ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement"), effective as of March 1, 2009, is by and among:

EMTA Holdings, Inc., a Nevada corporation ("EMTA"), and its wholly owned subsidiary Lumea, Inc., a Nevada corporation ("Lumea"),

and

Easy Staffing Services, Inc., a Delaware corporation ("Easy"), and its wholly-owned subsidiaries ESSI, Inc., a Delaware corporation ("ESSI"), and Easy Staffing Solutions, Inc., an Illinois corporation f/k/a Burton Placement Services, Inc. ("Burton") (collectively the "Sellers").

EMTA develops and manufactures innovative products to conserve energy, particularly for petroleum-based fuels. The company's engine and fuel additives are marketed under the brands XenTx ^TM , Synergyn ^TM and CleanBoost ^TM brands, and are sold both to commercial and retail customers.

Easy, ESSI and Burton are full service employment agencies, offering temporary labor staffing, direct placement, employee leasing, and payroll services in many states across the country.

Lumea and Easy are parties to a Letter of Intent dated October 17, 2008 (the "LOI"). Pursuant to the LOI, Lumea and the Sellers established the material commercial teens regarding the Sellers' transfer of their outstanding shares of common stock of Easy to Lumea in exchange for shares of common stock of ETMA (the "Original Transaction"). The parties have elected to modify the commercial terms of the Original Transaction so that Lumea will acquire certain assets and assume certain liabilities of each of the Sellers in exchange for shares of EMTA and a promissory note. This Agreement will memorialize the definitive agreement among the parties as it relates to the modified transaction.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the parties agree and reaffirm as follows:

1.1              Letter of Intent.   Upon execution of this Agreement, the LOI will be deemed terminated and of no further force or effect. To the extent there exists a conflict of terms or provisions in the LOI and this Agreement, the terms and provisions of this Agreement will control.

1.2              Purchase and Sale of Assets.   On and subject to the terms and conditions of this Agreement, Lumea agrees to purchase from the Sellers, and the Sellers agree to sell, transfer, convey, and deliver to Lumea, all of the Acquired Assets at the Closing for the consideration specified below in this Section 1, where "Acquired Assets" means all of the right, title, and interest that the Sellers possess and have the right to transfer in and to all of their assets, including all of their:

(i)             intellectual property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions;

(iii)            agreements, contracts, indentures, mortgages, instruments, security interests, guaranties, other similar arrangements, and rights thereunder;

(iv)            accounts, notes, and other receivables;

(v)             tangible personal property (such as inventory, equipment, supplies, and furniture);

(vi)            claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of taxes);

(vii)           franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies to the extent assignable or transferable;

(viii)          books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials; and

(ix)            subject to part (B) below, cash;

provided, however, that the Acquired Assets shall not include (A) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of the Sellers as corporations, (B) cash in an amount equal to the accrued but unpaid liabilities of the Sellers in excess of the Assumed Liabilities and the liabilities identified in the Promissory Note, or (C) any of the rights of the Sellers under this Agreement (or under any side agreement between the Sellers on the one hand and EMTA or Lumea on the other hand entered into on or after the date of this Agreement).

1.3            Assumption of Liabilities.   On and subject to the terms and conditions of this Agreement, at the Closing Lumea agrees to assume and become responsible for all of the liabilities of the Sellers set forth on Annex A in the aggregate amount of approximately Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) (the "Assumed Liabilities"). The parties will perform a post-closing internal audit of the Assumed Liabilities. Lumea hereby agrees to assume the Assumed Liabilities up to a gross amount of $2,500,000. No amount in excess of $2,500,000 will be deemed part of the Assumed Liabilities and the parties will agree to revise Annex A to allocate the total amount assumed. If the internal audit amount is $2,000,000 or less, the difference between $2,000,000 and the actual internal audited amount will be added to the principal amount of the Promissory Note (defined in Section 1.4(i0 below). Lumea will not assume or have any responsibility, however, with respect to any other obligation or liability of the Sellers not included within the definition of Assumed Liabilities.

1.4            Purchase Price.   As consideration for the sale of the Acquired Assets to Lumea, Lumea agrees to pay to Easy at the Closing

(i)             an aggregate of Fifteen Million Five Hundred Thousand (15,000,000) shares of common stock of EMTA (the "EMTA Shares"), and

(ii)            a promissory note in the aggregate principal amount of Eight Million Seven Hundred-Fifty Thousand Dollars ($8,750,000), in the form set forth on Annex B (the "Promissory Note"), subject to adjustment pursuant to Section 1.3 above.

Each of ESSI and Burton hereby acknowledge that consideration attributable to the Acquired Assets of ESS1 and Burton will be remitted to Easy.

1.5             Closing.   The closing of the transactions contemplated by this Agreement (the "Closing") will take place at the offices of Easy Staffing Services, Inc. at 10:00 a.m. on the third business day following the satisfaction or waiver of each of the closing conditions set forth in Article V (the "Closing Date"), other than those conditions that can only be satisfied on or as of the Closing Date, which must be satisfied or waived at or as of the Closing of this Agreement.

1.6             Allocation.   The Parties agree to allocate the purchase price (and all other capitalizable costs) among the Acquired Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Annex C.

Each of the Sellers severally represents and warrants to Lumea that the statements contained in this Article II are complete and correct as of the date of this Agreement except as set forth in the disclosure schedule delivered by Sellers to Lumea with this Agreement (the "Disclosure Schedule") where the sections below permit a disclosure:

2.1             Organization.   Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and authorized as a foreign corporation to do business in the states where it is doing business and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted in those jurisdictions, except where failure to be so qualified would not have a material adverse effect on the business, assets or financial condition of the relevant Seller taken as a whole ("Material Adverse Effect").

2.2             Authority.   Each Seller has all the requisite power, authority and legal capacity to execute and deliver this Agreement, and each other agreement, document, or instrument or certificate contemplated by the Agreement or to be executed by the relevant Seller in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the "Seller Documents"), and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Seller Documents will be at or prior to the Closing, duly and validly executed and delivered by the Sellers and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Sellers, enforceable against each in accordance with their respective obligations and terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

2.3             Ownership of Subsidiaries.   Easy owns all of the shares of ESSI and Burton free and clear of any and all liens, charges or encumbrances. Listed on Schedule 2.3 is the list of all aliases, doing business as (dba's), trademarks, and servicemark names Sellers own.

2.4             No Conflicts or Consents.   Except as set forth on Schedule 2.4, execution and delivery by the Sellers of this Agreement and the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Sellers with any of the provisions hereof or thereof will not (i) conflict with, violate, result in the breach or termination of, or constitute a default under any note, bond, mortgage, indenture, insurance policy, license, agreement or other instrument or obligation to which any Seller is a party or by which Sellers or any of the Acquired Assets are bound; (ii) violate any statute, rule, regulation, order or decree of any governmental body or authority by which the Sellers are bound; or (iii) result in the creation of any lien upon the Acquired Assets except, in case of clauses (ii) and (iii) for such violations, breaches or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth on Schedule 2.4, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of the Sellers in connection with the execution and delivery of this Agreement or the Seller Documents, or the compliance by the Sellers as the case may be, with any of the provisions hereof or thereof.

2.5             Title to Assets.   Except as set forth on Schedule 2.5, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Sellers have (or will have, at Closing) good and marketable title to the Acquired Assets, free and clear of all liens of any nature whatsoever, except (i) statutory liens securing payments not yet due (or being conducted in good faith and for which adequate reserves have been established), (ii) liens for personal property taxes not yet due and payable, (iii) such imperfections or irregularities of title or liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations. The Sellers do not own any real property. The Acquired Assets include all of the assets and properties held for use by the Sellers necessary to conduct their business as presently conducted. All of Sellers' tangible assets are in good repair, have been well maintained and are in good operating condition, do not require any material modifications or repairs, and comply in all material respects with applicable laws, ordinances and regulations, ordinary wear and tear excepted.

2.6             Financial Statements.   An unaudited and consolidated income statement of Sellers for the year ended December 31, 2008, and an unaudited and consolidated balance sheet of Sellers as of December 31, 2008, are attached hereto on Annex D, (collectively, the "Seller Financial Statements"). The Seller Financial Statements were not prepared in accordance with GAAP, but fairly present the financial condition and results of operations of the Sellers as of the respective dates thereof and for the periods covered thereby. The balance sheet contained in the Seller Financial Statements fairly reflects all liabilities of the Sellers of the types normally reflected in a balance sheet as of the date thereon. The Sellers have elected to eliminate the footnotes that would normally accompany a full set of financial statements.

2.7             Tax Matters.

(i)            Except for tax returns for the fiscal year ended December 31, 2008 (which returns are not yet due), and except as set forth on Schedule 2.7 of the Disclosure Schedules: (A) all tax returns required to be filed by or on behalf of the Sellers have been properly prepared and duly and timely filed with the appropriate taxing authorities in all jurisdictions in which such tax returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such tax returns were true, complete and correct in all material respects; (B) all taxes payable by or on behalf of the Sellers or in respect of their income, assets or operations have been fully and timely paid, and adequate reserves or accruals for taxes have been provided with respect to any period for which tax returns have not yet been filed or for which taxes are not yet due and owing; and (C) the Sellers have not executed or filed with the Internal Revenue Service (the "IRS") or any other taxing authority any agreement, waiver or other document or arrangement extending or having the effect of extending the period for assessment or collection of taxes (including, but not limited to, any applicable statute of limitation), and no power of attorney with respect to any tax matter is currently in force except for the Sellers' tax counsel. "Tax or taxes" means all federal, state, local, income taxes or similar governmental charges, fees, levies or assessments.

(ii)           Except as set forth on Schedule 2.7, each of the Sellers has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

2 _. 8             Litigation.   Except as set forth on Schedule 2.8, there is no suit, action, proceeding, investigation, claim or order pending or, to the knowledge of the Sellers, overtly threatened against the Sellers (or to the knowledge of the Sellers) pending or threatened, against any of the officers, directors or key employees of the Sellers with respect to their business activities on behalf of the Sellers, or to which the Sellers are otherwise a party, which, if adversely determined, would have a Material Adverse Effect, before any court, or before any governmental department, commission, board, agency, or instrumentality; nor to the knowledge of the Sellers is there any reasonable basis for any such action, proceeding, or investigation except as identified and detailed in a schedule provided by the Sellers.

2.9            Compliance with Laws.   Except as set forth on Schedule 2.9, the Sellers are in compliance with all federal, state and local statutes, laws, rules, regulations, orders and ordinances applicable to them or to the conduct of their business or operations or the use of their properties (including any leased properties) and assets, except for such non-compliances as would not, individually or in the aggregate, have a Material Adverse Effect.

 2.10           Accuracy of Statements.   No representation or warranty of the Sellers contained in this Agreement or in any Annex or schedule hereto or in any certificate or other instrument furnished by the Sellers pursuant to the terms hereof, taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

2.11          Trademarks; Software; Patents; Copyrights; and Know-How.   To the best of Sellers' knowledge, the Sellers possess, license or otherwise have the right to use all trademarks, software, patents, copyrights, trade secrets and proprietary know-how ("Intangible Assets") necessary for the conduct of their operations as conducted on the date hereof. To the best knowledge of Sellers, none of the Intangible Assets is currently being challenged, is involved in any pending or threatened administrative or judicial proceeding, or conflicts in any respect material to Sellers with any rights of any other person. To the knowledge of Sellers, none of the Sellers' operations involves any infringement of any proprietary right of any person.

2.12           Contracts.   True and complete copies of all written contracts and other written agreements to which any of the Sellers is a party have been made available for review, or will be made available for review upon Lumea's request prior to Closing.

2.13           Employee Plans.   Sellers have "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and other benefit arrangement provided by Sellers with respect to employees, ("Employee Benefit Plans"). The Sellers are in material compliance with such laws as govern ERISA and other benefit plans and have filed all applicable filings or caused such filings to be made on behalf of the Sellers. The Sellers are not aware of any notices, orders, or other limitations from any regulatory body in conjunction with these plans.

2.14          Property and Casualty Insurance.   Each Seller has property and casualty liability coverage on all assets of the relevant Seller. There are no pending claims thereunder of more than $5,000 of all insurance po