Unassociated Document


    SECURITIES
      PURCHASE AGREEMENT

     

    
      

      
      THIS SECURITIES PURCHASE AGREEMENT is entered into as of October
      1,
      2007
      (this “Agreement”), by and among the sellers listed on Schedule
      A
      attached
      hereto (collectively, the “Sellers” and individually each a “Seller”), on the
      one hand, and each of the buyers identified on Schedule
      B
      attached
      hereto (collectively, the “Buyers” and individually, each a “Buyer”). Each party
      to this Agreement is referred to herein as a “Party,” and they are all referred
      to collectively as “Parties.” 

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Sellers are the aggregate owners of 5,461,000 shares (the “Shares”) of the
      common stock, par value $0.001 per share (the “Common Stock”), of Driftwood
      Ventures, Inc., a Nevada corporation (the “Company”), which, constitutes
      approximately 94% of the total outstanding shares of the Common Stock of the
      Company on a fully-diluted basis immediately prior to the Closing (as defined
      below); and

     

    WHEREAS,
      the Sellers desire to sell and the Buyers desire to purchase from the Sellers
      the Shares on the terms and conditions set forth herein.

     

    NOW,
      THEREFORE, in consideration of the premises and of the mutual representations,
      warranties and agreements set forth herein, the Parties hereto agree as
      follows:

     

    ARTICLE
      I  

     

    SALE
      AND
      PURCHASE OF SHARES

     

    1.1  Incorporation
      of Recitals.
      The
      provisions and recitals set forth above are hereby referred to and incorporated
      herein and made a part of this Agreement by reference.

     

    1.2  Sale
      and Purchase of Shares.
      Subject
      to the terms and conditions of this Agreement, at the Closing, the Sellers
      hereby agree to sell to Buyers and Buyers agree to purchase from the Sellers
      the
      Shares for an aggregate purchase price of seven hundred fifty thousand dollars
      ($750,000) (the “Purchase Price”), pro rata in proportion to the number of
      shares owned by such Seller, as set forth on Schedule
      A
      attached
      hereto. On the Closing Date (as defined below), the Purchase Price shall be
      delivered to the bank account of Darcy Krell, the Sellers’ duly authorized
      representative for receipt of the Purchase Price for and on behalf of the
      Sellers (the “Sellers Authorized Representative”), Tel: (604) 831-2739, at the
      following bank:

     

    
      	
               Bank:

               

               

              Account Name:

              Account #:

              SWIFT BIC Address:

            	
              Bank
                of Montreal 

              595
                Burrard Street

              Vancouver,
                B.C., Canada V7X 1L7

              D.K.
                Financial Consultants

              00044610221

              BOFMCAM2

            


    

     

    1.3  Closing.
      Subject
      to the terms and conditions of this Agreement, the closing of the transactions
      contemplated by this Agreement (the “Closing”) shall take place on October 1,
      2007 (the “Closing Date”). On the Closing Date, the Sellers shall deliver to the
      Buyers: (a) stock certificate(s) evidencing the Shares in negotiable form,
      duly
      endorsed in blank, or with stock transfer powers attached thereto (the “Share
      Certificates”); (b) resignations of the officers and directors of the Company
      and their written appointment of one or more persons designated by Buyers as
      successor officers and directors; and (c) all corporate documents (minutes,
      resolutions, agreements and contracts), bank accounts, check books, common
      seals, memorandum and articles and amendments, etc. of the Company. On the
      Closing Date, the Buyers shall deliver to the Sellers Authorized Representative
      the Purchase Price for the purchase of the Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.4   Payments
      at Closing.
      On or
      before the Closing Date, the Company shall pay and discharge all outstanding
      liabilities (collectively, “Company Liabilities”). Such payments shall be made
      utilizing cash on hand on the Closing Date and the Purchase Price. Giving effect
      to these payments, it is the parties’ intent that the Company shall, on the
      Closing Date and as of the Closing, have no liabilities and no assets.


     

    ARTICLE
      II  

     

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLERS

     

    Except
      as
      set forth under the corresponding section of the disclosure schedules (the
      “Disclosure Schedules”) attached hereto as Exhibit
      A,
      which
      Disclosure Schedules shall be deemed a part hereof, the Sellers hereby, jointly
      and severally, represent and warrant to Buyer that now and as of the Closing:
      

     

    2.1   Due
      Organization and Qualification; Subsidiaries; Due Authorization.


     

    (a)  The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of its jurisdiction of formation, with full corporate
      power and authority to own, lease and operate its business and properties and
      to
      carry on its business in the places and in the manner as presently conducted.
      The Company is duly qualified and in good standing as a foreign corporation
      in
      each jurisdiction in which the properties owned, leased or operated, or the
      business conducted, by it requires such qualification except for any failure
      to
      qualify, which when taken together with all other failures to qualify, is not
      likely to have a material adverse effect on the business of the
      Company.

     

    (b)  The
      Company does not have, and has never had, any subsidiaries and does not own,
      directly or indirectly, any capital stock, equity or interest in any
      corporation, firm, partnership, joint venture or other entity.

     

    (c)  Sellers
      are the record and beneficial owner of their respective Shares and have sole
      power and authority over the disposition of their respective Shares. The Shares
      are free and clear of any liens, claims, encumbrances, and charges. The Shares
      have not been sold, conveyed, encumbered, hypothecated or otherwise transferred
      by Sellers except pursuant to this Agreement. Sellers have the legal right
      to
      enter into and to consummate the transactions contemplated hereby and otherwise
      to carry out their obligations hereunder. This Agreement constitutes the valid
      and binding obligation of Sellers. The execution, delivery and performance
      by
      the Sellers of this Agreement does not violate any contractual restriction
      contained in any agreement which binds or affects or purports to bind or affect
      the Sellers. No Seller is a party to any agreement, written or oral, creating
      rights in respect of any of such Shares in any third party or relating to the
      voting of its Common Stock. No Seller is a party to any outstanding or
      authorized options, warrants, rights, calls, commitments, conversion rights,
      rights of exchange or other agreements of any character, contingent or
      otherwise, providing for the purchase, issuance or sale of any of the Shares,
      and there are no restrictions of any kind on the transfer of any of the Shares
      other than (a) restrictions on transfer imposed by the Securities Act of 1933,
      as amended (the “Securities Act”) and (b) restrictions on transfer imposed by
      applicable state securities or “blue sky” laws. Those creditors listed in the
      Disclosure Schedules are the only individuals or entities with any claims
      against the Company. Other than as set forth on the Disclosure Schedules, the
      Company does not have any obligations or liabilities of any nature (matured
      or
      unmatured, fixed or contingent).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.2   No
      Conflicts or Defaults.
      The
      execution and delivery of this Agreement by the Sellers and the consummation
      of
      the transactions contemplated hereby do not and shall not (a) contravene the
      Certificate of Incorporation or By-laws of the Company or (b) with or without
      the giving of notice or the passage of time (i) violate, conflict with, or
      result in a breach of, or a default or loss of rights under, any material
      covenant, agreement, mortgage, indenture, lease, instrument, commitment,
      arrangement, permit or license to which the Sellers or the Company is a party
      or
      by which the Sellers or the Company is bound (each a “Contract”), or any
      judgment, order or decree, or any federal, state or other statute, law,
      ordinance, rule or regulation to which the Sellers or the Company is subject,
      (ii) result in the creation of, or give any party the right to create, any
      mortgage, security interest, lien, charge, easement, lease, sublease, covenant,
      option, claim, restriction or encumbrance or any other right or adverse interest
      (“Liens”) upon any of the properties or assets of the Company, (iii) terminate
      or give any party the right to terminate, amend, abandon or refuse to perform,
      any Contract to which the Sellers or the Company is a party or by which the
      Company’s assets are bound, or (iv) accelerate or modify, or give any party the
      right to accelerate or modify, the time within which, or the terms under which,
      the Sellers or the Company is to perform any duties or obligations or receive
      any rights or benefits under any material agreement, arrangement or commitment
      to which it is a party.

     

    2.3   Capitalization.
      On the
      Closing Date, the authorized capital stock of the Company consists of 75,000,000
      shares of Common Stock, par value $0.001 per share, of which 5,807,000 shares
      are, as of the date hereof, issued and outstanding (the “Company Shares”).
The
      Company has no issued and outstanding shares of preferred stock. All
      of
      the Company Shares are duly authorized, validly issued, fully paid and
      nonassessable, and have not been issued in violation of any purchase option,
      call option, right of first refusal, preemptive right, subscription right,
      or
      any similar right of stockholders. The Company Shares are not, and the Shares
      are not and will not be as of the Closing, subject to any preemptive or
      subscription right. There is no outstanding voting trust agreement or other
      Contract, agreement, arrangement, option, warrant, call, commitment or other
      right of any character obligating or entitling the Company to issue, sell,
      redeem or repurchase any of its securities, and there is no outstanding security
      of any kind convertible into or exchangeable for the Common Stock of the
      Company, nor has the Company, or any of its agents orally agreed to issue any
      of
      the foregoing. There
      are
      no declared or accrued unpaid dividends with respect to any shares of the
      Company’s Common Stock. There are no agreements, written or oral, between the
      Company and any of its stockholders or among any stockholders relating to the
      acquisition (including without limitation rights of first refusal or preemptive
      rights), or disposition, or registration under the Securities Act or voting
      of
      the capital stock of the Company. There are no outstanding shares of Common
      Stock that are subject to vesting. The Company has no capital stock other than
      the Common Stock authorized, issued or outstanding.

     

    2.4   Financial
      Statements. 

     

    .  (a)SEC
      Documents.
      The
      Sellers hereby make reference to the following documents filed with the United
      States Securities and Exchange Commission (the “SEC”), as posted on the SEC’s
      website, www.sec.gov: (collectively, the “SEC Documents”): (a) Registration of
      Securities Of Small Business Issuers on Form SB-2 as filed on May 12, 2005
      and
      all amendments thereto; (b) Annual Report on Form 10-KSB for the period ended
      December 31, 2006; and (c) Quarterly Reports on Form 10-QSB for the periods
      ended June 30, 2006, September 30, 2006, March 31, 2007, and June 30, 2007
      and
      all amendments thereto. The SEC Documents constitute all of the documents and
      reports that the Company was required to file with the SEC pursuant to the
      Securities Act of 1933, as amended (“Securities Act”), and the Securities
      Exchange Act of 1934, as amended (“Exchange Act”), and the rules and regulations
      promulgated thereunder by the SEC. The
      financial statements included in the SEC Documents include copies of the balance
      sheets of the Company at December 31, 2006, and the related statements of
      operations and stockholders’ cash flows for the fiscal years then ended,
      including the notes thereto, as audited by Dale Matheson Carr-Hilton Labonte
      LLP, Chartered Accounts, certified, independent accountants, and the balance
      sheet of the Company at March 31, 2007 and June 30, 2007 and the related
      statements of operations and stockholders’ cash flows for the three and
      six-month periods, respectively, then ended prepared by the Company’s management
      (all such statements being referred to collectively as the “Company Existing
      Financial Statements”). All the Company Existing Financial Statements, together
      with the notes thereto, have been prepared in accordance with U.S. generally
      accepted accounting principles applied on a basis consistent throughout all
      periods presented. These Company Existing Financial Statements present fairly
      the financial position of the Company as of the dates and for the periods
      indicated. The books of account and other financial records of the Company
      have
      been maintained in accordance with U.S. GAAP. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Since
      the
      date of the latest Company Existing Financial Statements (the “Most Recent
      Date”), there has been no material adverse change in the condition, financial or
      otherwise, net worth, prospects or results of operations of the Company. Without
      limiting the foregoing, since the Most Recent Date:

     

    (i)  the
      Company has not sold, leased, transferred or assigned any of its assets,
      tangible or intangible, other than in the ordinary course of
      business;

     

    (ii)  the
      Company has not entered into any agreement, Contract, commitment, lease or
      license (or series of related agreements, Contracts, commitments, leases and
      licenses);

     

    (iii)  no
      party
      (including the Company) has accelerated, terminated, modified or canceled any
      agreement, Contract, lease or license (or series of related agreements,
      Contracts, leases and licenses) to which the Company is a party or by which
      the
      Company or its assets are bound;

     

    (iv)  the
      Company has not made any capital expenditure (or series of related capital
      expenditures) of whatever nature;

     

    (v)  the
      Company has not made any capital investments in, any loans to, or any
      acquisitions of the securities or assets of any other person (or a series of
      related capital investments, loans and acquisitions);

     

    (vi)  declared
      or paid any dividends or made any other distribution to its stockholders whether
      or not upon or in respect of any shares of its capital stock;

     

    (vii)  redeemed
      or otherwise acquired any shares of its capital stock (except upon the exercise
      of outstanding options) or any option, warrant or right relating
      thereto;

     

    (viii)  the
      Company has not issued any notes, bonds or other debt securities, or created,
      incurred, assumed or guaranteed any liabilities, obligations or indebtedness
      for
      borrowed money or capitalized lease obligation;

     

    (ix)  the
      Company has not canceled, compromised, waived or released any right or claim
      (or
      series of related rights and claims) or material indebtedness;

     

    (x)  the
      Company has not made any loans to, or entered into any other transactions with,
      any of its directors, officers, or employees; and

     

    (xi)  the
      Company has not committed to do any of the foregoing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    2.5   Further
      Financial Matters.
      The
      Company does not have any (a) assets of any kind or (b) liabilities or
      obligations, whether secured or unsecured, accrued, determined, absolute or
      contingent, asserted or unasserted or otherwise, which are required to be
      reflected or reserved in a balance sheet or the notes thereto under generally
      accepted accounting principles, and which are not reflected in the Company
      Existing Financial Statements. 

     

    2.6   Taxes.
      The
      Company has filed all United States federal, state, county, local and foreign,
      national, provincial and local returns and reports which were required to be
      filed on or prior to the Closing Date hereof in respect of all income,
      withholding, franchise, payroll, excise, property, sales, use, value-added
      or
      other taxes or levies, imposts, duties, license and registration fees, charges,
      assessments or withholdings of any nature whatsoever (together, “Taxes”), and
      has paid all Taxes (and any related penalties, fines and interest) which have
      become due pursuant to such returns or reports or pursuant to any assessment
      which has become payable, or, to the extent its liability for any Taxes (and
      any
      related penalties, fines and interest) has not been fully discharged, the same
      have been properly reflected as a liability on the books and records of the
      Company and adequate reserves therefor have been established. All such returns
      and reports filed on or prior to the date hereof have been properly prepared
      and
      are true, correct (and to the extent such returns reflect judgments made by
      the
      Company, as the case may be, such judgments were reasonable under the
      circumstances) and complete in all material respects. The amount shown on the
      Company’s most recent balance sheet in the Company Existing Financial Statements
      as provision for taxes is sufficient in all material respects to pay all accrued
      and unpaid federal, state, local and foreign taxes for the period then ended
      and
      all prior periods. No tax return or tax return liability of the Company has
      been
      audited or, is presently under audit. The Company has not given or been
      requested to give waivers of any statute of limitations relating to the payment
      of any Taxes (or any related penalties, fines and interest). There are no claims
      pending or, to the knowledge of the Sellers, threatened, against the Company
      for
      past due Taxes. All payments for withholding taxes, unemployment insurance
      and
      other amounts required to be paid for periods prior to the date hereof to any
      governmental authority in respect of employment obligations of the Company,
      including, without limitation, amounts payable pursuant to the Federal Insurance
      Contributions Act, have been paid or shall be paid prior to the Closing and
      have
      been duly provided for on the books and records of the Company and in the
      Company Existing Financial Statements. All such amounts and penalties are set
      forth in the Company’s most recent balance sheet in the Company Existing
      Financial Statements.

     

    2.7   Indebtedness;
      Contracts; No Defaults; Liabilities.

     

    (a) The
      Company has no instruments, agreements, indentures, mortgages, guarantees,
      notes, commitments, accommodations, letters of credit or other arrangements
      or
      understandings, whether written or oral, to which the Company is a party.


     

    (b) Neither
      the Company, nor, to the Sellers’ knowledge, any other person or entity, is in
      breach of, or in default under any Contract, agreement, arrangement, commitment
      or plan to which the Company is a party, and no event or action has occurred,
      is
      pending or is threatened, which, after the giving of notice, passage of time
      or
      otherwise, would constitute or result in such a breach or default by the Company
      or, to the knowledge of the Sellers, any other person or entity. The Company
      has
      not received any notice of default under any Contract, agreement, arrangement,
      commitment or plan to which it is a party, which default has not been cured
      to
      the satisfaction of, or duly waived by, the party claiming such default on
      or
      before the date hereof.

     

    (c) Other
      than the Company Liabilities set forth on Schedule
      C,
      which
      shall be paid off immediately upon the closing, the Company has no
      liabilities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.8   Real
      Property.
      The
      Company does not own or lease any real property. 

     

    2.9   Compliance.

     

    (a)  The
      Company is not conducting its respective business or affairs in violation of
      any
      applicable federal, state or local law, ordinance, rule, regulation, court
      or
      administrative order, decree or process, or any requirement of insurance
      carriers. The Company has not received any notice of violation or claimed
      violation of any such law, ordinance, rule, regulation, order, decree, process
      or requirement.

    


    (b)  The
      Company is in compliance with all applicable federal, state, local and foreign
      laws, rules and regulations. There are no claims, notices, actions, suits,
      hearings, investigations, inquiries or proceedings pending or, to the knowledge
      of the Sellers, threatened against the Company, and there are no past or present
      conditions that the Company has reason to believe are likely to give rise to
      any
      liability or other obligations of the Company under any
      circumstances.

    


    2.10  Permits
      and Licenses.
      The
      Company has all certificates of occupancy, rights, permits, certificates,
      licenses, franchises, approvals and other authorizations as are reasonably
      necessary to conduct its business and to own, lease, use, operate and occupy
      its
      assets, at the places and in the manner now conducted and operated. The Company
      has not received any written or oral notice or claim pertaining to the failure
      to obtain any material permit, certificate, license, approval or other
      authorization required by any federal, state or local agency or other regulatory
      body, the failure of which to obtain would materially and adversely affect
      its
      business.

     

    2.11        
      Litigation.

     

    (a)  There
      is
      no claim, dispute, action, suit, inquiry, proceeding or investigation pending
      or, to the knowledge of the Sellers, threatened, against or affecting the
      business of the Company, or challenging the validity or propriety of the
      transactions contemplated by this Agreement, at law or in equity or admiralty
      or
      before any federal, state, local, foreign or other governmental authority,
      board, agency, commission or instrumentality, nor has any such claim, dispute,
      action, suit, proceeding or investigation been pending or threatened during
      the
      12 month period preceding the date hereof; 

     

    (b)  There
      is
      no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
      of any court, arbitrator or federal, state, local, foreign or other governmental
      authority, board, agency, commission or instrumentality, against or affecting
      the business of the Company; and 

     

    (c)  The
      Company has not received any written or verbal inquiry from any federal, state,
      local, foreign or other governmental authority, board, agency, commission or
      instrumentality concerning the possible violation of any law, rule or regulation
      or any matter disclosed in respect of its business.

     

    2.12   Insurance.
      The
      Company does not currently maintain any form of insurance. 

     

    2.13 
       
Articles
      of Incorporation and By-laws; Minute Books.
      Copies
      of the Company’s Articles of Incorporation and its By-laws have been provided to
      the Buyer. Such copies of the Articles of Incorporation and By-laws (or similar
      governing documents) of the Company, and all amendments to each as provided
      are
      true, correct and complete. The minute books of the Company as forwarded to
      the
      Buyer contain true, correct and complete records of all meetings and consents
      in
      lieu of meetings of its Board of Directors (and any committees thereof), or
      similar governing bodies, since the time of its organization. The stock books
      of
      the Company as forwarded to the Buyer are true, correct and
      complete.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.14 
        Employee
      Benefit Plans.
      The
      Company does not maintain, nor has the Company maintained in the past, any
      employee benefit plans (“as defined in Section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”)), or any plans, programs,
      policies, practices, arrangements or contracts (whether group or individual)
      providing for payments, benefits or reimbursements to employees, officers or
      consultants of the Company, former employees, officers or consultants of the
      Company, their beneficiaries and dependents under which such employees, officers
      or consultants, former employees, officers or consultants, their beneficiaries
      and dependents are covered through an employment relationship with the Company,
      any entity required to be aggregated in a controlled group or affiliated service
      group with the Company for purposes of ERISA or the Internal Revenue Code of
      1986 (the “Code”) (including, without limitation, under Section 414(b), (c), (m)
      or (o) of the Code or Section 4001 of ERISA, at any relevant time (“Benefit
      Plans”).

     

    2.15       
       Patents;
      Trademarks and Intellectual Property Rights.
      The
      Company does not own or possess any patents, trademarks, service marks, trade
      names, copyrights, trade secrets, licenses, information, Internet web site(s)
      or
      proprietary rights of any nature. The business conducted by the Company has
      not
      and will not cause the Company to infringe or violate any of the patents,
      trademarks, service marks, trade names, copyrights, mask-works, licenses, trade
      secrets, processes, data, know-how or other intellectual property rights of
      any
      other person.

     

    2.16       
       Brokers.
      The Company or the Sellers have not agreed to or incurred any obligation or
      other liability that could be claimed against the Company, Sellers or Buyers
      or
      any other person for any finder’s fee, brokerage commission or similar payment,
      other than as set forth in a Financial Services Agreement between Trinad Capital
      Master Fund, Ltd. and RP Capital, LLC.

     

    2.17       
       Affiliate
      Transactions.
      No
      officer, director, employee or other affiliate of the Company (or any of the
      relatives or affiliates of any of the aforementioned persons) is a party to
      any
      agreement, Contract, commitment or transaction with the Company or affecting
      the
      business of the Company, or has any interest in any property, whether real,
      personal or mixed, or tangible or intangible, used in or necessary to the
      Company which will subject the Company to any liability or obligation from
      and
      after the Closing Date.

     

    2.18       
       Quotation
      on OTCBB.
      The
      Company’s Common Stock is currently eligible for quotation on the OTC Bulletin
      Board (the “Bulletin Board”), and the Company has not received any notices that
      its Common Stock will not be eligible for quotation on the Bulletin
      Board.

     

    2.19        
      Compliance.
      The
      Company has complied with the requirements of the Exchange Act and the
      Securities Act, and is current in its filings under the Exchange Act and the
      Securities Act.

     

    2.20        
      Filings.
      None of
      the filings made by the Company under the Exchange Act or the Securities Act
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements made, in light of the circumstances
      under which they were made, not misleading.

     

    2.21         
      Consents.
      Other
      than any applicable Current Report on Form 8-K under the Exchange Act, any
      Section 13(a) or 15(d) filings and the Information Statement contemplated by
      Section 4.1(b) hereof, no consent, waiver, approval, order or authorization
      of,
      or registration, declaration or filing with, any court, administrative agency
      or
      commission or other federal, state, county, local or other foreign governmental
      authority, instrumentality, agency or commission (“Governmental Entity”) is
      required by or with respect to the Sellers in connection with the execution
      and
      delivery of this Agreement and any related agreements to which the Sellers
      are a
      party or the consummation of the transactions contemplated hereby and thereby,
      except for such consents, waivers, approvals, orders, authorizations,
      registrations, declarations and filings as may be required under applicable
      securities laws.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.22        
      Schedules.
      All
      lists or other statements, information or documents set forth in, or attached
      to
      any Schedule provided pursuant to this Agreement or delivered hereunder shall
      be
      deemed to be representations and warranties by the Company with the same force
      and effect as if such lists, statements, information and documents were set
      forth herein. Any list, statement, document or any information set forth in,
      or
      attached to any Schedule provided pursuant to this Agreement or delivered
      hereunder shall not be deemed to constitute disclosure for the purposes of
      any
      other Schedule provided pursuant to this Agreement unless specific cross
      reference is made and shall survive after closing.

     

    2.23        
      Environmental
      Matters.
      The
      Company has never: (i) operated any underground storage tanks at any
      property that the Company has at any time owned, operated, occupied or leased;
      or (ii) illegally released any material amount of any substance that has
      been designated by any Governmental Entity or by applicable foreign, federal,
      state, or local law to be radioactive, toxic, hazardous or otherwise a danger
      to
      health or the environment, including, without limitation, PCBs, asbestos,
      petroleum, and urea-formaldehyde and all substances listed as hazardous
      substances pursuant to the Comprehensive Environmental Response, Compensation,
      and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant
      to the United States Resource Conservation and Recovery Act of 1976, as amended,
      and the regulations promulgated pursuant to said laws), but excluding office
      and
      janitorial supplies properly and safely maintained.

     

    2.24        
      Representations
      and Warranties.
      The
      representations and warranties of the Sellers included in this Agreement and
      any
      list, statement, document or information set forth in, attached to any Schedule
      provided pursuant to this Agreement or delivered hereunder, are true and
      complete in all material respects and do not contain any untrue statement of
      a
      material fact or omit to state a material fact required to be stated herein
      or
      therein or necessary to make the statements contained herein or therein not
      misleading, under the circumstance under which they were made and shall survive
      after closing as set forth herein.

     

    ARTICLE
      III  

     

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYERS

     

    Each
      of
      the Buyers hereby represents and warrants to the Company, severally and not
      jointly, that now and as of the Closing:

     

    3.1          
      Authority
      Relative to this Agreement.
      Such
      Buyer has the requisite power and/or authority to enter into this Agreement
      and
      carry out his/her obligations hereunder. This Agreement has been duly and
      validly executed and delivered by the Buyer and constitutes a valid and binding
      obligation of the Buyer, enforceable in accordance with its terms, except as
      such enforcement may be limited by bankruptcy, insolvency or other similar
      laws
      affecting the enforcement of creditors' rights generally or by general
      principles of equity. 

     

    3.2          
      Buyer
      Representation Regarding the Securities.
      Such
      Buyer understands that the Shares are “restricted securities” and have not been
      registered under the Securities Act or any applicable state securities law
      and
      such Buyer is acquiring the Shares as principal for its own account and not
      with
      a view to or for distributing or reselling such Shares or any part thereof,
      has
      no present intention of distributing any of such Shares and has no arrangement
      or understanding with any other persons regarding the distribution of such
      Shares (this representation and warranty not limiting such Buyer’s right to sell
      the Shares pursuant to the Registration Statement or otherwise in compliance
      with applicable federal and state securities laws). The Buyer is acquiring
      the
      Shares hereunder in the ordinary course of its business. The Buyer does not
      have
      any agreement or understanding, directly or indirectly, with any person to
      distribute any of the Shares.

    


    3.3  Buyer
      Status.
      At the
      time the Buyer receives any of the Shares, the Buyer will be an “accredited
      investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
      the Securities Act. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3.4           
      Experience
      of the Buyer.
      Such
      Buyer, either alone or together with its representatives, have such knowledge,
      sophistication and experience in business and financial matters so as to be
      capable of evaluating the merits and risks of the prospective investment in
      the
      Shares, and has so evaluated the merits and risks of such investment. The Buyer
      is able to bear the economic risk of an investment in the Shares and, at the
      present time, is able to afford a complete loss of such investment.

    


    3.5          
      General
      Solicitation.
      The
      Buyer is not receiving the Shares as a result of any advertisement, article,
      notice or other communication regarding the Shares published in any newspaper,
      magazine or similar media or broadcast over television or radio or presented
      at
      any seminar or any other general solicitation or general
      advertisement.

    


    ARTICLE
      IV  

     

    COVENANTS
      OF THE SELLERS

     

     

    4.1           
      Resignation
      and Appointment of the Company’s Officers and Directors. 

     

    (a)  Effective
      as of the Closing Date, or such later date as agreed to between the Buyers
      and
      Sellers, (i) the Sellers will cause the Company’s officers to resign and be duly
      replaced by the Buyer’s designees; and (ii) the Sellers will cause the Company
      to cause the Buyer’s director designees to be duly appointed. 

     

    (b)  As
      directed by Buyers, the Sellers will use best efforts to ensure that the
      Company’s current directors will remain directors of the Company until the
      expiration of the 10-day period beginning on the date of the filing of the
      Information Statement relating to a change in majority of directors of the
      Company with the SEC pursuant to Rule 14f-1 promulgated under the Exchange
      Act
      (“Information Statement”).

     

    ARTICLE
      V  

     

    DELIVERIES
      & CONDITIONS

     

    5.1           
      Items
      to be delivered to the Buyers at the Closing by the Sellers.
      The
      Buyers’ obligations to purchase the Shares hereunder is conditioned on the
      following closing conditions and deliveries:

     

    (a)     Delivery
      by the Sellers of the following:

     

    (i)  copies
      of
      the Company’s Articles of Incorporation and amendments thereto, By-laws and
      amendments thereto;

     

    (ii)  all
      minutes and resolutions of the board of directors and of the stockholders (and
      meetings of stockholders) in possession of the Company;

     

    (iii)  stockholder
      list of the Company;

     

    (iv)  all
      financial statements and tax returns in possession of the Company;

     

    (v)  all
      applicable schedules hereto;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (vi)  Letters
      of resignation from the Company’s current officers and directors to be effective
      upon Closing and confirming that they have no claim against the Company in
      respect of any outstanding remuneration or fees of whatever nature to be
      effective upon closing and after the appointments, with the resignation of
      the
      directors to take effect on the expiration of the 10-day period beginning on
      the
      date of the filing of the Information Statement; 

     

    (vii)  Executed
      board resolutions authorizing and approving the actions to be performed by
      the
      Company hereunder and appointing designees of the Buyers as members of the
      board
      of directors or officers of the Company as set forth in Schedule
      D;

     

    (viii)  A
      certificate of the Secretary or Assistant Secretary of the Company, dated as
      of
      the Closing Date, certifying as to (i) the incumbency of officers of the Company
      executing this Agreement and all exhibits and schedules hereto and all other
      documents, instruments and writings required pursuant to this Agreement (the
      “Transaction Documents”), (ii) a copy of the Articles of Incorporation and
      By-Laws of the Company, as in effect on and as of the Closing Date, and (iii)
      a
      copy of the resolutions of the Board of Directors of the Company authorizing
      and
      approving the Company’s execution, delivery and performance of the Transaction
      Documents, all matters in connection with the Transaction Documents, and the
      transactions contemplated thereby;

     

    (ix)  A
      certificate, executed by the President of the Company as of the Closing Date,
      certifying to the fulfillment of all of the conditions to the Buyers’
obligations under this Agreement and certifying that each of the representations
      and warranties of the Sellers as set forth in Section 2 of this Agreement are
      true and correct in all material respects as of the Closing Date as though
      made
      on and as of the Closing Date;

     

    (x)  A
      duly
      executed copy of this Agreement;

     

    (xi)  The
      Share
      Certificates;

     

    (xii)  Good
      standing and existence certificates for the Company from the State of Nevada;
      

     

    (xiii)  An
      instruction letter issued by the Company to the Company’s transfer agent
      authorizing and instructing the transfer of the Shares from the Sellers to
      the
      Buyer pursuant to this Agreement and the signed instruments of transfer in
      the
      Share Certificates;

     

    (xiv)  A
      duly
      executed agreement by and between Mr. Steven Chan (“Mr. Chan”) and the Company
      in which Mr. Chan agrees to the cancellation of the $54,789 in loans owed to
      Mr.
      Chan by the Company at the Closing (as set forth in Schedule
      C
      hereto);
      and

     

    (xv)  Any
      other
      document reasonably requested by the Buyers that the Buyers deem
      necessary for the consummation of this transaction.

     

    (b) The
      Buyers
      are satisfied with their due diligence investigation of the Company, in their
      sole discretion;
      

     

    (c) The
      Buyers’ designees for the officer and director positions of the Company shall
      have been duly appointed; and

     

    (d) The
      representations and warranties set forth in Article 2 of this Agreement shall
      be
      true and correct in all material respects. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.2  Items
      to
      be delivered at Closing by Buyers. The Seller’s obligations to sell the Shares
      hereunder are conditioned on the following closing conditions and deliveries
      by
      the Buyers:

     

    (a)  All
      applicable exhibits and schedules hereto;

     

    (b)  A
      duly
      executed copy of this Agreement;

     

    (c)  An
      authorized officer of the Buyers shall deliver to the Sellers at the Closing
      a
      certificate certifying that each of the representations and warranties of the
      Buyers as set forth in Section 3 of this Agreement are true and correct in
      all
      material respects as of the Closing Date as though made on and as of the Closing
      Date;

     

    (d)  Any
      other
      document reasonably requested by the Sellers that they deem necessary for the
      consummation of this transaction;
      and

     

    (e)  The
      Purchase Price.

     

    ARTICLE
      VI  

     

    TERMINATION

     

    6.1          
      Termination.
      This
      Agreement may be terminated:

     

    (a)  at
      any
      time before, or at, Closing by written notice of the Buyers; 

     

    (b)  prior
      to
      the Closing by any Party at any time if
      any
      provision (including, but not limited to, the representations and warranties)
      of
      this Agreement that is applicable to or required to be performed by the other
      Party shall be materially untrue or shall become incapable of being accomplished
      or if any conditions set forth in Article 5 hereof have not been fully satisfied
      as of the Closing Date;

     

    Upon
      termination of this Agreement for any reason, in accordance with the terms
      and
      conditions set forth in this paragraph, each Party shall bear its own costs
      and
      expenses. 

     

    ARTICLE
      VII  

     

    INDEMNIFICATION

    


    7.1          
      Indemnification.

     

    (a)  Obligation
      of Sellers to Indemnify.
      Sellers
      agree to indemnify, defend and hold harmless Buyers (and their directors,
      officers, employees, affiliates, stockholders, debenture holders, agents,
      attorneys, successors and assigns) from and against all losses, liabilities,
      damages, deficiencies, costs or expenses (including interest, penalties and
      reasonable attorneys’ and consultants’ fees and disbursements) (collectively,
“Losses”) based upon, arising out of or otherwise in respect of any (i)
      inaccuracy in any representation or warranty of the Sellers contained in this
      Agreement; (ii) breach by the Sellers of any covenant or agreement contained
      in
      this Agreement; (iii) Losses with respect to that certain Purchase and Sale
      Agreement dated December 15, 2004 between Driftwood Ventures, Inc. and Serena
      Tan; and (iv) Losses with respect to that certain Retainer Agreement between
      Driftwood Ventures, Inc. and Lawrence Stephenson.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Obligation
      of Buyers to Indemnify.
      Buyers
      agrees to indemnify, defend and hold harmless Sellers from and against all
      Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy
      in any representation or warranty of the Buyers contained in this Agreement
      or
      (ii) breach by the Buyers of any covenant or agreement contained in this
      Agreement.

     

    (c)  Notice
      and Opportunity to Defend.
      Promptly after receipt by any person entitled to indemnity under this Agreement
      (an “Indemnitee”) of notice of any demand, claim or circumstances which, with
      the lapse of time, would or might give rise to a claim or the commencement
      (or
      threatened commencement) of any action, proceeding or investigation (an
“Asserted Liability”) that may result in a Loss, the Indemnitee shall give
      notice thereof (the “Claims Notice”) to any other party (or parties) who is or
      may be obligated to provide indemnification pursuant to Section 7.1(a) (the
      “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability
      in reasonable detail and shall indicate the amount (estimated, if necessary
      and
      to the extent feasible) of the Loss that has been or may be suffered by the
      Indemnitee.

     

    (d)  The
      Indemnifying Party may elect to compromise or defend, at its own expense and
      by
      its own counsel, any Asserted Liability. If the Indemnifying Party elects to
      compromise or defend such Asserted Liability, it shall within 30 days after
      the
      date the Claims Notice is given (or sooner, if the nature of the Asserted
      Liability so requires) notify the Indemnitee of its intent to do so, and the
      Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the
      compromise of, or defense against, such Asserted Liability. If the Indemnifying
      Party elects not to compromise or defend the Asserted Liability, fails to notify
      the Indemnitee of its election as herein provided or contests its obligation
      to
      indemnify under this Agreement, the Indemnitee may pay, compromise or defend
      such Asserted Liability and all reasonable expenses incurred by the Indemnitee
      in defending or compromising such Asserted Liability, all amounts required
      to be
      paid in connection with any such Asserted Liability pursuant to the
      determination of any court, governmental or regulatory body or arbitrator,
      and
      amounts required to be paid in connection with any compromise or settlement
      consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except
      as otherwise provided in the immediately preceding sentence, the Indemnitee
      may
      not settle or compromise any claim over the objection of the Indemnifying Party.
      In any event, the Indemnitee and the Indemnifying Party may participate, at
      their own expense, in (but the Indemnitee may not control) the defense of such
      Asserted Liability. If the Indemnifying Party chooses to defend any claim,
      the
      Indemnitee shall make available to the Indemnifying Party any books, records
      or
      other documents within its control that are necessary or appropriate for such
      defense.

     

    ARTICLE
      VIII  

     

    MISCELLANEOUS

     

    8.1          
      Survival
      of Representations, Warranties and Agreements.
      All
      representations, warranties and statements made by a Party in this Agreement
      or
      in any document or certificate delivered pursuant hereto shall survive the
      Closing Date. Each of the Parties hereto is executing and carrying out the
      provisions of this Agreement in reliance upon the representations, warranties
      and covenants and agreements contained in this Agreement or at the Closing
      of
      the transactions herein provided for and not upon any investigation which it
      might have made or any representation, warranty, agreement, promise or
      information, written or oral, made by the other Party or any other person other
      than as specifically set forth herein.

     

    8.2          
      Access
      to Books and Records.
      During
      the course of this transaction through Closing, the Sellers agrees to make
      available for inspection all Company corporate books, records and assets, and
      otherwise afford the Buyers and their respective representatives, reasonable
      access to all documentation and other information concerning the business,
      financial and legal conditions of the Company for the purpose of conducting
      a
      due diligence investigation thereof. Such due diligence investigation shall
      be
      for the purpose of satisfying each Party as to the business, financial and
      legal
      condition of the Company for the purpose of determining the desirability of
      consummating the proposed transaction. The Parties further agree to keep
      confidential and not use for their own benefit, except in accordance with this
      Agreement any information or documentation obtained in connection with any
      such
      investigation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.3          
      Further
      Assurances.
      If, at
      any time after the Closing, the Parties hereby mutually agree
      that any further deeds, assignments or assurances in law or any other things
      are
      necessary, desirable or proper to complete the transactions contemplated hereby
      in accordance with the terms of this Agreement or to vest, perfect or confirm,
      of record or otherwise, the title to any property or rights of the Parties
      hereto, the Parties agree that their proper officers and directors shall execute
      and deliver all such proper deeds, assignments and assurances in law and do
      all
      things necessary, desirable or proper to vest, perfect or confirm title to
      such
      property or rights and otherwise to carry out the purpose of this Agreement,
      and
      that the proper officers and directors the Parties are fully authorized to
      take
      any and all such action.

     

    8.4          
      Notice.
      All
      communications, notices, requests, consents or demands given or required under
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered to, or received by prepaid registered or certified mail or
      recognized overnight courier addressed to, or upon receipt of a facsimile sent
      to, the Party for whom intended, as follows, or to such other address or
      facsimile number as may be furnished by that Party by notice in the manner
      provided herein:

     

    If
      to the
      Sellers:

    


    Mr.
      Darcy
      Krell

    P.
      O. Box 40

    Gabriola,
      British Columbia

    Canada 
      V0R 1Z0

    Tel:
      604-831-2739

    Fax:
      604-831-2735 

    


    If
      to
      Buyers:

    


    Trinad
      Capital Master Fund, Ltd.

    2121
      Avenue of the Stars

    Suite
      2550

    Los
      Angeles, CA 90067

    Attn:
      Jay
      Wolf

    Tel:
      310-601-2500

    Fax:
      310-277-2741

    


    With
      a
      copy to:

    


    Mintz,
      Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Chrysler
      Center

    666
      Third
      Avenue

    New
      York,
      NY 10017

    Attn:
      Kenneth Koch, Esq.

    Fax:
      212-983-3115

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    8.5          
      Entire
      Agreement.
      This
      Agreement, the Exhibits and Schedules hereto and any instruments and agreements
      to be executed pursuant to this Agreement, set forth the entire understanding
      of
      the Parties hereto with respect to its subject matter, merges and supersedes
      all
      prior and contemporaneous understandings with respect to its subject matter
      and
      may not be waived or modified, in whole or in part, except by a writing signed
      by each of the Parties hereto. No waiver of any provision of this Agreement
      in
      any instance shall be deemed to be a waiver of the same or any other provision
      in any other instance. Failure of any Party to enforce any provision of this
      Agreement shall not be construed as a waiver of its rights under such
      provision.

     

    8.6           
      Successors
      and Assigns.
      This
      Agreement shall be binding upon, enforceable against and inure to the benefit
      of, the Parties hereto and their respective heirs, administrators, executors,
      personal representatives, successors and assigns, and nothing herein is intended
      to confer any right, remedy or benefit upon any other person. This Agreement
      may
      not be assigned by the Sellers except with the prior written consent of the
      Buyers. This Agreement and all of the obligations of the Sellers may be assigned
      by the Buyers without the prior notice to the Sellers or written consent of
      the
      Sellers and upon assignment, all of the rights and obligations of Buyer shall
      be
      the rights and obligations of the Buyers’ designated assignee.

     

    8.7          
      Governing
      Law.
      This
      Agreement shall in all respects be governed by and construed in accordance
      with
      the laws of the State of California, USA that are applicable to agreements
      made
      and fully to be performed in such state, without giving effect to conflicts
      of
      law principles.

     

    8.8          
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    8.9          
      Construction.
      Headings contained in this Agreement are for convenience only and shall not
      be
      used in the interpretation of this Agreement. References herein to Articles,
      Sections and Exhibits are to the articles, sections and exhibits, respectively,
      of this Agreement. The Schedules hereto are hereby incorporated herein by
      reference and made a part of this Agreement. As used herein, the singular
      includes the plural, and the masculine, feminine and neuter gender each includes
      the others where the context so indicates.

     

    8.10        
      Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable by a court
      of
      competent jurisdiction, this Agreement shall be interpreted and enforceable
      as
      if such provision were severed or limited, but only to the extent necessary
      to
      render such provision and this Agreement enforceable.

     

    8.11        
      Arbitration.
      Any
      controversy arising out of, connected to, or relating to any matters herein
      of
      the transactions with the Parties hereto on behalf of the undersigned, or this
      Agreement, or the breach thereof, including, but not limited to any claims
      of
      violations of federal and/or state securities laws, banking statutes, consumer
      protection statutes, federal and/or state anti-racketeering (e.g. RICO) claims
      as well as any common law claims and any state law claims of fraud, negligence,
      negligent misrepresentations, and/or conversion, or the laws of any territory,
      country or jurisdiction, shall be settled by arbitration; and in accordance
      with
      this paragraph any judgment on the arbitrator’s award may be entered in any
      court having jurisdiction thereof. In the event of such a dispute, each Party
      agrees to arbitration conducted through the auspices of American Arbitration
      Association. Venue for any action shall lie in Nevada, USA.

     

    8.12        
      Confidentiality;
      Public Disclosure.
      Each of
      the parties hereto hereby agrees that the information obtained pursuant to
      the
      negotiation and execution of this Agreement shall be treated as confidential
      and
      not be disclosed to third parties who are not agents of one of the Parties
      to
      this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.13        
      Notification
      of Certain Matters.
      Each
      Party shall give prompt notice to the other of (i) the occurrence or
      non-occurrence of any event, the occurrence or non-occurrence of which is likely
      to cause any representation or warranty of such party contained in this
      Agreement to be untrue or inaccurate and (ii) any failure of such Party to
      comply with or satisfy any covenant, condition or agreement to be complied
      with
      or satisfied by it hereunder; provided,
      however,
      that
      the delivery of any notice pursuant to this Section shall not limit or
      otherwise affect any remedies available to the Party receiving such notice.
      Further, disclosure pursuant to this Section shall not be deemed to amend
      or supplement the Schedules hereto or prevent or cure any
      misrepresentations, breach of warranty or breach of covenant.

     

    8.14        
      Currency.
      The
      parties hereto agree that all monetary amounts set forth herein are referenced
      in United States dollars, unless otherwise stated.

     

    8.15        
      Rules
      of Construction.
      The
      parties hereto agree that they have been represented by counsel during the
      negotiation and execution of this Agreement and, therefore, waive the
      application of any law, regulation, holding or rule of construction providing
      that ambiguities in an agreement or other document will be construed against
      the
      Party drafting such agreement or document.

     

    8.16        
      Counterparts.
      This
      Agreement may be executed in counterparts and by facsimile signatures. In the
      event that any signature is delivered by facsimile transmission, such signature
      shall create a valid and binding obligation of the Party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile signature page were an original thereof. All such counterparts shall
      together constitute one and the same instrument.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     




    IN
      WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as
      of
      the date first set forth above.

    


    SELLERS:

    


    [Signatures
      set forth on Schedule A]

    


    


    


    


    


    


    BUYERS:

    


    [Signatures
      set forth on Schedule B]

     

    
      	 	 	 
	 SELLERS
              AUTHORIZED
              REPRESENTATIVE:
	 
 	 
 	 
 
	By:  /s/ Darcy
              Krell
	 
              
Darcy
              Krell
	 	 




     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Schedule
      A

    Sellers

    


    


    
      	
              Sellers

            	
              Shares

            	
              Signature

            
	
              Ray
                Anderson

            	
              8,000

            	
              /s/
                Ray Anderson

            
	
              Heather
                Atford

            	
              40,000

            	
              /s/
                Heather Atford

            
	
              Vic
                Brothers

            	
              60,000

            	
              /s/
                Vic Brothers

            
	
              Steven
                Chan

            	
              3,400,000

            	
              /s/
                Steven Chan

            
	
              Winch
                Chung

            	
              40,000

            	
              /s/
                Winch Chung

            
	
              Richard
                Cox

            	
              50,000

            	
              /s/
                Richard Cox

            
	
              Bob
                Dahling

            	
              60,000

            	
              /s/
                Bob Dahling

            
	
              Susan
                Dawson

            	
              40,000

            	
              /s/
                Susan Dawson

            
	
              Adam
                Dore

            	
              40,000

            	
              /s/
                Adam Dore

            
	
              Rene
                Douglas

            	
              10,000

            	
              /s/
                Rene Douglas

            
	
              John
                Essex

            	
              10,000

            	
              /s/
                John Essex

            
	
              Thomas
                Fung

            	
              60,000

            	
              /s/
                Thomas Fung

            
	
              Ed
                Gisler

            	
              50,000

            	
              /s/
                Ed Gisler

            
	
              Jasmine
                Grant

            	
              9,000

            	
              /s/
                Jasmine Grant

            
	
              Ted
                Hayes

            	
              12,000

            	
              /s/
                Ted Hayes

            
	
              Kenyon
                Hearl

            	
              10,000

            	
              /s/
                Kenyon Hearl

            
	
              Randy
                Lovell

            	
              10,000

            	
              /s/
                Randy Lovell

            
	
              Robert
                Marshall

            	
              40,000

            	
              /s/
                Robert Marshall

            
	
              Keith
                Smith

            	
              1,500,000

            	
              /s/
                Keith Smith

            
	
              Jane
                Robins

            	
              12,000

            	
              /s/
                Jane Robins

            
	
              TOTAL:

            	
              5,461,000

            	 


    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    Schedule
      B

    Buyers

    


    
      	
              Buyers

            	
              Shares

            	
              Consideration

            	
              Signature

            
	
              Trinad
                Capital Master Fund, Ltd.

            	
              5,461,000

            	
              $750,000

            	
              /s/
                Jay Wolf

            
	
              TOTAL:

            	
              5,461,000

            	
              $750,000

            	 


    

    
 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    Schedule
      C

    Schedule
      of Liabilities

    


    


    ● A
      total
      of $54,789.00 in loans (the “Loans”) to the Company by Mr. Steven Chan,
      president of the Company, which Loans will be cancelled in their entirety by
      Mr.
      Chan at the Closing.

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

 

    Schedule
      D

    Officer
      and Director Appointments

    
 

    Officers:

    


    
      	
              Name:
                
                


            	 	
              Position:

            
	
              Robert
                S. Ellin

            	 	
              Chief
                Executive Officer and President

            
	
              Charles
                Bentz

            	 	
              Chief
                Financial Officer and Treasurer

            
	
              Daniel
                Kim

            	 	
              Controller

            
	
              Jay
                Wolf

            	 	
              Secretary

            


    

    


    


    Directors:

    


    


    
      	
              Robert
                S. Ellin

            
	
              Barry
                Regenstein

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    




    Exhibit
      A

    


    Disclosure
      Schedules

    


    Schedule
      2.7(a) - Company Agreements

    


    The
      Company is a party to the following agreements:

    


    1. Agreement
      for transfer agent services with Empire Stock Transfer Inc. (no amounts are
      currently owed under this agreement)

    


    


    


    
 

    
      4127762v.4
        (DFTW FINAL 9-27-07)