedy under any SFG Contract, (C) give any Person
        the
        right to accelerate the maturity or performance of any SFG Contract, or (D)
        give
        any Person the right to cancel, terminate, or modify any SFG Contract; (iii)
        SFG
        has not received any notice or other communication (in writing or otherwise)
        regarding any actual, alleged, possible, or potential violation or breach
        of, or
        default under, any SFG Contract; and (iv) SFG has not waived any right under
        any
        SFG Contract.

      


      (c)
        The
        performance of SFG Contracts will not result in any violation of, or failure
        to
        comply with, any Legal Requirement, and 

      


      (d)
        No
        Person is renegotiating, or has the right to renegotiate, any amount paid
        or
        payable to SFG under any SFG Contract or any other term or provision of any
        SFG
        Contract.

      


      5.14
        Liabilities, Bankruptcy.

      


      (a)
        Except as may be set forth in Part 5.14 of the Disclosure Schedule, SFG and
        the
        Merger Subsidiary have no Liabilities, except for (i) liabilities identified
        as
        such in the SFG Unaudited Financials; At the Closing, SFG shall have no
        Liabilities or Encumbrances other than those included in SFG’s Unaudited
        Financial Statements.

      



      
        
          
          

        

        
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      (b)
        Part
        5.14 of the Disclosure Schedule (i) provides an accurate and complete breakdown
        and aging of SFG's and the Merger Subsidiary accounts payable as of the date
        of
        this agreement, and (ii) provides an accurate and complete breakdown of all
        notes payable and other SFG indebtedness as of the date of this
        Agreement.

      


      (c)
        Neither SFG, nor the Merger Subsidiary has, at any time, (i) made a general
        assignment for the benefit of creditors, (ii) filed, or had filed against
        it,
        any bankruptcy petition or similar filing, (iii) suffered the attachment
        or
        other judicial seizure of all or a substantial portion of its assets, (iv)
        admitted in writing its inability to pay its debts as they become due, (v)
        been
        convicted of, or pleaded guilty or no contest to, any felony, or (vi) taken
        or
        been the subject of any action that may have an adverse effect on its ability
        to
        comply with or perform any of its covenants or obligations contemplated under
        this Agreement.

      


      5.15
        Compliance with Legal Requirements. Except as set forth in Part 5.15 of the
        Disclosure Schedule (a) SFG and the Merger Subsidiary is in material compliance
        with each Legal Requirement that is applicable to it, or to the conduct of
        its
        business or the ownership or use of any of its assets; (b) to the best of
        its
        knowledge, each of SFG and the Merger Subsidiary has at all times been in
        material compliance with each Legal Requirement that is or was applicable
        to it,
        or to the conduct of its business, or the ownership or use of any of its
        assets;
        (c) no event has occurred, and no condition or circumstance exists, that
        might
        (with or without notice or lapse of time) constitute or result directly or
        indirectly in a material violation by SFG of, or a failure on the part of
        SFG to
        comply with, any Legal Requirement; and (d) SFG has not received, at any
        time,
        any notice or other communication (in writing or otherwise) from any
        Governmental Body, or any other Person, regarding (i) any actual, alleged,
        possible, or potential violation of, or failure to comply with, any Legal
        Requirement, or (ii) any actual, alleged, possible, or potential obligation
        on
        SFG's part to undertake, or to bear all or any portion of the cost of, any
        cleanup or any remedial, corrective, or response action of any
        nature.

      


      5.16
        Government Authorizations. Except for its respective Articles of Incorporation,
        neither SFG, nor the Merger Subsidiary has any Governmental
        Authorization.

      


      5.17
        Tax
        Matters.

      


      (a)
        Except as set forth in Part 5.17 of the Disclosure Schedule, each Tax Return
        required to be filed by SFG has been duly filed with the appropriate
        Governmental Body. To the best knowledge of SFG, each Tax required to have
        been
        paid, or claimed by any Governmental Body to be payable, by SFG and the Merger
        Subsidiary has been duly paid in full. Any Tax required to have been withheld
        or
        collected by SFG and the Merger SFG Subsidiary has been duly withheld and
        collected; and (to the extent required) each such Tax has been paid to the
        appropriate Governmental Body.

      



      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      (b)
        There
        has been no examination or audit of any SFG Tax Return and or any Tax Return
        of
        the Merger Subsidiary that has been conducted since December 31,
        1999.

      


      (c)
        There
        has been no claim or other Proceeding that is pending or has been threatened
        against, SFG or the Merger Subsidiary in respect to any Tax. There are no
        unsatisfied Liabilities for Taxes (including liabilities for interest, additions
        to taxes and penalties, or related expenses) with respect to any notice of
        deficiency or similar document received by SFG or the Merger
        Subsidiary.

      


      5.18.
        Employees. Except as described in Part 5.18 of the Disclosure Schedule, neither
        SFG, nor the Merger Subsidiary, has any employees. Except as described in
        Part
        5.18 of the Disclosure Schedule, neither SFG, nor the Merger Subsidiary owes
        any
        compensation of any kind, deferred or otherwise, to any current or previous
        employees. Except as described in Part 5.18 of the Disclosure Schedule, neither
        SFG, nor the Merger Subsidiary has a written or oral employment agreement
        with
        any officer or director of SFG or the SFG Subsidiary. Neither SFG, nor the
        Merger Subsidiary is a party to, or bound by, any collective bargaining
        agreement. Except as described in Part 5.18 of the Disclosure Schedule, there
        are no loans or other obligations payable or owing by SFG or the Merger
        Subsidiary to any stockholder, officer, director, or employee of SFG or the
        Merger Subsidiary, nor are there any loans or debts payable or owing by any
        of
        such persons to SFG or the Merger Subsidiary, or any guarantees by SFG or
        the
        Merger Subsidiary of any loan or obligation of any nature to which any such
        person is a party.

      


      5.19
        Employee Benefit Plans. Neither SFG, nor the Merger Subsidiary, has any (a)
        non-qualified deferred or incentive compensation or retirement plans or
        arrangements, (b) qualified retirement plans or arrangements, (c) other employee
        compensation, severance or termination pay or welfare benefit plans, programs
        or
        arrangements, or (d) any related trusts, insurance contracts, or other funding
        arrangements maintained, established or contributed to by SFG or the Merger
        Subsidiary. As a condition to the Closing, SFG shall adopt an incentive stock
        plan in the form agreed to by COESfx.

      


      5.20
        Environmental Matters.

      


      (a)
        Neither SFG, nor the Merger Subsidiary is liable or, to the best knowledge
        of
        SFG, potentially liable for any response cost or natural resource damages
        under
        Section 107(a) of CERCLA, or under any other so-called "superfund" or "super
        lien" law or similar Legal Requirement, at or with respect to any
        site.

      



      
        
          
          

        

        
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      (b)
        Neither SFG, nor the Merger Subsidiary, has ever received any notice or other
        communication (in writing or otherwise) from any Governmental Body, or other
        Person, regarding any actual, alleged, possible, or potential Liability arising
        from or relating to the presence, generation, manufacture, production,
        transportation, importation, use, treatment, refinement, processing, handling,
        storage, discharge, release, emission, or disposal of any Hazardous Material.
        No
        Person has ever commenced, to the best knowledge of SFG, or threatened to
        commence, any contribution action or other Proceeding against SFG or the
        Merger
        Subsidiary in connection with any such actual, alleged, possible, or potential
        Liability; and to the best knowledge of SFG, no event has occurred, and no
        condition or circumstance exists, that may directly or indirectly give rise
        to,
        or result in, SFG or the Merger Subsidiary becoming subject to any such
        Liability.

      


      (c)
        Neither SFG, nor the Merger Subsidiary, has generated, manufactured, produced,
        transported, imported, used, treated, refined, processed, handled, stored,
        discharged, released, or disposed of any Hazardous Material (whether lawfully
        or
        unlawfully). Neither SFG, nor the Merger Subsidiary, has permitted (knowingly
        or
        otherwise) any Hazardous Material to be generated, manufactured, produced,
        used,
        treated, refined, processed, handled, stored, discharged, released, or disposed
        of (whether lawfully or unlawfully) (i) on or beneath the surface of any
        real
        property that is, or that has at any time been, owned by, leased to, controlled
        by, or used by SFG or the Merger Subsidiary; (ii) in or into any surface
        water,
        groundwater, soil, or air associated with, or adjacent to, any such real
        property; or (iii) in or into any well, pit, pond, lagoon, impoundment, ditch,
        landfill, building, structure, facility, improvement, installation, equipment,
        pipe, pipeline, vehicle, or storage container that is, or was, located on
        or
        beneath the surface of any such real property, or that is, or has, at any
        time
        been owned by, leased to, controlled by, or used by SFG or the Merger
        Subsidiary.

      


      5.21
        Insurance. Neither SFG, nor the Merger Subsidiary, has any insurance policies
        in
        effect.

      


      5.22
        Related Party Transactions. Except as set forth in Part 5.22 of the Disclosure
        Schedule, (a) no Related Party has any direct or indirect interest of any
        nature
        in any of the assets of SFG or the Merger Subsidiary; (b) no Related Party
        is,
        or has, at any time since December 31, 2002, been indebted to SFG or the
        Merger
        Subsidiary; (c) since December 31, 2002, no Related Party has entered into,
        or
        has had any direct or indirect financial interest in, any SFG Contract,
        transaction, or business dealing of any nature involving SFG or the Merger
        Subsidiary; (d) no Related Party is competing, or has at any time since December
        31, 2002, competed, directly or indirectly, with SFG or the Merger Subsidiary;
        (e) no Related Party has any claim or right against SFG; and (f) no event
        has
        occurred, and no condition or circumstance exists, that might (with or without
        notice or lapse of time) directly or indirectly give rise to, or serve as
        a
        basis for, any claim or right in favor of any Related Party against SFG or
        the
        Merger Subsidiary.

       

       

       

      
        
          
          

        

        
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      5.23
        Subsidiaries and Investments. 

      


      (a)
        Except for the Merger Subsidiary, SFG does not own any capital stock or have
        any
        interest of any kind whatsoever in any corporation, partnership, or other
        form
        of business organization.

      


      (b)
        Part
        5.23 of the Disclosure Schedule sets forth true and complete copies of the
        charter of the Merger Subsidiary, as well as any limited liability company
        agreement, operating agreement, or shareholder agreement relating to the
        Merger
        Subsidiary, and any acquisition agreement relating to the Merger Subsidiary.
        All
        corporate or other action that has been taken by the Merger Subsidiary has
        been
        duly authorized and does not conflict with or violate any provision of its
        charter, bylaws or other organizational documents.

      


      (c)
        Except as set forth in Part 5.23 of the Disclosure Schedule, all outstanding
        shares of capital stock or other ownership interests of the Merger Subsidiary
        will be as of the closing, are validly issued, fully paid, nonassessable,
        and
        free of preemptive rights and are owned (either directly or indirectly) by
        SFG
        without any encumbrances.

      


      (d)
        Except as set forth in Parts 5.13 or 5.23 of the Disclosure Schedule, there
        are
        no outstanding securities convertible into, or exchangeable for, the capital
        stock of, or other equity interests in, the Merger Subsidiary, and no
        outstanding options, rights, subscriptions, calls commitments, warrants,
        or
        rights of any character for SFG, the Merger Subsidiary or any other Person
        or
        Entity to purchase, subscribe for, or to otherwise acquire any shares of
        such
        stock or other securities of the Merger Subsidiary.

      


      (e)
        Except as set forth in Parts 5.13 or 5.23 of the Disclosure Schedule, there
        are
        no outstanding agreements affecting or relating to the voting, issuance,
        purchase, redemption, repurchase, or transfer of any capital stock of, or
        other
        equity interests in, the Merger Subsidiary. 

      


      (f)
        The
        Merger Subsidiary's stock register, or similar register of ownership, has
        complete and accurate records indicating the following: (i) the name and
        address
        of each person or entity owning shares of capital stock or other equity interest
        of the Merger Subsidiary, and (ii) the certificate number of each certificate
        evidencing shares of capital stock or other equity interest issued by the
        Merger
        Subsidiary, the number of shares or other equity interests evidenced by each
        such certificate, the date of issuance of such certificate, and, if applicable,
        the date of cancellation. Copies of same have been made available to
        COESfx.

      


      5.24
        Certain Payments, Etc. Neither SFG, nor the Merger Subsidiary, has, and no
        officer, employee, agent or other Person associated with, or acting for or
        on
        behalf of, SFG or the SFG Subsidiary has, at any time, directly or indirectly,
        (a) used any corporate funds (i) to make any unlawful political contribution
        or
        gift, or for any other unlawful purpose relating to any political activity,
        (ii)
        to make any unlawful payment to any governmental official or employee, or
        (iii)
        to establish or maintain any unlawful or unrecorded fund or account of any
        nature; (b) made any false or fictitious entry, or failed to make any entry
        that
        should have been made, in any of the books of account or other records of
        SFG or
        the SFG Subsidiary; (c) made any payoff, influence payment, bribe, rebate,
        kickback, or unlawful payment to any Person; (d) performed any favor or given
        any gift that was not deductible for federal income tax purposes; (e) made
        any
        payment (whether or not lawful) to any Person, or provided (whether lawfully
        or
        unlawfully) any favor or anything of value (whether in the form of property
        or
        services, or in any other form) to any Person, for the purpose of obtaining
        or
        paying for (i) favorable treatment in securing business, or (ii) any other
        special concession; or (f) agreed, committed, or offered (in writing or
        otherwise) to take any of the actions described above in clauses "(a)" through
        "(e)."

      



      
        
          
          

        

        
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      5.25
        Proceedings; Orders. To the knowledge of SFG, there is no pending Proceeding,
        and no Person has threatened in writing to commence any Proceeding: (i) that
        involves SFG or the Merger Subsidiary or that otherwise relates to, or might
        affect the business of, SFG; or (ii) that challenges, or that may have the
        effect of preventing, delaying, making illegal, or otherwise interfering
        with,
        the Merger. To the knowledge of SFG, no event has occurred, and no claim,
        dispute, or other condition or circumstance exists, that might directly or
        indirectly give rise to or serve as a basis for the commencement of any such
        Proceeding. There is no Order to which SFG or the Merger Subsidiary, or any
        asset owned or used by SFG or its subsidiary, is subject; and none of the
        shareholders or any other Related Party is subject to any Order that relates
        to
        SFG's business or to any of the assets of SFG or the Merger
        Subsidiary.

      


      5.26
        Authority; Binding Nature of Agreements. Subject to the approval of the SFG
        Shareholders of the filing of the Amended COI and any other actions required
        under applicable Delaware law, SFG’s certificate of Incorporation and/or
        By-Laws,, SFG has the absolute and unrestricted right, power, and authority
        to
        enter into and to perform its obligations under this Agreement; and SFG's
        execution, delivery, and performance of this Agreement has been duly authorized
        by all necessary action on the part of SFG and its board of directors and
        officers. This Agreement constitutes the legal, valid, and binding obligation
        of
        SFG, enforceable against SFG in accordance with the terms of the Agreement.
        As
        soon as practicable after the execution of this Agreement SFG shall, in
        compliance with the Exchange Act and applicable Delaware law, seek the approval
        of SFG Shareholders of the filing of the Amended COI and any other actions
        required to be approved by the SFG Shareholders in order to consummate the
        Merger and the transactions contemplated hereby under applicable Delaware
        law,
        SFG’s Certificate of Incorporation and/or By-Laws.

       

      5.27
        Non-Contravention; Consents. 

      


      (a) Neither
        the execution, nor delivery, of this Agreement, nor the consummation or
        performance of the Merger, will directly or indirectly (with or without notice
        or lapse of time):

      


      (i)
        contravene, conflict with, or result in a violation of, or give any Governmental
        Body or other Person the right to challenge the Merger or to exercise any
        remedy
        or obtain any relief under any Legal Requirement or any Order to which SFG
        or
        any of the assets of SFG are subject;

      



      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      (ii)
        contravene, conflict with, or result in a violation of any of the terms or
        requirements of, or give any Governmental Body the right to revoke, withdraw,
        suspend, cancel, terminate, or modify any Governmental Authorization that
        is
        held by SFG;

      


      (iii)
        contravene, conflict with, or result in a violation or breach of, or result
        in a
        default under any provision of any of the SFG Contracts;

      


      (iv)
        give
        any Person the right to (i) declare a default or exercise any remedy under
        any
        SFG Contract, (ii) accelerate the maturity or performance of any Contract,
        or
        (iii) cancel, terminate, or modify any SFG Contract; or 

      


      (v)
        result in the imposition or creation of any Encumbrance upon, or with respect
        to, any of SFG's assets.

      


      (b)
        SFG
        is not required to make any filing with, or give any notice to, or to obtain
        any
        Consent from, any Person other than its board of directors in connection
        with
        the execution and delivery of this Agreement, or the consummation or performance
        of the Merger and SFG’s Shareholders in connection with the filing of the
        Amended COI.. 

      


      5.28
        Brokers. Except as set forth in Part 5.28 of the Disclosure Schedule, SFG
        has
        not agreed to pay, nor has it taken any action that might result in any Person
        claiming to be entitled to receive, any brokerage commission, finder's fee,
        or
        similar commission or fee in connection with the Merger.

      


      5.29
        Since January 31, 2004, SFG has maintained a system of internal accounting
        controls sufficient to provide reasonable assurance that (i) transactions
        are
        executed in accordance with management's general or specific authorizations,
        (ii) transactions are recorded as necessary to permit preparation of financial
        statements in conformity with GAAP and to maintain asset accountability,
        (iii)
        access to assets is permitted only in accordance with management's general
        or
        specific authorization, and (iv) the recorded accountability for assets is
        compared with the existing assets at reasonable intervals and appropriate
        action
        is taken with respect to any differences. SFG has established disclosure
        controls and procedures (as defined in Exchange Act) for SFG and designed
        such
        disclosure controls and procedures to ensure that material information relating
        to SFG is made known to the certifying officer by others within those entities,
        particularly during the period in which SFG's Form 10-KSB or 10-QSB, as the
        case
        may be, is being prepared. SFG's certifying officer has evaluated the
        effectiveness of SFG's controls and procedures as of end of the filing period
        prior to the filing date of the Form 10-QSB for the quarter ended October
        31,
        2006 (the "Evaluation Date"). SFG presented in its most recently filed Form
        10-KSB, or Form 10-QSB, the conclusions of the certifying officer about the
        effectiveness of the disclosure controls and procedures based on his evaluation
        as of the Evaluation Date. Since the Evaluation Date, there have been no
        significant changes in SFG's internal controls (as such term is defined in
        Item
        307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge,
        in other factors that could significantly affect the Company's internal
        controls. 

      



      
        
          
          

        

        
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      5.30
        Listing and Maintenance Requirements. SFG is currently quoted on the Pink
        Sheets
        Electronic Quotation Service. SFG has not, in the 12 months preceding the
        date
        hereof, received any notice from the Pink Sheets, or the NASD, or any trading
        market on which SFG's common stock is, or has been, listed or quoted informing
        SFG that it is not in compliance with the quoting, listing, or maintenance
        requirements of the Pink Sheets, or such other trading market. SFG is, and
        has
        no reason to believe that it will not in the foreseeable future continue
        to be,
        in compliance with all such quoting, listing, and maintenance
        requirements.

      


      5.31
        Application of Takeover Protections. SFG and its board of directors have
        taken
        all necessary action, if any, to render inapplicable any control share
        acquisition, business combination, poison pill (including any distribution
        under
        a rights agreement) or other similar anti-takeover provision under SFG's
        certificate or articles of incorporation (or similar charter documents) or
        the
        laws of its state of incorporation that is, or could become, applicable to
        COESfx, or the COESfx Shareholders, as a result of the Merger or the exercise
        of
        any rights by COESfx, or the COESfx Shareholders, pursuant to this
        Agreement.

      


      5.32
        No
        SEC or NASD or State Inquiries. Neither SFG, nor, to the knowledge of any
        of
        SFG’s past or present officers or directors, is, or ever has been, the subject
        of any formal or informal inquiry or investigation by the SEC, NASD or any
        state
        securities agency.

      


      5.33
        Full
        Disclosure. To the knowledge of SFG, the representations and warranties
        contained in this Article V do not contain any untrue statement of a material
        fact, or omit to state any material fact necessary to make the statements
        and
        information contained in this Article V not misleading, except to the extent
        that such omission would not be reasonably expected to result in a Material
        Adverse Effect.

      


      


      ARTICLE
        VI

      CLOSING
        CONDITIONS

      


      6.1
        Conditions to the Obligations of COESfx. The obligations of COESfx to effect
        the
        Merger contemplated by this Agreement shall be subject to the fulfillment,
        or
        written waiver, by COESfx, at or prior to the Closing, of each of the following
        conditions:

      


      (a)
        At
        the Closing, SFG shall have delivered or caused to be delivered to COESfx
        the
        following:

      



      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      (i)
        resolutions duly adopted by the Board of Directors of SFG authorizing and
        approving the Merger and the other actions of SFG required pursuant to this
        Agreement, and the execution, delivery, and performance of this Agreement
        and
        resolutions duly adopted by the Shareholders of SFG approving the filing
        of the
        Amended COI and any other actions required under applicable Delaware law,
        SFG’s
        certificate of Incorporation and/or By-Laws,;

      


      (ii)
        a
        certificate of good standing for SFG and the Merger Subsidiary from their
        respective jurisdictions of incorporation, dated not earlier than five days
        prior to the Closing Date;

      


      (iii)
        written resignations of all officers and directors of SFG and the Merger
        Subsidiary in office immediately prior to the Closing and the appointment
        of
        those persons listed in Sections 6.1(i) and 6.2(q) as the officers and directors
        of SFG and each SFG Subsidiary;

      


      (iv)
        all
        corporate records, agreements, seals, and any other information reasonably
        requested by COESfx's representatives with respect to SFG; and

      


      (v)
        such
        other documents as COESfx and/or the COESfx Shareholders may reasonably request
        in connection with the transactions contemplated hereby; 

      


      (b)
        At
        the Closing, SFG shall have no less than $1,800,000 in net cash proceeds,
        free
        and clear of any Encumbrance, after giving effect to the Financing described in
        Section 6.2 below. SFG shall provide COESfx with a bank statement reasonably
        satisfactory to COESfx showing such proceeds in a bank account in SFG’s name. In
        addition, SFG shall provide COESfx with new signature cards provided by the
        bank
        where such funds are deposited naming one or more parties designated by the
        New
        Board to be the new signatories with full power of disposition of such account
        from and after the Closing;

      


      (c)
        SFG
        shall have performed and complied, in all material respects, with the covenants
        and agreements contained in this Agreement required to be performed by it
        at or
        prior to the Closing, and COESfx shall have received a certificate to that
        effect from an officer of SFG, dated the Closing Date;

      


      (d)
        The
        representations and warranties of SFG set forth in this Agreement shall be
        true
        and correct in all material respects when made and as of the Closing Date
        with
        the same effect as though made at and as of the Closing Date, and COESfx
        shall
        have received a certificate to that effect from an officer of SFG, dated
        the
        Closing Date; 

      (e)
        No
        Material Adverse Effect relating to the business or financial condition of
        SFG
        and/or the Merger Subsidiary shall have occurred after the date of this
        Agreement or prior to the Closing;

      



      
        
          
          

        

        
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      (f)
        COESfx shall have received from SFG such further executed instruments and
        documents as are reasonably required to carry out the transactions contemplated
        by, and to evidence the fulfillment of, the conditions contained in this
        Agreement, and the performance by SFG of all conditions for the consummation
        of
        such transactions;

      


      (g)
        No
        party hereto shall be subject to any Order of a Governmental Body that prevents
        or delays any of the transactions contemplated by this Agreement, and no
        Proceeding shall be threatened in writing or pending before any Governmental
        Body;

      


      (h)
        SFG
        shall have filed with the appropriate Governmental Body each Tax Return required
        to be filed by it prior to the Closing, including, without limitation, those
        specified in Part 5.17 of SFG's Disclosure Schedule;

      


      (i)
        Immediately upon the Closing, the Board of Directors of SFG shall consist
        of
        three (3) members who shall be Bruce Stephens, Ralph Balzano or his designee
        and
        Michael Frey or his designee (the “New Board”). The bylaws of SFG shall specify
        that at the Closing directors of SFG shall hold their Seats for three-year
        terms. The New Board members shall have the right to appoint their respective
        successors during such three-year term. The New Board shall appoint Bruce
        Stephens as Chairman of the Board of Directors, Chief Executive Officer and
        President of SFG and Michael Frey as Chairman of the Advisory
        Committee.

      


      (j)
        Officers and “key” employees of SFG will resign effective with the closing of
        the Merger transaction and new officers shall be appointed by the New Board
        of
        Directors at the Closing. As part of such resignations, SFG shall be released
        from all obligations, both past and prospective, to such officers and “key”
employees. Such release shall apply to all obligations, whether incurred
        in
        conjunction with such officer’s or “key” employees’ employment or otherwise. The
        resignations shall also contain provisions that reasonably protect SFG from
        competition from the resigning officers and “key” employees on terms and
        conditions acceptable to the New Board.

      


      (k)
        All
        Legal Requirements shall have been met with respect to the authorization
        and
        filing the Amended COI as well as the approval of this Agreement, the Merger
        and
        all transactions contemplated hereby;

      


      (l)
        SFG
        shall be current with all its securities filings under the Securities Act
        of
        1933, as amended and the Exchange Act of 1934;

      


      (m)
        SFG
        shall be reinstated as a corporation in good standing under Delaware law
        through
        the payment of all outstanding franchise taxes;

      


      (n)
        COES
        has received a list detailing the names and amounts owned by each shareholder,
        warrant holder, option holder and all other equity rights holders of SFG
        in form
        and substance acceptable to COES;

       


      
        
          
          

        

        
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      (o)
        COES
        has completed a due diligence review of the SFG and its operations, future
        operations, assets, liabilities, contingent liabilities, lawsuits, claims,
        potential claims, capitalization, legal status, regulatory status, obligations
        and other relevant matters and has determined, in COES sole discretion, that
        it
        is in the best interest of the COES shareholders to consummate the transaction.
        SFG shall promptly provide such information as may be reasonably requested
        by
        COES to facilitate such due diligence review; 

      


      (p)
        Holders of any SFG Shares owned by and/or to be issued in connection with
        the
        transactions contemplated by this Agreement or otherwise, shall deliver lock-up
        letters at or prior to the Closing prohibiting the public sale of their SFG
        Shares on terms and conditions acceptable to the New Board, provided, however
        that any such SFG Shares, excluding those issued pursuant to Section 6.2(m),
        held by Concord which are subject to lock-up letters shall be released therefrom
        if at the date which is 180 days after the Closing Date continuation of the
        lock-up letters has not been requested by a third party unaffiliated with
        the
        Company and the New Board determines that the absence of the lock-up letters
        would not have a Material Adverse Effect on SFG or COESfx.. A lock-up letter,
        if
        any, shall be subject to limitations on the public sale of SFG stock that
        are no
        more restrictive as those contained in any lock-up letters to be signed by
        any
        party owning 8% as described in Article 6.2 (l) of this Agreement. The terms
        of
        this section shall not apply to any sales undertaken pursuant to a registration
        statement filed with the United States Securities and Exchange Commission
        by
        SFG; and

      


      (q)
        COESfx has received the approval of its shareholders for the transactions
        contemplated by this Agreement.

      


      6.2
        Conditions to the Obligations of SFG. The obligations of SFG to effect the
        transactions contemplated by this Agreement shall be subject to the fulfillment,
        as reasonably determined by SFG, or, at the sole election of SFG, the waiver,
        at
        or prior to the Closing, of the following conditions :

      


      (a)
        At
        the Closing, COESfx shall have delivered or caused to be delivered to SFG
        the
        following:

       

      (i)
        resolutions duly adopted by the COESfx Board of Directors and the holders
        of a
        majority of the issued and outstanding shares of COESfx Common Stock authorizing
        and approving the Merger and the execution, delivery, and performance of
        this
        Agreement;

      


      (ii)
        a
        certificate of good standing for COESfx, from its respective jurisdiction
        of
        incorporation, dated not earlier than five days prior to the Closing
        Date;

      


      (b)
        COESfx shall have performed and complied in all material respects with the
        covenants and agreements contained in this Agreement required to be performed
        by
        COESfx at, or prior to, the Closing, and SFG shall have received a certificate
        to that effect from an officer of the Company, dated the Closing
        Date;

      



      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      (c)
        Any
        dissenting COESfx Shareholders shall not represent more than 5% of the issued
        and outstanding shares of COESfx Common Stock prior to the Closing;

      


      (d)
        COESfx shall have delivered all COESfx financial statements and pro forma
        financial statements required to be filed with the SEC as part of the
        post-Merger Form 8-K;

      


      (e)
        The
        representations and warranties of COESfx set forth in this Agreement shall
        be
        true and correct in all material respects when made, and as of the Closing
        Date,
        with the same effect as though made at, and as of, the Closing Date, and
        SFG
        shall have received a certificate to that effect from an officer of COESfx,
        dated the Closing Date;

      


      (f)
        No
        Material Adverse Effect relating to COESfx's business or financial condition
        shall have occurred after the date of this Agreement or prior to the
        Closing;

      


      (g)
        SFG
        shall have received from COESfx such further instruments and documents as
        are
        reasonably required to carry out the transactions contemplated by, and to
        evidence the fulfillment of, the agreements contained in this Agreement,
        and the
        performance of all conditions for the consummation of such transactions;
        

      


      (h)
        No
        party hereto shall be subject to any Order of a Governmental Body that would
        prevent or delay any of the transactions contemplated by this Agreement,
        and no
        Proceeding shall be threatened in writing or pending before any Governmental
        Body;

      


      (i)
        The
        delivery of written agreements by key employees and officers of COES as
        identified by SFG, agreeing that that their respective employment agreements
        will be irrevocably terminated and rendered null and void upon the Closing
        of
        the Merger transaction;

      


      (j)
        Officers and “key” employees of COESfx will resign effective with the closing of
        the Merger transaction and new officers shall be appointed by the New Board
        at
        the Closing. As part of such resignations, COESfx shall be released from
        all
        obligations, claims, causes of action, suits and demands of every nature,
        both
        past and prospective, to such officers and “key” employees, including, but not
        limited to, Michael Frey, Ronald Balzano, Michael Weiner, Anthony Collura
        and
        Gregory Mazzeo (the “Releasing Parties”) and the Releasing Parties and their
        affiliates shall be released from all obligations, causes of action, suits
        and
        demands of every nature, both past and prospective, to COESfx and its
        subsidiaries through the execution and delivery by COESfx and its subsidiaries
        of a standard general release. The release in favor of COESfx shall apply
        to all
        obligations, claims, causes of action, suits and demands of every nature
        whether
        incurred in conjunction with the Releasing Parties’ employment or otherwise,
        provided, however, that such releases shall not include the obligation of
        COESfx
        to repay monies lent to COESfx by the Releasing Parties provided such loans
        are
        set forth on the balance sheet of COESfx as of December 31, 2006 or schedule
        6.2
        (j). The resignations shall also contain provisions that reasonably protect
        SFG
        from competition from the Releasing Parties on terms and conditions acceptable
        to the New Board. The Releasing Parties shall also be required to deliver
        general releases to each other releasing one another from all obligations,
        claims, causes of action, suits and demands of every nature, both past and
        prospective, through the execution and delivery of standard general releases.
        The form of releases and agreements with respect to the requirements of this
        section shall be in a form reasonably acceptable to SFG;

      



      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      


      (k)
        Certain key employees of COESfx identified in by SFG shall enter into employment
        agreements with SFG or COESfx on terms mutually acceptable to COESfx, such
        employees and SFG;

      


      (l)
        The
        New Board shall institute a set of financial controls financial reporting
        practices sufficient to satisfy all requirements applicable to SFG or any
        of its
        subsidiaries whether by law or regulation. At a minimum, such financial controls
        shall include a requirement for dual signatures on all checks over $2,500.00.
        At
        the Closing any person or group owing more than 5% of the SFG Shares outstanding
        after the Closing will be required to deliver a written voting agreement
        irrevocably binding such person to vote in favor of the continued election
        of
        the members of the New Board for a period of three (3) years and against
        any
        shareholder proposal which has not been recommended by the New Board during
        such
        three year period. The voting agreement shall terminate three years after
        the
        Closing.

      


      (m)
        The
        New Board will agree in writing that in the event that on or before the Closing
        Date, Concord and/or parties affiliated with them (“Concord Affiliates”) provide
        or arrange for the purchase of $2,000,000 of preferred shares (“Preferred
        Stock”) of SFG (on terms and conditions set forth in the form of Certificate of
        Designation attached hereto as Exhibit D)( the “Financing”), Concord or parties
        designated by it, immediately after the filing of the Amended COI, will be
        issued post reverse split shares of SFG Common Stock in a number which when
        combined with the number of SFG Common Stock receivable upon conversion of
        the
        Preferred Stock equals a total of 14,666,322and paid a maximum of $200,000
        in
        cash. If any funding is provided after the Termination Date ( as defined
        below)
        , the parties will mutually agree on the compensation to be paid to the Concord
        Affiliates. For purposes of this section, the “Termination Date” shall be
        defined as the date which is the earlier of (i) that date which is 60 days
        after
        the Closing or (ii) the closing date of any material non-recurring transaction
        (such as a business combination transaction, merger, acquisition and/or
        reorganization other than the Financing, but specifically excluding any internal
        efforts resulting in sales growth) that materially increases the assets,
        income
        and/or equity value of SFG and/or COESfx.

      



      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      


      (n)
        As
        soon as reasonably possible after the Closing, the New Board shall authorize
        the
        issuance of two classes of SFG common stock purchase warrants. The first
        class
        of warrant shall provide for the issuance of an aggregate of 1,750,000 SFG
        Shares after giving effect to the Reverse Split at an exercise price of $.40
        per
        share (the “Class A Warrant”) and the second class of warrant shall provide for
        the issuance of an aggregate of 1,750,000 SFG Shares after giving effect
        to the
        Reverse Split at an exercise price of $1.00 per share (the “Class B Warrant”).
        The Class A and Class B Warrant shall be exercisable for a five (5) year
        period
        commencing on the Closing. Concord shall be issued Class A Warrants and Class
        B
        Warrants entitling them to purchase 1,000,000 common shares under each such
        Warrant after giving effect to the Reverse Split and the SFG shareholders,
        as
        existing immediately prior to the Effective Time shall be issued Class A
        Warrants and Class B Warrants entitling them to purchase 750,000 common shares
        under each such Warrant after giving effect to the Reverse Split.

      


      (o)
        The
        Releasing Parties and their affiliates, in their capacity as shareholders
        of
        COESfx, and not as officers or directors of COESfx, shall have executed,
        simultaneously with the execution of this Agreement, support agreements in
        the
        form annexed hereto as Exhibit 6.2(o), irrevocably binding the Releasing
        Parties
        to vote for the approval of the Merger and against any proposals in opposition
        to the Merger and/or actions which may negatively effect the consummation
        of the
        Merger. In addition, the support agreements shall provide that the Releasing
        Parties irrevocably appoint Bruce Stephens as their proxy with respect to
        all
        shares of COESfx owned by such parties in connection with any vote related
        to
        the Merger. Notwithstanding the foregoing, Bruce Stephens may not vote such
        proxies unless SFG has met all of the conditions contained in this Merger
        Agreement and/or COESfx has waived compliance with any such conditions, and
        any
        vote of the proxies shall be consistent with completion of the Merger
        transaction as contemplated herein.

      


      (p)
        COESfx and the Releasing Parties shall have delivered to SFG simultaneously
        with
        the execution of this Agreement, a certified list of shareholders and warrant
        holders of COESfx dated as of the date of this Agreement. The certification
        shall state that the shares and warrants issued on such list have been validly
        authorized and duly issued by COESfx, that the parties set forth on such
        certified list have paid the consideration required for the issuance and
        delivery of such shares and warrants, that the parties set forth on such
        list,
        according to the records of COESfx, are the true and lawful owners of such
        shares and warrants and that COESfx possesses no claims against such shares
        and/or warrants and/or any rights to rescind and/or cancel the issuance of
        such
        shares and/or warrants.

      


      (q)
        Immediately upon the Closing, the New Board shall consist of three (3) members
        who shall be Bruce Stephens, Ralph Balzano or his designee and Michael Frey
        or
        his designee The bylaws of SFG shall specify that at the Closing directors
        of
        SFG shall hold their Seats for three-year terms. The New Board members shall
        have the right to appoint their respective successors during such three-year
        term. The New Board shall appoint Brice Stephens as Chairman of the Board
        of
        Directors, Chief Executive Officer and President and Michael Frey as Chairman
        of
        the Advisory Committee.

      



      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      


      (r)
        COESfx will deliver proof, in a form acceptable to SFG, that COESfx does
        not
        have, nor ever had, any ownership or any other form of interest whatsoever
        in
        the Meta Trader platform currently operated by 57 Danvers LLC and Gregory
        Mazzeo
        under the trade name Spot Trader (“Spot Trader Platform”). In addition COESfx
        shall deliver proof, in a form acceptable to SFG, that COESfx owes no monetary
        obligations whatsoever to Gregory Mazzeo, 57 Danvers Lane LLC and/or any
        monies
        whatsoever in connection with the Spot Trader Platform.

      


      (s)
        COESfx has received the approval of a majority of its shareholders approving
        the
        transactions contemplated by this Merger Agreement.

      


      


      ARTICLE
        VII

      SURVIVAL
        OF REPRESENTATIONS AND WARRANTIES

      


      The
        representations and warranties made by SFG and COESfx (including the
        representations and warranties set forth in Sections 4 and 5 and the
        representations and warranties set forth in any certificate delivered at
        Closing
        by an officer of COESfx or SFG) shall survive the Closing. For purposes of
        this
        Agreement, each statement or other item of information set forth in a Party's
        Disclosure Schedule shall be deemed to be a part of the representations and
        warranties made by such Party in this Agreement.

      


      ARTICLE
        VIII

      TERMINATION

      


      8.1
        Events of Termination. This Agreement may, by notice given in the manner
        hereinafter provided, be terminated and abandoned at any time prior to
        completion of the Closing, as follows:

      


      (a)
        by
        COESfx if (1) there has been a material Breach by SFG and, in the case of
        a
        covenant or agreement Breach, such Breach shall not have been cured within
        ten
        (10) days after receipt by SFG of notice specifying particularly such Breach,
        (2) if COESfx identifies hereafter any fact, circumstance or event that could
        be
        reasonably determined to have a Material Adverse Effect on SFG and such fact,
        circumstance or event is not cured by SFG within ten (10) days after receipt
        by
        SFG of notice specifying particularly such fact, event or circumstance, or
        (3)
        if the Closing Conditions have not been satisfied by the close of business
        on
        May 31, 2007;

      


      (b)
        by
        SFG (1) if there has been a material Breach by COESfx and, in the case of
        a
        covenant or agreement Breach, such Breach shall not have been cured within
        ten
        (10) days after receipt by COESfx of notice specifying particularly such
        Breach,
        or (2) if SFG identifies hereafter any fact, circumstance or event that could
        be
        reasonably determined to have a Material Adverse Effect on COESfx following
        the
        Merger, and such fact, circumstance or event is not cured by COESfx within
        ten
        (10) days after receipt by COESfx of notice specifying particularly such
        fact,
        event or circumstance, or (3) if the Closing Conditions have not been satisfied
        by the close of business on May 31, 2007; or

      



      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      


      (c)
        at
        any time by mutual written agreement of COESfx and SFG. 

      


      This
        Agreement may not be terminated after completion of the Closing, except by
        mutual agreement of COESfx and SFG. 

      


      ARTICLE
        IX

      MISCELLANEOUS

      


      9.1
        Severability. If any provision of this Agreement is declared by any court
        or
        other Governmental Body to be null, void, or unenforceable, this Agreement
        shall
        be construed so that the provision at issue shall survive to the extent it
        is
        not so declared null, void, or unenforceable and all of the other provisions
        of
        this Agreement shall remain in full force and effect.

      


      9.2
        Entire Agreement. This Agreement, together with each party’s Disclosure
        Schedules, all exhibits and schedules hereto attached, constitutes the entire
        agreement among the Parties pertaining to the subject matter hereof and
        completely supersedes all prior or contemporaneous agreements, understandings,
        arrangements, commitments, negotiations, and discussions of the Parties,
        whether
        oral or written, all of which shall have no substantive significance or
        evidentiary effect. Each Party acknowledges, represents, and warrants that
        it
        has not relied on any representation, agreement, understanding, arrangement,
        or
        commitment that has not been expressly set forth in this Agreement. Each
        Party
        acknowledges, represents and warrants that this Agreement is fully integrated
        and parole evidence is not needed to reflect the intentions of the Parties.
        The
        Parties specifically intend that the literal words of this Agreement shall,
        alone, conclusively determine all questions concerning the Parties'
        intent.

      


      9.3
        Corporate Affairs. Each Party will make every reasonable effort to keep
        confidential any information obtained by them concerning the other Party,
        including its internal organization, finances, procedures, and customers.
        Neither Party will make any public announcement, or release any publicity
        regarding the other Party, other than routine oral communications with analysts,
        shareholders, and prospective investors without the prior written consent
        (which
        shall not be unreasonably withheld or delayed) of the Party being named,
        unless,
        in the good faith opinion of counsel to the party contemplating such disclosure,
        such disclosure is required by law and time does not permit the party to
        obtain
        such consent, or such disclosure may otherwise be necessary in connection
        with
        the filing of any reports under the Exchange Act or Tax Returns, or claims
        for
        refunds, or in conducting a Tax audit or other proceedings. This Section
        9.3
        shall survive the termination of this Agreement. Notwithstanding anything
        herein
        to the contrary, any Party (and any employee, representative, or other agent
        of
        such Party) may disclose to any and all persons, without limitation of any
        kind,
        the tax treatment and tax structure of the transactions contemplated by this
        Agreement and all materials of any kind (including opinions or other tax
        analyses) that are provided to it relating to such tax treatment and tax
        structure. For this purpose, tax treatment and tax structure shall not include
        the identity of any existing or future Party (or any affiliate of such Party)
        to
        this Agreement.

      



      
        
          
          

        

        
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      9.4
        Notices. Unless otherwise expressly provided herein, all notices, requests,
        demands, instructions, documents, and other communications to be given hereunder
        by either Party to the other shall be in writing, shall be sent to the address
        set forth below (provided that any Party may at any time change the
        individual(s) to whom Notice is to be sent and/or its address for notice
        or
        other such information by giving written notice thereof in accordance with
        this
        Section), and shall be deemed to be duly given upon the earliest of (a) hand
        delivery, or (b) the first business day after sending by reputable overnight
        delivery service for next-day delivery.

      


      If
        to
        COESfx:

      


      Michael
        Frey

      Ronald
        Balzano

      255
        Executive Drive, Suite 408

      Plainview,
        NY 11803

      


      


      


      If
        to
        SFG:

      


      John
        A.
        Dugan

      85
        Amherst Street

      Garden
        City, NY 11530

      


      with
        a
        copy to:

      


      William
        J. Reilly, Esq.

      401
        Broadway, Suite 912

      New
        York,
        NY 10013

      


      


      9.5
        Amendments; Waivers. This Agreement may not be amended or modified unless
        such
        amendment or modification is in writing and signed by all of the Parties
        to this
        Agreement. The terms, covenants, representations, warranties, or conditions
        of
        this Agreement may only be waived in writing. Any waiver of any condition,
        or of
        the Breach of any provision, term, covenant, representation, or warranty
        contained in this Agreement, in any one or more instances, shall not be deemed
        to be or construed as a further or continuing waiver of any condition, or
        of the
        breach of any other provision, term, covenant, representation, or warranty
        of
        this Agreement.

      



      
        
          
          

        

        
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      9.6
        Successors and Assigns. The rights and obligations under this Agreement may
        not
        be assigned or delegated unless in writing executed by the Parties hereto,
        and
        any attempted assignment or delegation without such prior written consent
        shall
        be void and of no force or effect. This Agreement shall inure to the benefit
        of,
        and shall be binding upon, the successors and permitted assigns of the Parties
        to this Agreement.

      


      9.7
        Governing Law; Submission to Jurisdiction. This Agreement and all transactions
        contemplated hereby shall be governed by, and construed and enforced in
        accordance with, the laws of the State of New York, and shall be treated
        in all
        respects as a State of New York contract, without regard to any state's laws
        related to choice or conflict of laws. The Parties irrevocably agree and
        consent
        to the jurisdiction of the courts of the States of New York and the federal
        courts of the United States sitting in such state for the adjudication of
        any
        matters arising under, or in connection with, this Agreement.

      


      9.8
        Waiver of Jury Trial. The parties hereby irrevocability waive any and all
        right
        to trial by jury in any legal action, proceeding, claim, or counterclaim,
        whether at law or in equity, arising out of, or relating to, this agreement
        or
        the transactions contemplated hereby.

      


      9.9
        Subsequent Documentation. At any time, and from time to time after the Closing
        Date, each of the Parties to this Agreement shall use its best efforts to
        take
        such action as may be necessary, or as may be reasonably requested by another
        Party to this Agreement, to carry out and consummate the transactions
        contemplated by this Agreement.

      


      9.10
        Counterparts. This Agreement may be executed in any number of counterparts
        and
        by different Parties on separate counterparts, each of which, when executed
        and
        delivered, shall be deemed to be an original, and all of which, when taken
        together, shall constitute but one and the same Agreement. Delivery of an
        executed counterpart of this Agreement by facsimile shall be equally as
        effective as delivery of an original executed counterpart of this Agreement.
        Any
        Party delivering an executed counterpart of this Agreement by facsimile also
        shall deliver an original executed counterpart of this Agreement, but the
        failure to deliver an original executed counterpart shall not affect the
        validity, enforceability, and binding effect of this Agreement.

      


      9.11
        Interpretation. In this Agreement, unless a clear contrary intention
        appears:

      


      (a)
        the
        singular number includes the plural number and vice versa;

      


      (b)
        reference to any Person includes such Person's successors and assigns, but,
        if
        applicable, only if such successors and assigns are not prohibited by this
        Agreement, and reference to a Person in a particular capacity excludes such
        Person in any other capacity or individually;

      



      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      


      (c)
        reference to gender does not exclude the other gender;

      


      (d)
        reference to any agreement, document, or instrument means such agreement,
        document, or instrument as amended or modified and in effect from time to
        time
        in accordance with the terms thereof;

      


      (e)
        reference to any Legal Requirement means such Legal Requirement as amended,
        modified, codified, replaced, or reenacted, in whole or in part, and in effect
        from time to time, including rules and regulations promulgated thereunder,
        and
        reference to any section or other provision of any Legal Requirement means
        that
        provision of such Legal Requirement from time to time in effect and constituting
        the substantive amendment, modification, codification, replacement, or
        reenactment of such section or other provision;

      


      (f)
        "hereunder," "hereof," "hereto," and words of similar import shall be deemed
        references to this Agreement as a whole and not to any particular Article,
        Section, or other provision hereof; 

      


      (g)
        "including" (and with correlative meaning "include") means including without
        limiting the generality of any description preceding such term;

      


      (h)
        "or"
        is used in the inclusive sense of "and/or";

      


      (i)
        with
        respect to the determination of any period of time, "from" means "from and
        including" and "to" means "to but excluding"; and

      


      (j)
        references to documents, instruments, or agreements shall be deemed to refer
        as
        well to all addenda, exhibits, schedules, or amendments thereto.

      


      


      IN
        WITNESS WHEREOF, SFG and COESfx have executed, or caused to be executed by
        their
        duly authorized representatives, this Agreement as of the date first above
        written.

       

      
        

          
            	
                    SFG
                      FINANCIAL CORPORATION

                  	
                    COESFX
                      HOLDINGS, INC.

                  
	
                    A
                      Delaware corporation

                  	
                    A
                      New York corporation

                  
	 	 
	
                    By:
                      /s/ John A.
                      Dugan                       
                      

                  	
                    By:
                      /s/ Michael
                      Frey                      
                      

                  
	 	 
	
                    Title:
                      Chairman                                  

                  	
                    Title:
                      Chief Executive
                      Officer         
                      

                  


          

           

           

           

          
            
              
              

            

            
              44

              
                

              

            

            
              
              

            

          

        

      

      

        COESFX
          ACQUISITION CORP.

        A
          to be
          Formed New York corporation

         

        By: 
          /s/ Michael
          Frey                         


         

        Title: 
          Chief Executive
          Officer            


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 


      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

      


      Exhibit
        A

      Certain
        Definitions

      


      For
        purposes of the Agreement (including this Exhibit A):

      


      Affiliate.”
        Affiliate” means with respect to a Person, any other Person that directly or
        indirectly controls, is controlled by, or is under common control with, such
        Person. As used in this definition, “control” (including its correlative
        meanings “controlled by” and “under common control with”) means possession,
        directly or indirectly, of power to direct or cause the direction of management
        or policies (whether through ownership of ten percent (10%) or more of
        outstanding voting securities or partnership or other ownership interests,
        by
        Contract or otherwise).

      


      Agreement.”
        Agreement” means the Agreement and Plan of Merger to which this Exhibit A
        is
        attached (including the Disclosure Schedules), as it may be amended from
        time to
        time.

      


      Breach.
        There
        shall be deemed to be a “Breach” of a representation, warranty, covenant,
        obligation, or other provision if there is or has been (a) any inaccuracy
        (subject to applicable knowledge and materiality qualifiers, if any) in,
        or
        breach of, or any failure to comply with, or perform, such representation,
        warranty, covenant, obligation, or other provision, or (b) any claim (by
        any Person) or other circumstance that is inconsistent with such representation,
        warranty, covenant, obligation, or other provision; and the term “Breach” shall
        be deemed to refer to any such inaccuracy, breach, failure, claim, or
        circumstance.

      


      CERCLA.“CERCLA”
        means the Comprehensive Environmental Response, Compensation and Liability
        Act.

      


      Claim.”
Claim”
        shall have the meaning specified in Section 7.4.

      


      Closing.”
        Closing” shall have the meaning specified in Section 2.1. 

      


      Closing
        Date.”
Closing
        Date” shall have the meaning specified in Section 2.1.

      


      Code.”
Code”
        means the Internal Revenue Code of 1986, as amended.

      


      Consent.”
        Consent” means any approval, consent, ratification, permission, waiver, or
        authorization (including any Governmental Authorization). 

      


      Contract.”
        Contract” means any written, oral, implied, or other agreement, contract,
        understanding, arrangement, instrument, note, guaranty, indemnity,
        representation, warranty, deed, assignment, power of attorney, certificate,
        purchase order, work order, insurance policy, benefit plan, commitment,
        covenant, assurance or undertaking of any nature, and shall include, without
        limitation, arrangements relating to employment.


      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      


      Damages.”
        Damages” shall include any loss, damage, injury, Liability, claim, demand,
        settlement, judgment, award, fine, penalty, Tax, fee (including any legal
        fee,
        expert fee, accounting fee or advisory fee), charge, cost (including any
        cost of
        investigation), or expense of any nature. 

      


      Disclosure
        Schedule.”
        Disclosure Schedule” means the schedule (dated as of the date of the Agreement)
        delivered by each Party, copies of which are attached to the Agreement and
        incorporated in the Agreement by reference.

      


      Effective
        Time.”
        Effective Time” shall have the meaning specified in Section 1.2.

      


      Employee
        Benefit Plan.”
        Employee Benefit Plan” shall have the meaning specified in Section 3(3) of
        ERISA. 

      


      Encumbrance.”
        Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, security
        interest, encumbrance, equity, trust, equitable interest, claim, preference,
        right of possession, lease, tenancy, license, encroachment, covenant,
        infringement, interference, Order, proxy, option, right of first refusal,
        preemptive right, community property interest, legend, defect, impediment,
        exception, reservation, limitation, impairment, imperfection of title, condition
        or restriction of any nature (including any restriction on the transfer of
        any
        asset, any restriction on the receipt of any income derived from any asset,
        any
        restriction on the use of any asset and any restriction on the possession,
        exercise or transfer of any other attribute of ownership of any asset).


      


      Entity.”
Entity”
        means any corporation (including any non-profit corporation), general
        partnership, limited partnership, limited liability partnership, joint venture,
        estate, trust, cooperative, foundation, society, political party, union,
        company
        (including any limited liability company or joint stock company), firm or
        other
        enterprise, association, organization or entity.

      


      Environmental
        Law.
        “Environmental Law” means any applicable binding and enforceable federal, state,
        or local statute, law, rule, regulation, ordinance, or code relating to the
        environment, employee health and safety, or Hazardous Materials, including
        CERCLA, Resource Conservation and Recovery Act; the Federal Water Pollution
        Control Act, 33 U.S.C. § 1251 et
        seq.;
        the
        Toxic Substances Control Act, 15 U.S.C. § 2601 et seq; the Clean Air Act,
        42 USC § 7401 et seq.; the Safe Drinking Water Act, 42 USC. § 3803 et seq.; the
        Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq.; and the
        Occupational Safety and Health Act, 29 U.S.C. §651 et seq. (to the extent it
        regulates occupational exposure to Hazardous Materials).

      


      ERISA.“ERISA”
        means the Employee Retirement Income Security Act of 1974. 

      


      Governmental
        Authorization.”
        Governmental Authorization” means any: (a) permit, license, certificate,
        franchise, concession, approval, consent, ratification, permission, clearance,
        confirmation, endorsement, waiver, certification, designation, rating,
        registration, qualification, or authorization issued, granted, given, or
        otherwise made available by, or under the authority of, any Governmental
        Body,
        or pursuant to any Legal Requirement; or (b) right under any Contract with
        any
        Governmental Body. 

      



      
        
          
          

        

        
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      Governmental
        Body.”
        Governmental Body” means any: (a) nation, principality, state, commonwealth,
        province, territory, county, municipality, district, or other jurisdiction
        of
        any nature; (b) federal, state, local, municipal, foreign, or other government;
        (c) governmental or quasi-governmental authority of any nature (including
        any
        governmental division, subdivision, department, agency, bureau, branch, office,
        commission, council, board, instrumentality, officer, official, representative,
        organization, unit, body, or Entity and any court or other tribunal); (d)
        multi-national organization or body; or (e) individual, Entity or body
        exercising, or entitled to exercise, any executive, legislative, judicial,
        administrative, regulatory, police, military, or taxing authority or power
        of
        any nature.

      


      Hazardous
        Material.”
        Hazardous Material” means any substances that are defined or listed in, or
        otherwise classified pursuant to Environmental Laws as “hazardous substances,”
“hazardous materials,” “hazardous wastes,” “toxic substances,” “pollutants,”
“toxic pollutants,” “hazardous air pollutants” or any other similar
        designation.

      


      Immaterial
        Contract.”
        Immaterial Contract” means any Contract that: (a) was entered into in the
        Ordinary Course of Business; (b) may be terminated by the applicable Party
        (without penalty) within 31 days after the delivery of a termination notice
        by
        such Party to the other party involved defined as applying to this agreement;
        and (c) does not contemplate or involve the payment of cash or other
        consideration in an amount or having a value in excess of $50,000.

      


      Legal
        Requirement.”
Legal
        Requirement” means any federal, state, local, municipal, foreign, or other law,
        statute, legislation, constitution, principle of common law, resolution,
        ordinance, code, edict, decree, proclamation, treaty, convention, rule,
        regulation, ruling, directive, pronouncement, requirement, specification,
        determination, decision, opinion, or interpretation issued, enacted, adopted,
        passed, approved, promulgated, made, implemented, or otherwise put into effect
        by or under the authority of any Governmental Body.

      


      Liability.”
        Liability” means any debt, obligation, duty, or liability of any nature
        (including any unknown, undisclosed, unmatured, unaccrued, unasserted,
        contingent, indirect, conditional, implied, vicarious, derivative, joint,
        several, or secondary liability), regardless of whether such debt, obligation,
        duty, or liability would be required to be disclosed on a balance sheet prepared
        in accordance with generally accepted accounting principles and regardless
        of
        whether such debt, obligation, duty, or liability is immediately due and
        payable.

      


      Material
        Adverse Effect. “Material
        Adverse Effect” means a materially adverse effect on the financial condition,
        assets, or results of operations of the applicable Person’s business and
        financial condition.

      



      
        
          
          

        

        
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      Material
        Consents. “Material
        Consents” means those Consents designated by either Party as a condition to
        Closing required from third parties.

      


      Merger.”
Merger”
        means the merger of Merger Subsidiary into COESfx and the conversion of COESfx
        Shares into SFG Shares pursuant to the terms and conditions of this
        Agreement.

      


      Merger
        Consideration.”
Merger
        Consideration” means the SFG Shares issued in the Merger.

      


      Merger
        Subsidiary.”
Merger
        Subsidiary” means COESfx Acquisition Corp., a New York corporation.

      


      Order.”
Order”
        means any: (a) order, judgment, injunction, edict, decree, ruling,
        pronouncement, determination, decision, opinion, verdict, sentence, subpoena,
        writ or award issued, made, entered, rendered, or otherwise put into effect
        by
        or under the authority of any court, administrative agency, or other
        Governmental Body, or any arbitrator, or arbitration panel; or (b) Contract
        with
        any Governmental Body entered into in connection with any Proceeding.


      


      Ordinary
        Course of Business.
        An
        action taken by or on behalf of a Party shall not be deemed to have been
        taken
        in the “Ordinary Course of Business” unless:

      


      (a) such
        action is recurring in nature, is consistent with the past practices of such
        Party, and is taken in the ordinary course of the normal day-to-day operations
        of such Party; 

      


      (b) such
        action is taken in accordance with sound and prudent business
        practices;

      


      (c) such
        action is not required to be authorized by the shareholders of such Party,
        the
        board of directors of such Party, or any committee of the board of directors
        of
        such Party, and does not require any other separate or special authorization
        of
        any nature; and

      


      (d) such
        action is similar in nature and magnitude to actions customarily taken, without
        any separate or special authorization, in the ordinary course of the normal
        day-to-day operations of Comparable Entities.

      


      Party
        or Parties.”
Party”
        or “Parties shall have the meaning specified in the first
        paragraph.

      


      Person.”
Person”
        means any individual, Entity, or Governmental Body.

      


      Proceeding.”
        Proceeding” means any action, suit, litigation, arbitration, proceeding
        (including any civil, criminal, administrative, investigative, or appellate
        proceeding and any informal proceeding), prosecution, contest, hearing, inquiry,
        inquest, audit, examination, or investigation commenced, brought, conducted,
        or
        heard by or before, or otherwise involving, any Governmental Body, or any
        arbitrator or arbitration panel.

      



      
        
          
          

        

        
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      Proprietary
        Asset.
        “Proprietary Asset” means any patent, patent application, trademark (whether
        registered or unregistered and whether or not relating to a published work),
        trademark application, trade name, fictitious business name, service mark
        (whether registered or unregistered), service mark application, copyright
        (whether registered or unregistered), copyright application, maskwork, maskwork
        application, trade secret, know-how, customer list, franchise, system, computer
        software, invention, design, blueprint, engineering drawing, proprietary
        product, technology, proprietary right, or other intellectual property right
        or
        intangible asset.

      


      Related
        Party.
        Each of
        the following shall be deemed to be a “Related Party”: (a) each individual who
        is, or who has at any time been, an officer of the applicable Party; (b)
        each
        member of the family of each of the individuals referred to in clause “(a)”
above; and (c) any Entity (other than such Party) in which any one of the
        individuals referred to in clauses “(a)” and “(b)” above holds or held (or in
        which more than one of such individuals collectively hold or held), beneficially
        or otherwise, a controlling interest or a material voting, proprietary, or
        equity interest.

      


      Representatives.”
        Representatives” means officers, directors, employees, agents, attorneys,
        accountants, advisors, and representatives.

      


      Subsidiaries.“Subsidiaries”
        means COESfx, Inc., Currency Order Execution Systems, Inc., and COESfx Direct,
        Inc.

      


      Surviving
        Corporation.”
        Surviving Corporation” means COESfx, which shall be the survivor in the Merger
        with Merger Subsidiary.

      


      Tax.”
Tax”
        means any tax (including any income tax, franchise tax, capital gains tax,
        estimated tax, gross receipts tax, value-added tax, surtax, excise tax, ad
        valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business
        tax, occupation tax, inventory tax, occupancy tax, withholding tax, or payroll
        tax), levy, assessment, tariff, impost, imposition, toll, duty (including
        any
        customs duty), deficiency, or fee, and any related charge or amount (including
        any fine, penalty, or interest), that is, has been, or may in the future
        be
        (a) imposed, assessed, or collected by or under the authority of any
        Governmental Body, or (b) payable pursuant to any tax-sharing agreement or
        similar Contract.

      


      Tax
        Return.”
Tax
        Return” means any return (including any information return), report, statement,
        declaration, estimate, schedule, notice, notification, form, election,
        certificate, or other document or information that is, has been, or may in
        the
        future be, filed with or submitted to, or required to be filed with or submitted
        to, any Governmental Body in connection with the determination, assessment,
        collection, or payment of any Tax, or in connection with the administration,
        implementation, or enforcement of or compliance with any Legal Requirement
        relating to any Tax.

      



      
        
          
          

        

        
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      Third-Party
        Claim.”
        Third-Party Claim” shall have the meaning specified in Article VII.

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

         

      

      


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