spa_purfusion.htm


    
      

    


    SECURITIES
      PURCHASE AGREEMENT

    


    This
      SECURITIES PURCHASE AGREEMENT, dated as of September 10th, 2007 (this
“Agreement”), is entered into by and among Norman Farrar, an individual
      (“Farrar”) the “Seller”), PurFusion Group of Companies, Inc.,
      (“PGCI”) a Canadian corporation (the “Company”) and its wholly-owned
      subsidiaries PurFusion, Inc. (“PI”) and PurFusion Worldwide, Inc. (“PFW”), and
      Sovereign Research, LLC, a Florida limited liability company (the
“Purchaser”).  The foregoing parties are sometimes referred to
      hereinafter collectively as the “Parties.”

    


    RECITALS:

    


    WHEREAS,
      the Seller collectively own 100 shares of the $1.00 par value common stock
      (“Common Stock”) of the Company (the “Shares”), with such Shares
      representing 100% of the issued and outstanding capital stock and voting equity
      of the Company;

    


    WHEREAS,
      in connection with and as a condition of this Agreement, Farrar and the Company
      shall enter into an Employment Agreement, of even date herewith (the
“Employment Agreement”); and

     

    WHEREAS,
      in connection with and as a condition of this Agreement PGCI shall be the
      exclusive sales and marketing arm for 247MGI, Inc. (“247MGI”) & Subs
      exclusive of any and all financial media related products; and

     

    WHEREAS,
      the Seller wish to sell to the Purchaser, and the Purchaser desires to purchase
      from the Seller, the Shares, subject to the terms and conditions hereinafter
      set
      forth.

     

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

    


    AGREEMENT:

    


    1.           Incorporation
      of Recitals.  The foregoing Recitals are incorporated herein by
      this reference.

     

    2.           Sale
      and Purchase of the Shares.  Subject to the terms and conditions
      hereof, at the Closing, the Seller agree to sell to the Purchaser, and the
      Purchaser agrees to purchase from the Seller, the Shares, for an aggregate
      purchase price of $180,000 in cash (the “Purchase Price”).  The
      Shares shall be transferred and delivered to the Purchaser in the form of one
      stock certificates against the payment of the Purchase Price to the Seller
      made
      by wire transfer(s) in immediately available funds on the Closing Date to one
      or
      more U.S. accounts designated in writing by the Seller at least two business
      days prior to the Closing Date.  Purchaser has agreed to infuse PGCI
      with $25,000 within 10 business days from the signing of the Stock Purchase
      Agreement which is to be executed on Monday September 10, 2007.  It is
      further understood that any money loaned against the purchase price shall be
      deducted from the total mount to be paid by Purchaser once the audit has been
      delivered.  Furthermore it is agreed to that if for any reason PGCI or
      Norman Farrar (NF) do not execute the agreements then the advanced funds shall
      become a demand Note owed by PGCI and NF.  If Purchaser chooses not to
      move forward with the agreement then the funds shall become a Note owed by
      PGCI.  The Seller shall receive 35% of the 31,594,890 issued and
      outstanding common stock of 247MGI upon executing the Stock Purchase Agreement
      listed above.  The shares shall bear a restrictive legend and will be
      delivered to NF upon completion of the audit for PGCI and the signing of the
      Final Agreement with Ross McCullough

     

    3.           Closing.

    3.1           The
      purchase and sale of the Shares (the “Closing”) shall take place at the
      offices of the Purchaser, located at 1007 N. Federal Highway, Suite D-6, Ft.
      Lauderdale, FL 33304, at 10:00 a.m., Eastern Standard Time, on September 10,
      2007, or such other date and time as the Parties may mutually agree (the
“Closing Date”), upon satisfaction of the closing conditions set forth in
      Section 6 of this Agreement.  The closing is subject to delivery of audited
      financial statements.

     

    3.2           From
      time to time after the Closing, and without further consideration, the Seller
      shall execute and deliver such other instruments of transfer and take such
      other
      actions as the Purchaser may reasonably request in order to more effectively
      transfer the Shares to the Purchaser and to otherwise consummate the
      transactions contemplated by this Agreement.

     

    4.           Representations
      and Warranties of the Seller and the Company.  Each of the Seller
      and the Company hereby jointly and severally represents and warrants to the
      Purchaser as follows:

     

    4.1           Authorization.  All
      action on the part of the Seller necessary for the authorization, execution,
      and
      delivery of this Agreement and the performance of the Seller obligations
      hereunder at the Closing has been taken or will be taken prior to the Closing,
      and this Agreement shall constitute the valid and legally binding obligation
      of
      the Seller, enforceable in accordance with its terms except as limited by the
      effect of bankruptcy, insolvency, reorganization, moratorium, and other similar
      laws relating to or affecting the rights of creditors generally and by laws
      relating to the availability of specific performance, injunctive relief, or
      other equitable remedies.

     

    4.2           Ownership
      and Title of Shares.  The Shares, when sold and delivered in
      accordance with the terms of this Agreement for the consideration expressed
      herein, will be duly and validly issued, fully paid, and non-assessable, and
      will be free of restrictions on transfer, other than restrictions on transfer
      under this Agreement and under applicable state and federal securities
      laws.  The Seller collectively own, beneficially and of record, good
      and marketable title to the Shares, free and clear of all security interests,
      liens, adverse claims, encumbrances, proxies, options, or stockholders'
      agreements.  At the Closing, the Seller will convey to the Purchaser
      good and marketable title to the Shares, free and clear of any security
      interests, liens, adverse claims, encumbrances, proxies, options, or
      stockholders' agreements.

     

    4.3           Organization
      and Good Standing.  The Company is a corporation duly organized,
      validly existing, and in good standing under the laws of Canada, with full
      corporate power and authority to own, lease, and operate its business and
      properties, and fully qualified to do business as a foreign corporation in
      each
      jurisdiction where the failure to be so qualified would have a material or
      adverse effect on the Company.

     

    4.4           Capitalization.  All
      of the issued and outstanding shares of the Company’s Common Stock were duly
      authorized for issuance and are validly issued, fully paid, and non-assessable.
      The authorized capital stock of the Company consists of 1,000 shares of Common
      Stock, par value $1.00 per share, of which 100 shares are and will be issued
      and
      outstanding at the Closing (the “Company Shares”).  All of the
      Company Shares are duly authorized, validly issued, fully paid, and
      non-assessable, and have not been issued in violation of any preemptive right
      of
      stockholders.  The Company Shares are not, and those shares of Common
      Stock when issued in accordance with the terms hereof will not be, 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 or preferred 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 shareholders, or among any of the Company’s shareholders
      relating to the acquisition (including without limitation rights of first
      refusal or preemptive rights), disposition, registration under the Securities
      Act, or voting of the capital stock of the Company. There are no outstanding
      Company Shares that are subject to vesting. The Company has no other capital
      stock authorized, issued, or outstanding.

     

    4.5           No
      Assets, Liabilities, or Obligations.  At the Closing: (a) the
      Company shall not have any assets of any kind except for those set forth in
      Schedule 4.6(a) attached hereto; (b) neither the Company, the Seller, nor any
      other person or entity, shall be in breach or in default under any contract,
      agreement, arrangement, commitment, or plan to which the Company is a party,
      and
      neither the Seller nor the Company shall have 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 Closing Date; (c) no event
      or action shall have occurred, shall be pending, or shall have been 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
      Seller’ knowledge, any other person or entity; and (d) the Company shall have no
      liabilities or obligations whatsoever, whether secured or unsecured, accrued,
      determined, absolute or contingent, asserted or unasserted, or otherwise,
      whether or not such liabilities or obligations are required to be reflected
      or
      reserved in a balance sheet or the notes thereto under generally accepted
      accounting principles except for those set forth in Schedule 4.6(b) attached
      hereto.

     

    4.6           No
      Conflicts or Defaults.  Neither the execution and delivery of this
      Agreement by the Seller and the Company nor the consummation by the Seller
      of
      the transactions contemplated hereby, nor compliance by the Seller with any
      of
      the provisions hereof, will: (a) contravene the Articles of Incorporation or
      Bylaws, as amended, of the Company, (b) result in a violation or breach of,
      or
      constitute (with or without due notice or lapse of time or both) a default
      (or
      give rise to any right of termination, cancellation, or acceleration) under
      any
      of the terms, conditions, or provisions of any note, bond, mortgage, indenture,
      license, contract, agreement, or other instrument or obligation to which either
      of the Seller or the Company is a party, or by which the Company or its property
      may be bound, (c) violate any judgment, order, writ, injunction, decree,
      statute, rule, or regulation applicable to either of the Seller or the Company,
      or (d) give rise to any cause of action to any party, or result in the creation
      of, or give any party the right to create, any lien, charge, encumbrance, or
      any
      other right that is adverse to any interest of the Company.

     

    4.7           Financial
      Statements.  No later than two business days prior to the Closing,
      the Seller or the Company shall provide the Purchaser with the Company’s audited
      financial statements for the fiscal years ended December 2005 and December
      2006,
      and the Company’s unaudited interim financial statements for the period ending
      August 30, 2007 (collectively, the “Financial
      Statements”).  The Financial Statements shall have been prepared
      in accordance with generally accepted accounting principles, consistently
      applied, during the periods involved (except (i) as may be otherwise
      indicated in such financial statements or the notes thereto or (ii) in the
      case of unaudited interim statements, to the extent they may exclude footnotes
      or may be condensed or summary statements) and fairly present in all material
      respects the financial position of the Company as of the dates thereof and
      the
      results of its operations and cash flows for the periods then ended (subject,
      in
      the case of unaudited statements, to normal year-end audit
      adjustments).  The Purchaser shall have no obligation to consummate
      the transactions contemplated herein if the Purchaser has not received the
      Financial Statements at least two business days prior to the
      Closing.

     

    4.8           Events
      Subsequent to Financial Statements.  Except as reflected in the
      Financial Statements: (a)the Company has not failed to pay and discharge its
      current liabilities in the ordinary course of business consistent with past
      practice; (b) the Company has not incurred any indebtedness or liability or
      assumed any obligations; (c) the Company has not waived or released any right
      of
      any material value; (d) the Company has not paid any compensation or benefits
      to
      officers or directors of the Company; (e) the Company has not made or authorized
      any amendment in the Articles of Incorporation or Bylaws of the Company, other
      than such amendments previously disclosed to Purchaser in writing; and (f)
      there
      has been no material or adverse change in the condition (financial or otherwise)
      of the properties, assets, liabilities, or business of the Company.

     

    4.9           Taxes.  The
      Company has filed all United States federal, state, county, local and foreign,
      national, provincial and local tax returns and reports which were required
      to be
      filed on or prior to the Closing Date 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 therefore have been established.  All such tax
      returns and reports filed on or prior to the Closing Date 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 respects.  The amount shown on
      the Company’s most recent balance sheet 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 Seller or the Company, 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 Financial Statements.  All such
      amounts and penalties are set forth in the Company’s balance
      sheet.  Purchaser has agreed to contribute up to $20,000 for extra
      taxes that maybe imposed on NF for executing the agreements outlined
      above.  This amount shall be over and above any and all tax loss carry
      forwards that maybe used to offset any potential tax liability

     

     

    4.10           Real
      Property.  The Company does not own or lease any real property,
      and shall not own or lease any real property on the Closing Date.

     

    4.11           Compliance.

     

    
       

    

    (a)           The
      Company is not conducting its 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 and regulations.  There are no claims, notices, actions, suits,
      hearings, investigations, inquiries, or proceedings pending or, to the knowledge
      of the Seller or the Company, threatened against the Company, and there are
      no
      past or present conditions that the Seller or the Company have reason to believe
      are likely to give rise to any material liability or other obligations of the
      Company under any circumstances.

     

    4.12           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, except those the absence of which would not materially
      or adversely affect the Company.  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 or adversely affect its business.

     

    4.13           Litigation.

     

    (a)           There
      is no claim, dispute, action, suit, inquiry, proceeding, or investigation
      pending or, to the knowledge of the Seller or the Company, threatened against
      or
      affecting the Company, or challenging the validity or propriety of the
      transactions contemplated by this Agreement or any ancillary agreement or
      instrument hereto, 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.

     

    (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.

     

    4.14           Consents.  All
      consents, approvals, orders, authorizations, registrations, qualifications,
      designations, declarations, or filings with any U.S., federal or state,
      governmental authority on the part of the Seller or the Company required in
      connection with the consummation of the transactions contemplated herein shall
      have been obtained prior to, and shall be effective as of, the Closing
      Date.  All third party consents, approvals, orders or authorizations
      required to be obtained by the Seller or the Company in connection with the
      consummation of the transactions contemplated herein have been obtained prior
      to, and shall be effective as of, the Closing Date.

     

    4.15           Patents,
      Trademarks, and Intellectual Property Rights.  On or prior to the
      Closing Date, the Company shall 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 or entity.

     

    4.16           Brokers
      and Finders.  The Purchaser shall not be obligated to pay any
      commission, brokerage fee, or finder’s fee based on any alleged agreement or
      understanding between the Sellers or the Company and a third person in respect
      of the transactions contemplated hereby.  The Sellers hereby agree to
      indemnify the Company and Purchaser against any claim by any third person for
      any commission, brokerage fee, finder's fee, or other payment with respect
      to
      this Agreement or the transactions contemplated hereby based on any alleged
      agreement or understanding between the Sellers or the Company and such third
      person, whether express or implied from the actions of the Sellers or the
      Company.

     

    4.17           Affiliate
      Transactions.  With the sole exception of the ancillary agreements
      hereto, neither the Company nor any officer, director, or employee 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
      by or
      necessary to the Company which will subject the Company to any liability or
      obligation from and after the Closing Date.

     

    4.18           Books
      and Records.  Copies of the Company’s Articles of Incorporation,
      Bylaws, other governing documents, agreements, correspondence, and various
      other
      corporate records previously forwarded by the Seller to Purchaser prior to
      the
      Closing Date, are true, correct, and complete.  The minute books of
      the Company as forwarded to Purchaser contain true and complete records of
      all
      meetings and consents in lieu of meetings of the Company’s Board of Directors
      (and any committees thereof), similar governing bodies, or shareholders since
      the time of the Company’s organization.

     

    4.19           No
      Disagreements with Accountants and Lawyers.  There are no
      disagreements of any kind presently existing, or reasonably anticipated by
      the
      Seller or the Company to arise, between the accountants and lawyers presently
      or
      previously employed by the Company, and the Company is current with respect
      to
      any fees owed to its accountants and lawyers.

     

    4.20           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.

     

    4.21           No
      Unlawful Actions.  Neither the Seller nor the Company, or, to the
      knowledge of the Seller, any person acting on behalf of the Company including,
      without limitation, any director, officer, agent or employee of the Company
      has
      not, directly or indirectly, while acting on behalf of the Company:
      (i) used any corporate funds for unlawful contributions, gifts,
      entertainment or other unlawful expenses relating to political activity,
      (ii) made any unlawful payment to foreign or domestic government officials
      or employees or to foreign or domestic political parties or campaigns from
      corporate funds, (iii) violated any provision of the Foreign Corrupt
      Practices Act of 1977, as amended, or (iv) made any other unlawful payment
      or committed any unlawful act.

     

    4.22           Schedules.  All
      lists or other statements, information, or documents set forth in, attached
      to
      any Schedule provided pursuant to this Agreement, or delivered hereunder shall
      be deemed to be representations and warranties by the Seller and the Company
      with the same force and effect as if such lists, statements, information, and
      documents were set forth herein, and such representations and warranties shall
      survive with full force and effect after the Closing Date.

     

    4.23           Disclosure.  The
      representations and warranties and statements of fact made by the Seller and
      the
      Company in this Agreement are accurate, correct, and complete in all material
      respects and do not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements and
      information contained herein not false or misleading.

     

    5.           Representations
      and Warranties of the Purchaser.  The Purchaser hereby represents
      and warrants to the Seller and the Company as follows:

     

    5.1           Organization
      and Good Standing. The Purchaser is a limited liability company duly formed,
      validly existing, and in good standing under the laws of the State of Florida
      with all requisite: (i) limited liability company power and authority to
      execute, deliver and perform this Agreement, to make the representations,
      warranties, and agreements specified herein, and to consummate the transactions
      contemplated herein, including, without limitation, the purchase of the Shares,
      and (ii) right and power to purchase the Shares.

     

    5.2           Investment
      and Related Representations.

     

    5.2.1                      Shares
      as “Restricted” Securities.  The Purchaser and Seller are aware
      that neither the Shares nor the offer or sale thereof to the Purchaser or Seller
      have been registered under the Securities Act, or under any foreign or state
      securities law.  The Purchaser and Seller acknowledge that the Shares
      are being offered pursuant to certain exemptions from Section 5 of the
      Securities Act for offers and sale of securities not involving an issuer,
      underwriter, or dealer.  The Purchaser and Seller understand that the
      Shares are “restricted” securities under U.S. federal securities laws inasmuch
      as they are being acquired from an affiliate of the issuer and that under such
      laws and applicable regulations such securities may be resold without
      registration under the Securities Act only in certain limited
      circumstances.  The Purchaser and Seller represent that it is familiar
      in general with Rule 144 under the Securities Act (which provides generally
      for
      a one year holding period and limitations on the amount of “restricted”
securities that can be sold in compliance with the rule upon completion of
      the
      holding period), and understands the resale limitations imposed thereby and
      by
      the Securities Act.  The Purchaser and Seller understand that each
      certificate representing the Shares and any other securities issued in respect
      of the Shares upon any stock split, stock dividend, recapitalization, merger
      or
      similar event (unless no longer required in the opinion of counsel for the
      Company) shall be stamped or otherwise imprinted with legends substantially
      in
      the following form (in addition to any legend that may now or hereafter be
      required by applicable state law):

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      LAWS.  THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
      OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
      RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY
      TO
      THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR
      HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED,
      OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT.”

     

    The
      Purchaser and Seller agree that they will not sell any portion of the Shares
      except pursuant to registration under the Securities Act or pursuant to an
      available exemption from registration under the Securities Act.

     

    5.2.2                      Investment
      Representation.  The Shares are being acquired by the Purchaser
      and Seller pursuant to this Agreement for investment and not with a view to
      the
      public resale or distribution thereof unless pursuant to an effective
      registration statement or exemption under the Securities Act.

     

    5.2.3                      No
      Public Solicitation.  The Purchaser and Seller are acquiring the
      Shares after private negotiation and has not been attracted to the acquisition
      of the Shares by any press release, advertising, or publication.

     

    5.2.4                      Investor
      Sophistication and Ability to Bear Risk of Loss.  The Purchaser
      and Seller acknowledge that the Purchaser and Seller are able seperately to
      protect the Purchaser’s and Seller’s interests in connection with the
      acquisition of the Shares and can bear the economic risk of investment in such
      securities without producing a material adverse change in the Purchaser’s or
      Seller’s financial condition.  The Purchaser and Seller otherwise have
      such knowledge and experience in financial or business matters such that the
      Purchaser and Seller are each capable of evaluating the merits and risks of
      the
      investment in the Shares.

     

    6.           Conditions
      to Closing.

     

    6.1           Conditions
      to Obligations of the Purchaser.  The obligations of the Purchaser
      under this Agreement shall be subject to each of the following
      conditions:

     

    (a)           Closing
      Deliveries.  At the Closing, the Seller shall have delivered or
      caused to be delivered to the Purchaser the following:

     

    
      	
              (i)  

            	
              this
                Agreement, duly executed by the Seller and the
                Company;

            


    

    


    
      	
              (ii)  

            	
              one
                or more certificates representing the Shares, accompanied by duly
                endorsed
                stock powers, with signature medallion guaranteed, in form and substance
                satisfactory to the Purchaser;

            


    

    


    
      	
              (iii)  

            	
              written
                resignations of all officers and directors of the Company in office
                immediately prior to the Closing (with the exception of Farrar),
                and
                proper and valid board resolutions electing Matthew P. Dwyer as
                ­­­Director;

            


    

     

    
      	
              (iv)  

            	
              the
                Financial Statements, no later than two business days prior to the
                Closing;

            


    

     

    
      	
              (v)  

            	
              247MGI
                shall offer to Norman Farrar a seat on its Board of Directors and
                the
                Position of President of 247MGI.  It is understood that the
                offer of these positions does not have an expiration date, but it
                is
                mutually agreed to all parties that Norman Farrar shall take these
                positions once 247 MGI can provide assurances that Norman Farrar
                is
                shielded from any on going legal matters that 247MGI may
                have.  It is further agreed that if another qualified candidate
                for President arises and Norman Farrar does not take the position
                it maybe
                offered to the other candidate.

            


    

     

    
      	
              (vi)  

            	
              the
                duly executed Employment Agreement, of even date herewith, by and
                among
                Norman Farrar and the Company; and

            


    

     

    
      	
               

            	
              (vii)  
                

            	
              such
                other documents as the Purchaser or its counsel may reasonably request
                in
                connection with the transactions contemplated
                hereby.

            


    

     

    (b)           Truthfulness
      and Accuracy of Representations and Warranties.  The
      representations and warranties of the Seller and the Company contained herein,
      including those contained in any schedules and exhibits attached hereto, shall
      be true in all material respects at the Closing, with the same effect as though
      made at such time.  The Seller and the Company shall have performed in
      all material respects all obligations and complied in all material respects
      with
      all covenants and conditions required by this Agreement to be performed or
      complied with by him at or prior to the Closing.

     

    (c)           Cancellation.  If
      any of the conditions specified in this Section 6.1 shall not have been
      fulfilled when and as required by this Agreement, or if any of the opinions,
      certificates, and documents mentioned above or elsewhere in this Agreement
      shall
      not be reasonably satisfactory in form and substance to the Purchaser or its
      counsel, this Agreement and all the Purchaser’s obligations hereunder may be
      canceled at, or at any time prior to, the Closing Date by the Purchaser.
 Notice of such cancellation shall be given to the Company and the
      Seller pursuant to Section 8.6 herein.

     

    6.2           Conditions
      to Obligations of the Seller and the Company.  The obligations of
      the Seller and the Company under this Agreement shall be subject to each of
      the
      following conditions:

     

    (a)           Closing
      Deliveries.  At the Closing, the Purchaser shall have delivered or
      caused to be delivered to the Seller and/or the Company the
      following:

     

    
      	
              (i)  

            	
              this
                Agreement, duly executed by the
                Purchaser;

            


    

    


    
      	
              (ii)  

            	
              the
                Purchase Price by wire transfer to the accounts designated by the
                Seller
                pursuant to their written instructions;
                and

            


    

     

    
      	
               

            	
              (iii)  
                

            	
              such
                other documents as the Seller or their counsel may reasonably request
                in
                connection with the transaction contemplated
                hereby.

            


    

     

    (b)           Truthfulness
      and Accuracy of Representations and Warranties.  The
      representations and warranties of the Purchaser contained herein shall be true
      in all material respects at the Closing, with the same effect as though made
      at
      such time.  The Purchaser shall have performed in all material
      respects all obligations and complied in all material respects with all
      covenants and conditions required by this Agreement to be performed or complied
      with by it at or prior to the Closing.

     

    (c)           Cancellation.  If
      any of the conditions specified in this Section 6.2 shall not have been
      fulfilled when and as required by this Agreement, this Agreement and the Seller’
and the Company’s obligations hereunder may be canceled at, or at any time prior
      to, the Closing Date by the Seller or the Company.  Notice of such
      cancellation shall be given to the Purchaser pursuant to Section 8.6
      herein.

     

    7.           Indemnification.

     

    (a)           Each
      of the Seller on the one hand and the Purchaser on the other hand hereby agrees
      to indemnify and hold harmless the other and each of the other’s affiliates and
      each of their respective officers, directors, partners, members, managers,
      shareholders, employees, and agents from and against any and all losses, claims,
      damages, judgments, penalties, liabilities, and deficiencies, and agrees to
      reimburse the other for all reasonable out-of-pocket expenses (including
      reasonable fees and expenses of legal counsel), in each case promptly as
      incurred by the other, to the extent arising out of or in connection with:
      (i)
      any material misrepresentation or material breach of any of the other’s
      representations or warranties contained in this Agreement; (ii) any failure
      by
      the other to perform any of its covenants, agreements, undertakings, or
      obligations set forth in this Agreement or any ancillary agreement hereto,
      or
      (iii) any operations of the Company or transactions involving the Company
      occurring, in the case of indemnification by the Seller, on or prior to the
      Closing Date, or in the case of indemnification by the Purchaser, after the
      Closing Date.

     

    (b)           Each
      of the Seller agrees to indemnify the Purchaser against any and all debts,
      liabilities, and obligations of the Company (whether contingent or otherwise)
      existing or arising on or before the Closing Date which were not disclosed
      to
      the Purchaser in writing prior to the Closing Date.  Each of the
      Seller hereby agrees to indemnify Purchaser against any claim by any third
      person for any commission, brokerage fee, finder's fee, or other payment with
      respect to this Agreement or the transactions contemplated hereby based on
      any
      alleged agreement or understanding between the Seller or the Company and such
      third person, whether express or implied from the actions of the Seller or
      the
      Company.  Following the Closing, the Seller agree to pay any and all
      such undisclosed pre-existing debts, liabilities, and obligations when and
      as
      such liabilities and obligations are discovered or become due, upon demand
      made
      by the Purchaser.

     

    8.           Miscellaneous.

     

    8.1           Cumulative
      Remedies.  Subject to Section 7 herein, any person having any
      rights under any provision of this Agreement will be entitled to enforce such
      rights specifically, to recover damages by reason of any breach of any provision
      of this Agreement, and to exercise all other rights granted by law, which rights
      may be exercised cumulative and not alternatively.

     

    8.2           Successors
      and Assigns.  Except as otherwise expressly provided herein, all
      covenants and agreements contained in this Agreement by or on behalf of any
      of
      the Parties hereto will bind and inure to the benefit of the respective
      successors and assigns of the Parties hereto whether so expressed or
      not.

     

    8.3           Severability.  If
      any term, provision, covenant, or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, illegal, void, or unenforceable,
      the remainder of the terms, provisions, covenants, and restrictions set forth
      herein shall remain in full force and effect and shall in no way be affected,
      impaired, or invalidated, and the Parties hereto shall use their reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant, or restriction.  It is hereby stipulated and declared to be
      the intention of the Parties that they would have executed the remaining terms,
      provisions, covenants, and restrictions without including any of such that
      may
      be hereafter declared invalid, illegal, void, or unenforceable.

     

    8.4           Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement.  In the event that any
      signature is delivered by facsimile transmission, such signature shall create
      a
      valid binding obligation of the Party executing (or on whose behalf such
      signature is executed) the same with the same force and effect as if such
      facsimile signature were the original thereof.

     

    8.5           Amendments
      and Waivers.  The provisions of this Agreement may not be amended,
      modified, or supplemented, and waivers or consents to departures from the
      provisions hereof may not be given, unless the same shall be in writing and
      signed by each Party hereto.  This Agreement constitutes the entire
      agreement and understanding between the Parties hereto with respect to the
      subject matter hereof and supersedes all prior agreements, understandings,
      and
      representations pertaining to the subject matter hereof, whether oral or
      written.  The Parties hereby mutually agree and stipulate that this
      Agreement is the result of negotiations between the Parties and terms hereof
      are
      negotiated terms. Accordingly, any rules of interpretation, construction, or
      resolving ambiguity against the drafter that may otherwise apply, shall not
      apply hereto.

     

    8.6           Notices.  Any
      approvals, consents or notices required or permitted to be sent or given shall
      be delivered in writing personally or mailed, certified mail, return receipt
      requested, to the following addresses and shall be deemed to have been received
      within five days after such mailing:

     

    
      	
              If
                to the PURCHASER:

               

            	
              Sovereign
                Research, LLC

              Attn.:
                Mr. Matthew Dwyer

              1007
                N. Federal Highway, Suite D-6

              Ft.
                Lauderdale, FL 33304

            


    

    


    
      	
              If
                to the COMPANY:

            	
              PurFusion
                Group of Companies, Inc.

              27
                Previn Court

              Alliston,
                ON L9R 1N8

            


    

    


    


    
      	
              If
                to FARRAR:

            	
              27
                Previn Court

              Alliston,
                ON L9R 1N8

            


    

     

    8.7           Litigation
      Costs.  If any legal action or other proceeding is brought for the
      enforcement of this Agreement, or because of an alleged dispute, breach,
      default, or misrepresentation in connection with any of the provisions thereof,
      the successful or prevailing Party or Parties shall be entitled to recover
      reasonable attorneys’ fees and other costs incurred in that action or
      proceeding, in addition to any other relief to which it or they may be
      entitled.

     

    8.8           Entire
      Agreement.  This Agreement and the other agreements specifically
      referred to herein constitute the entire agreement and understanding of the
      Parties with respect to the subject matter thereof, and supersede all prior
      and
      contemporaneous agreements and understandings.

     

    8.9           Governing
      Law, Jurisdiction, and Service of Process.  This Agreement shall
      be governed by, and interpreted and construed in accordance with, the laws
      of
      the State of Florida, without regard to the conflict of law principles
      thereof.  Any action brought under this Agreement shall be brought in
      a state or federal court having competent subject matter jurisdiction and
      located in the City of Ft. Lauderdale in accordance with the applicable
      procedure therefor.  Each Party hereby consents to and confers
      personal jurisdiction over such Party by any such court and agrees that each
      Party may validly effect service of process upon the other by mailing a copy
      of
      said process to such Party at the addresses set forth in Section 8.6 hereof,
      as
      applicable.  In any action hereunder, each Party waives the right to
      demand a trial by jury.

     

    8.10           Injunctive
      Relief.  The Parties agree that a breach of this Agreement may
      cause the Purchaser irreparable harm for which monetary damages are not
      adequate.  In addition to all other available legal remedies, the
      Purchaser shall have the right to injunctive relief to enforce this
      Agreement.

     

    


     

    


     

     [Signature
      Page Follows]

     


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, each of the Parties to this Agreement has executed or caused
      this Agreement to be executed as of the date first above written.

     

    


     

    “PURCHASER”                                                                           SOVEREIGN
      RESEARCH, LLC

     

    


     

    By:  /s/Matthew
      P. Dwyer

                                            Matthew
      P. Dwyer,
Managing
      Member

    


     

    


     

    
      	
              “COMPANY”

            	
              PURFUSION
                GOUP OF

            


    

     

    
      	
               

            	
              COMPANIES,
                INC.

            


    

     

    


     

    By:  /s/Norman
      Farrar

                                            Norman
      Farrar, Chief
      Executive
      Officer

    


     

    


     

    “FARRAR”

     

    By: 
      /s/Norman Farrar

                                            Norman
      Farrar