SECOND
      AMENDMENT TO PURCHASE AGREEMENT

     

    This
      Second Amendment (this “Amendment”)
      to
      that certain Purchase Agreement (the “Original
      Agreement”),
      dated
      as of September 30, 2006, by and among Turnaround Partners, Inc., a Nevada
      corporation (f/k/a Emerge Capital Corp., the Delaware corporation and
      hereinafter referred to as the “Purchaser”),
      Kipling Holdings, Inc., a Delaware corporation (the “Company”)
      and
      Timothy J. Connolly, an individual (the “Selling
      Shareholder”,
      and
      together with the Purchaser and the Company, the “Parties”)
      is
      dated and made effective as of December 31, 2006. 

     

    RECITALS:

     

    WHEREAS,
      pursuant
      to the Original Agreement,
      the
      Selling Shareholder sold to the Purchaser, and the Purchaser purchased from
      the
      Selling Shareholder, one hundred percent (100%) of the total issued and
      outstanding capital stock of the Company in exchange for (a) the Purchaser’s
      assumption of all of the liabilities of the Company, (b) the Purchaser expanding
      the Existing Anti-Dilution Rights (as such term is defined in the Original
      Agreement) in favor of the Selling Shareholder and (c) a nominal cash amount
      equal to the direct costs incurred by the Selling Shareholder in connection
      with
      the Original Agreement, on the terms and conditions set forth
      therein;
      

     

    WHEREAS,
      pursuant to the Original Agreement (a) the Selling Shareholder was to, within
      five (5) business days following the Closing Date (as such term is defined
      in
      the Original Agreement) relinquish all Existing Dilution Rights (as such term
      is
      defined therein) by delivering those shares of Emerge Series B Preferred (as
      defined in the Original Agreement) held by the Selling Shareholder and the
      Selling Shareholder’s spouse and (b) the Purchaser was to, within five (5) days
      following the execution of the Original Agreement, file with the Secretary
      of
      State of the State of Delaware the Certificate of Designation (as such term
      is
      defined in the Original Agreement) and receive confirmation from that State
      of
      the effectiveness of such Certificate of Designation; 

     

    WHEREAS,
      effective as of October 5, 2006, the Parties entered into that certain First
      Amendment to Purchase Agreement (the “First
      Amendment”)
      whereby the Parties amended the Original Agreement to extend the time in which
      the Selling Shareholder was to relinquish its Existing Dilution Rights and
      the
      Purchaser was to file the Certificate of Designation on the terms set forth
      therein; 

    


    WHEREAS,
      on
      December 28, 2006, the Company, formerly a Delaware corporation, completed
      its
      reincorporation in Nevada by way of a merger of the Company with and into its
      wholly-owned subsidiary, Turnaround Partners, Inc., a newly-formed Nevada
      corporation, thereby effecting a change in the Company’s legal domicile from
      Delaware to Nevada; and

    


    WHEREAS,
      the
      Parties desire to further amend the Original Agreement to (a) further extend
      the
      time in which the Selling Shareholder shall receive its Additional Anti-Dilution
      Rights and the date that the Purchaser shall file the Certificate of Designation
      with the Secretary of State of the State of Nevada and (b) modify the Additional
      Anti-Dilution Rights as is more fully set forth herein.

    


    AGREEMENT:

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, conditions and covenants contained herein,
      and for other good and valuable consideration, receipt of which is hereby
      acknowledged, the Parties hereto agree as follows: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1. Amendment
      to Section 1.2 of the Original Agreement.
      The
      Original Agreement, as amended by the First Amendment, is hereby further amended
      by deleting Section 1.2 as set forth in the First Amendment in its entirety
      and
      by inserting in lieu thereof the following:

     

    “1.2
      Additional
      Anti-Dilution Rights.
      As
      partial consideration for the acquisition by the Purchaser of all of the
      outstanding capital stock of the Company in accordance with Section 1.1(b)
      above, the Selling Shareholder shall relinquish all Existing Anti-Dilution
      Rights by delivering to the Purchaser those shares of Emerge Series B Preferred
      held by the Emerge Shareholders and, in exchange therefore, the Purchaser shall
      issue and deliver to the Emerge Shareholders, in the denominations set forth
      opposite each Emerge Shareholder’s name on Schedule
      A
      attached
      hereto, shares of its convertible Series D preferred stock, par value $0.01
      per
      share (the Emerge
      Series D Preferred”)
      in the
      form of Exhibit
      A
      hereto
      (the “Certificate
      of Designation”)
      and
      amend and restate its Certificate of Designation of Emerge Series B Preferred
      to
      reflect the relinquishment of such Existing Anti-Dilution Rights in accordance
      with the terms herein. The Emerge Series D Preferred shares will have
      substantially the same powers, designations, preferences and relative,
      participating, optional and other special rights except that holders of Emerge
      Series D Preferred will receive those additional anti-dilution rights (the
      “Additional
      Anti-Dilution Rights”)
      set
      forth in Section 4 of the Certificate of Designation.”

     

    2. Amendment
      to Section 1.4.3 of the Original Agreement.
      The
      Original Agreement, as amended by the First Amendment, is hereby amended by
      deleting Section 1.4.3 as set forth in the First Amendment its entirety and
      by
      inserting in lieu thereof the following:

     

    “1.4.3 The
      Purchaser shall file with the Secretary of State of the State of Nevada the
      Certificate of Designation and receive confirmation from that State of the
      effectiveness of such Certificate of Designation not later than April 19,
      2007.”

     

    3. Amendment
      to Schedule A of the Original Agreement.
      The
      Original Agreement is hereby amended by deleting Schedule
      A
      in its
      entirety and by inserting in lieu thereof that certain Schedule
      A
      attached
      hereto as Exhibit
      A.
       

    


    4 Amendment
      to Exhibits to the Original Agreement.
      The
      Original Agreement is hereby amended by deleting that form of Certificate of
      Designation of Emerge Series D Preferred set forth as Exhibit
      A
      therein
      and by inserting in lieu thereof that certain Certificate of Designation
      attached hereto as Exhibit
      B.
      The
      Original Agreement is hereby amended by adding, as Exhibit
      B
      thereto,
      that certain Amended and Restated Certificate of Designation of Series B
      Preferred attached hereto as Exhibit
      C.

    


    5. Amendment
      to Second WHEREAS Clause.
      The
      Original Agreement is hereby amended by deleting the second “WHEREAS” clause in
      its entirety and by inserting in lieu thereof the following:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “WHEREAS,
      as of
      the date of this Agreement, the Selling Shareholder beneficially owns 93,334
      shares of the Purchaser’s Series B preferred stock, par value $0.01 per share
      (the “Emerge
      Series B Preferred”),
      of
      which 79,331 shares are held directly by the Selling Shareholder, 14,003 shares
      are held by the Selling Shareholder’s spouse (together with the Selling
      Shareholder, the “Emerge
      Shareholders”)
      and
      One Hundred Thousand (100,000) shares of Emerge Series B Preferred are currently
      issued and outstanding; and” 

     

    6. Full
      Force and Effect.
      Except
      as expressly amended herein, all other terms and provisions of the Original
      Agreement shall remain in full force and effect and are hereby ratified and
      confirmed in all respects. 

    


    7. Counterparts.
      This
      Amendment may be executed in one (1) or more counterparts, each of which such
      counterparts shall be deemed an original and all of which together shall
      constitute one and the same Amendment. 

     

    8. Further
      Amendments.
      The
      Original Agreement shall further be amended wherever appropriate to reflect
      the
      changes indicated above.

     

    9. Recitals.
      The
      Recitals hereto are hereby incorporated into this Amendment as if fully stated
      herein.

     

    10. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware. The parties hereto agree that any claim, suit, action or
      proceeding arising out of or relating to this Agreement or the transactions
      contemplated hereby shall be submitted for adjudication exclusively in any
      state
      or federal court sitting in Houston, Texas and each party hereto expressly
      agrees to be bound by such selection of jurisdiction and venue for purposes
      of
      such adjudication. Each party (a) waives any objection which it may have that
      such court is not a convenient forum for any such adjudication, (b) agrees
      and
      consents to the personal jurisdiction of such court with respect to any claim
      or
      dispute arising out of or relating to this Agreement or the transactions
      contemplated hereby and (c) agrees that process issued out of such court or
      in
      accordance with the rules of practice of such court shall be properly served
      if
      served personally or served by certified mail or other form of substituted
      service, as provided under the rules of practice of such court.

     

    11. Opportunity
      to Hire Counsel; Role of Kirkpatrick & Lockhart Preston Gates Ellis
      LLP.
      The
      Selling Shareholder and the Company expressly acknowledge that they have been
      advised and have been given an opportunity to hire counsel with respect to
      this
      Amendment and the transactions contemplated hereby. The Selling Shareholder
      and
      the Company further acknowledge that the law firm of Kirkpatrick & Lockhart
      Preston Gates Ellis LLP
      did
      not
      provide them with any legal advice with respect to the transactions contemplated
      by this Agreement. The Selling Shareholder and the Company further acknowledge
      that the law firm of Kirkpatrick & Lockhart Preston Gates Ellis LLP
      has
      solely represented the Purchaser in connection with this Agreement and the
      transactions contemplated hereby and no other person.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have executed this Second Amendment as of the date first written
      above.

     

    
      	 	
              Purchaser:

            
	 	 
	 	
              Emerge
                Capital Corp.

            
	 	 
	 	
              By: /s/
                Pete
                Shukis                                                                
                

            
	 	
              Name:
                Pete Shukis

            
	 	
              Title:
                Controller 

            
	 	 
	 	 
	 	
              Company:

            
	 	 
	 	
              Kipling
                Holdings, Inc.

            
	 	 
	 	
              By:
                /s/
                Timothy J.
                Connolly                                                    
                

            
	 	
              Name:
                Timothy J. Connolly

            
	 	
              Title:
                Chief Executive Officer 

            
	 	 
	 	 
	 	
              Selling
                Shareholder:

            
	 	 
	 	
              Timothy
                J. Connolly, an Individual

            
	 	 
	 	
              By: /s/
                Timothy J.
                Connolly                                                         

            
	 	
              Name:
                Timothy J. Connolly

            
	 	 


    

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    AMENDED
      SCHEDULE
      A
      TO THE ORIGINAL AGREEMENT

    


    Emerge
      Series D Preferred Denominations

     

    
 

    
      	Name of Series D Preferred
              Stockholder: 	 	Number of Shares:
	 	 	 
	Timothy J. Connolly	 	595
	 	 	 
	Jan Carson Connolly	 	105


    

     

    


     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    FORM
      OF 

    CERTIFICATE
      OF DESIGNATION

    OF
      THE

    SERIES
      D PREFERRED STOCK

    (Par
      Value $0.01 Per Share)

    OF

    TURNAROUND
      PARTNERS, INC.

     

    
      
        
          

        

      

    

    


    The
      undersigned, a duly authorized officer of TURNAROUND
      PARTNERS, INC.,
      a
      Nevada corporation (f/k/a Emerge Capital Corp., the Delaware corporation and
      hereinafter referred to as the “Company”),
      in
      accordance with the provisions of Section 78.390
      of
      the Nevada Revised Statutes,
      DOES
      HEREBY CERTIFY
      that the
      following resolution was duly adopted by the Board of Directors of the Company
      (the “Board”)
      by
      unanimous written consent pursuant to Section 78.315
      of
      the Nevada Revised Statutes on
      or
      about March 31, 2007:

     

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

     

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

     

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

     

    WHEREAS,
      in
      connection with the Second Amendment, the Holders are now entitled to receive
      and beneficially own, as of December 31, 2006, a reduced amount equal to Seven
      Hundred (700) shares of Series D Preferred Stock, which such beneficial
      ownership shall, upon the effectiveness of this Certificate of Designation,
      constitute One Hundred Percent (100%) of the total issued and outstanding shares
      of Series D Preferred Stock;

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

    WHEREAS,
      no
      shares of Series D Preferred Stock have been issued and the Board has determined
      that it is in the best interests of the Company to create the powers,
      designations, preferences and relative, participating, optional and other
      special rights for the Series D Preferred Stock in favor of Seller pursuant
      to
      the Original Agreement;

     

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

     

    SECTION
      1

    DESIGNATION
      AND RANK

     

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

     

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

     

    SECTION
      2

    DIVIDEND
      RIGHTS

     

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

     

    SECTION
      3

    LIQUIDATION
      RIGHTS

     

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

     

    


    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    

    SECTION
      4

    CONVERSION
      RIGHTS

     

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

     

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

     

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

     

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

     

    
      
         

      

      
        B-3

        
          

        

      

      
         

      

    

    4.3.  Procedures
      for Conversion.
      

     

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

     

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

     

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

     

    
      
         

      

      
        B-4

        
          

        

      

      
         

      

    

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

     

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

     

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

     

    SECTION
      5

    VOTING
      RIGHTS

     

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

     

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

     

    
      
         

      

      
        B-5

        
          

        

      

      
         

      

    

    SECTION
      6

    MISCELLANEOUS

     

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

     

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

     

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

     

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

     

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

     

    


    


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      Page to Follow]

     

     

    
      
         

      

      
        B-6

        
          

        

      

      
         

      

    


    


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

     

    
      	
              Dated: March
                31, 2007

            	 	
              TURNAROUND
                PARTNERS, INC.

            
	 	 	 
	 	 	
              By:
                /s/
                W. Chris
                Mathers                                        
                

            
	 	 	
              Name: W.
                Chris Mathers 

            
	 	 	
              Title: Chief
                Financial Officer

            
	 	 	 


    

    


    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    FORM
      OF 

    AMENDED
      AND RESTATED

    CERTIFICATE
      OF DESIGNATION

    OF
      THE

    SERIES
      B PREFERRED STOCK

    (Par
      Value $0.01 Per Share)

    OF

    TURNAROUND
      PARTNERS, INC.

     

    
      
        

      

    

     

    The
      undersigned, a duly authorized officer of TURNAROUND
      PARTNERS, INC.,
      a
      Nevada corporation (f/k/a Emerge Capital Corp., the Delaware corporation and
      hereinafter referred to as the “Company”),
      in
      accordance with the provisions of Section 78.390
      of
      the Nevada Revised Statutes,
      DOES
      HEREBY CERTIFY
      that the
      following resolution was duly adopted by the Board of Directors of the Company
      (the “Board”)
      by
      unanimous written consent pursuant to Section 78.315
      of
      the Nevada Revised Statutes on
      or
      about March 31, 2007:

     

    WHEREAS,
      that
      that
      on July 18, 2005, the Board approved the designation of Series B convertible
      preferred stock, par value of $0.01 (the “Series
      B Preferred Stock”),
      to
      consist of up to One Hundred Thousand (100,000) shares, and fixed the powers,
      designations, preferences, and relative, participating, optional and other
      special rights of the shares of such Series B Preferred Stock;

     

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

     

    WHEREAS,
      pursuant to the Original Agreement, as amended, the Seller relinquished to
      the
      Company 79,331 shares and Seller’s spouse relinquished to the Company 14,003
      shares of Series B Preferred Stock to the Company in exchange for the issuance
      to Seller and Seller’s spouse of shares of Series D convertible preferred stock
      of the Company;

     

    WHEREAS,
      Mr.
      Michael O. Sutton (“Sutton”)
      is the
      beneficial owner of 6,666 shares of Series B Preferred Stock, which such 6,666
      shares now constitute One Hundred Percent (100%) of the total issued and
      outstanding shares of Series B Preferred Stock; and

     

    WHEREAS,
      the
      Board has determined that it is in the best interests of the Company to amend
      and restate the powers, designations, preferences and relative, participating,
      optional and other special rights for the Series B Preferred Stock in favor
      of
      Seller pursuant to the Original Agreement.

     

    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    

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

     

    SECTION
      1

    DESIGNATION
      AND RANK

     

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

     

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

     

    SECTION
      2

    DIVIDEND
      RIGHTS

     

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

     

    SECTION
      3

    LIQUIDATION
      RIGHTS

     

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

     

    


    SECTION
      4

    CONVERSION
      RIGHTS

     

    4.1.  Conversion.
      Sutton
      is entitled to convert all of his 6,666 shares of Series B Preferred Stock,
      collectively and not in part, at the option of Sutton and at any time and from
      time to time after the date of issuance of such shares into Four Million One
      Hundred Ninety-five Thousand Four Hundred Forty-Five (4,195,445) shares of
      Common Stock (sometimes referred to collectively as “Conversion
      Shares”),
      at
      the office of the Company or any transfer agent for the Series B Preferred
      Stock. The shares of Common Stock received upon conversion shall be fully paid
      and non-assessable shares of Common Stock (the “Conversion
      Rights”).

     

    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    

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

     

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

     

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

     

    4.3.  Procedures
      for Conversion.
      

     

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

     

    
      
         

      

      
        C-3

        
          

        

      

      
         

      

    

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

     

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

     

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

     

    
      
         

      

      
        C-4

        
          

        

      

      
         

      

    

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

     

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

     

    SECTION
      5

    VOTING
      RIGHTS

     

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

     

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


     

    SECTION
      6

    MISCELLANEOUS

     

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

     

    
      
         

      

      
        C-5

        
          

        

      

      
         

      

    

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

     

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

     

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

     

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

     

    


    


    [Signature
      Page to Follow]

     

     

    
 

    
      
         

      

      
        C-6

        
          

        

      

      
         

      

    

    


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

     

    
      	
              Dated: _______________,
                2007

            	 	
              TURNAROUND
                PARTNERS, INC.

            
	 	 	 
	 	 	
              By
                ____________________________________

            
	 	 	
              Name: W.
                Chris Mathers 

            
	 	 	
              Title: Chief
                Financial Officer

            
	 	 	 


    

     

     

    
 

    
      
         

      

      
        C-7