ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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RESOLVE STAFFING INC | TRUCKERS PLUS LEASING, INC

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Ohio Date: 8/24/2005
Law Firm: Taft, Stettinius & Hollister LLP

Exhibit 2.1

ASSET PURCHASE AGREEMENT

By and among

RESOLVE STAFFING, INC.,

TRUCKERS PLUS LEASING, INC.,

and

THE SHAREHOLDER

TRUCKERS PLUS LEASING, INC.,

As of August 15, 2005

<PAGE>

This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into

effective as of August 15, 2005, by and among (i) Resolve Staffing, Inc., a

Nevada corporation (the "Buyer"), (ii) Truckers Plus Leasing, Inc., a Tennessee

corporation (the "Seller"), and (iii) Benita Dillard, the holder of all of the

issued and outstanding common stock of the Seller (the "Stockholder").

Preliminary Statements

A. The Board of Directors of the Seller and the Stockholder deem it

advisable for their welfare and best interests that the Seller sell and the

Buyer purchase all of assets of Seller, upon the terms and subject to the

conditions hereinafter set forth.

B. Capitalized terms used herein but not defined herein shall have the

respective meanings given such terms in Article IX and elsewhere in this

Agreement.

Agreement

In consideration of the premises, mutual covenants and agreements contained

herein and the benefits to accrue to the parties hereto, and subject to the

satisfaction or waiver of the conditions contained herein, the parties hereto

hereby agree as follows:

ARTICLE I.

SALE AND PURCHASE OF ASSETS

Section 1.01 Assets to be Acquired. At the Closing, Seller shall sell,

convey, assign, transfer and deliver to Buyer, free and clear of any Liens, and

Buyer shall purchase, acquire, accept and pay for, all of Seller's right, title

and interest in and to all of the properties, assets and other rights (excluding

the Excluded Assets), personal or mixed, tangible or intangible, owned or leased

by or licensed to Seller on the Closing Date (collectively, the "Assets"),

including but not necessarily limited to the Assets set forth on Schedule 1.01.

The Assets shall include the following:

(a) All Seller's fixed assets, furniture, equipment, fixtures, and

software;

(b) All contracts, contract rights, agreements, commitments or other

arrangements for which Seller receives any benefit or to which Seller is a party

(collectively, the "Contracts");

Seller, including lists and electronic databases of Seller's temporary

employees;

(d) To the extent transferable under applicable law, all Seller's

franchises, approvals, permits, licenses, orders, registrations, certificates

and variances;

(e) All Proprietary Rights (as defined in Section 3.08 below);

<PAGE>

(f) Any and all non-compete agreements between Seller and any

employee or agent of Seller acting on behalf of Seller;

(g) All telephone, fax and e-mail numbers and addresses and

listings; and

(h) All rights, actions and claims against third parties arising out

of or related to other assets.

Section 1.02 Excluded Assets. Seller's accounts receivable as of August

12, 2005 (the "Excluded Assets") shall be excluded from the Assets and retained

by Seller.

Section 1.03 Assumption of Liabilities.

(a) Buyer hereby assumes such liabilities as are owed as of the

Closing Date by Seller to Employee Leasing Services, Inc., an Ohio corporation,

under that certain Client Service Agreement dated February 23, 2005 and such

other liabilities are associated with the Contracts (the "Assumed Liabilities").

(b) Buyer assumes no other liabilities of Seller except as

specifically set forth in this Agreement. In order to preserve for Buyer the

opportunity to maintain good relations with vendors, suppliers, trade creditors,

clients and employees of Seller, Seller agrees to pay or otherwise satisfy and

discharge in accordance with their terms all of the liabilities other than the

Assumed Liabilities that are owed to third parties. Seller may contest any such

liability or otherwise negotiate terms for the payment of such liabilities

provided such contest or negotiation shall not result in any Lien on any Asset

or materially or adversely interfere with Buyer's operations of the Assets

following the Closing.

Section 1.04 Purchase Price; Allocation of Purchase Price.

(a) Purchase Price. The purchase price (the "Purchase Price") shall

be as follows:

(i) $1, which Buyer shall pay at Closing in cash;

(ii) Buyer shall issue to each of the Stockholder and to Ken

Fuston ("Fuston") 50,000 shares of common stock, par value

$0.0001 per share, of Buyer (the "Shares"). The Shares shall

be deemed to be "restricted securities" as defined in Rule

144(a)(3) promulgated under the Securities Act of 1933 (the

"Securities Act"); and

(iii) Buyer shall assume such liabilities as are owed as of

the Closing Date by Seller to Employee Leasing Services, Inc.,

an Ohio corporation, under that certain Client Service

Agreement dated February 23, 2005.

(b) Allocation of Purchase Price. The Purchase Price shall be

allocated among the Assets as set forth on Exhibit A hereto. Within sixty (60)

days after the Closing, each party agrees to complete Internal Revenue Service

Form 8594, Asset Acquisition Statement under Section 1060, consistent with the

Purchase Price allocation. Buyer, Stockholder, and Seller hereby covenant and

agree that they will not take a position on any income tax return before any

Governmental Authority charged with the collection of any income tax or in any

judicial proceeding that is in any way inconsistent with the terms of this

Section 1.04.

<PAGE>

ARTICLE II.

CLOSING

Section 2.01 Closing. The closing of the transactions contemplated hereby

(the "Closing") shall be held at 1:00 p.m., Eastern Standard Time, on August 17,

2005 (the "Closing Date") at the offices of the Buyer at 3235 Omni Drive,

Cincinnati, OH 45245 or on such other date and/or at such other place as is

agreed to by the parties hereto. The date upon which the Closing occurs is

hereinafter referred to as the "Closing Date." The Closing shall be deemed

completed as of 11:59 p.m. Eastern Standard Time on and as of August 15, 2005

(the "Effective Date").

Section 2.02 Deliveries by Seller. At the Closing, Seller shall deliver to

Buyer:

(a) an executed bill of sale in the form of Exhibit B hereto (the

"Bill of Sale") and other instruments of transfer and conveyance reasonably

deemed necessary or appropriate by Buyer to convey the Assets to Buyer as of the

Effective Date, all in form and substance reasonable satisfactory to Buyer;

(b) an assignment and assumption agreement in the form of Exhibit C

(the "Assignment and Assumption Agreement") and other instruments deemed

necessary or appropriate by Buyer regarding the assignment and of all contracts

included in the Assets and the assumption of the Assumed Liabilities executed by

Seller;

complete and accurate as of the Closing, as to actions taken by Seller's

directors and the Stockholder approving the execution and delivery of this

Agreement and the consummation of the transactions contemplated hereby;

(d) a certificate of good standing of Seller issued by the Secretary

of State of Tennessee dated no more than 7 days before the Closing;

(e) employment agreements in the form of Exhibit D hereto (the

"Employment Agreement"), executed by the Stockholder and Fuston, respectively,

and Buyer; and

Section 2.03 Deliveries by Buyer. At the Closing, Buyer shall deliver to

the Seller:

(a) the payment described in Section 1.04(a)(i) as being required to

be paid by Buyer at the Closing;

(b) a certified copy of all necessary corporate action on behalf of

Buyer approving its execution, delivery and performance of this Agreement;

<PAGE>

2.02(b) hereof executed by Buyer;

(d) stock certificates representing the Shares; and

(e) the Employment Agreements referenced in Section 2.02(e) hereof,

executed by Buyer.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDER

Subject to the limitations of Section 6.04 hereof, the Seller and the

Stockholder, jointly and severally, represent and warrant to Buyer as of the

Closing Date as set forth in this Article:

Section 3.01 Corporate Existence and Qualification. Seller is a

corporation duly organized and validly existing under the laws of Tennessee, and

is not required to be qualified to do business as a foreign corporation in any

other jurisdiction where the failure to so qualify would have a Material Adverse

Effect. Seller has all requisite corporate power and authority to own its Assets

and carry on its business as presently conducted. The copies of the Articles of

Incorporation and Bylaws of Seller attached as Schedule 3.01 are complete and

reflect all amendments thereto through the date hereof.

Section 3.02 No Seller Defaults or Consents. Except as set forth on

Schedule 3.02, neither the execution and delivery of this Agreement nor the

carrying out of the transactions contemplated hereby will:

(a) violate or conflict with any of the terms, conditions or

provisions of the Articles of Incorporation or Bylaws of the Seller;

(b) violate any Legal Requirements applicable to the Seller;

on any of the Assets; or

(d) require the Stockholder or the Seller to obtain or make any

waiver, consent, action, approval or authorization of, or registration,

declaration, notice or filing with, any private non-governmental third party or

any Governmental Authority.

Section 3.03 No Proceedings. No suit, action or other proceeding is

pending or, to the Knowledge of the Stockholder, threatened before any

Governmental Authority seeking to restrain Seller or the Stockholder or prohibit

their entry into this Agreement or prohibit the Closing, or seeking damages

against Seller or its Assets, as a result of the consummation of the

transactions contemplated by this Agreement.

Section 3.04 Title to the Shares. Except for the Lien arising from that

certain Stock Pledge Agreement dated August 12, 2005 between the Stockholder and

ELS Human Resource Solutions, Inc., an Ohio corporation, as of the Closing Date

the Stockholder owns beneficially and of record, free and clear of any Lien,

option or other encumbrance, all of the issued and outstanding shares of stock

in Seller.

<PAGE>

Section 3.05 Employee Matters.

(a) Schedule 3.05 contains a complete and accurate list of the

names, titles and compensation of all employees of Seller (other than Seller's

temporary employees who are hired to be assigned to work for customers)

(collectively, the "Section 3.05 Employees"). In addition, Schedule 3.05

contains a complete and accurate description of any promised increases in

compensation of the Section 3.05 Employees that have not yet been effected.

Seller shall also specify in Schedule 3.05 whether any Section 3.05 Employee has

executed a non-competition or non-disclosure agreement with Seller, and Seller

shall attach to Schedule 3.05 copies of any such agreements.

(b) Attached hereto as part of Schedule 3.05 is a copy of each

written employment agreement entered into between Seller and its Section 3.05

Employees (the "Section 3.05 Employment Agreements").

material amendments have been made, whether by oral communication, pattern of

conduct or otherwise, with respect to the Section 3.05 Employment Agreements or

employee policies and procedures in effect.

(d) Seller (i) has been and is in material compliance with all laws,

rules, regulations and ordinances respecting employment and employment

practices, terms and conditions of employment and wages and hours, and (ii) is

not liable in any material amount for any arrears of wages or penalties for

failure to comply with any of the foregoing. Seller has not engaged in any

unfair labor practice or discriminated on the basis of race, color, religion,

sex, national origin, age or handicap in its employment conditions or practices.

There are no (A) unfair labor practice charges or complaints or racial, color,

religious, sex, national origin, race or handicap discrimination charges or

complaints pending or, to the knowledge of the Stockholder, threatened against

Seller before the National Labor Relations Board or any similar state or foreign

commission or agency or (B) existing or threatened material labor strikes,

disputes, grievances or controversies against Seller or any of its respective

employees.

(e) Seller is not and has not been a party to any agreement with any

union, labor organization or collective bargaining unit. No employee of Seller

is represented by any union, labor organization or collective bargaining unit.

To the Knowledge of Seller and the Stockholder, no remaining employees of Seller

have threatened to organize or join a union, labor organization or collective

bargaining unit.

(f)

(i) At Closing, Buyer shall have no legal obligation to assume

any obligations of Seller under any employment contract or other employment

relationship to which Seller is a party other than those expressly assumed by

Buyer under this Agreement. Except as otherwise stated in Section 3.05(f)(ii)

below, Buyer shall have no legal obligation to hire or employ any Section 3.05

Employees; however, if Buyer desires to hire any such Section 3.05 Employee,

Seller will take no action to interfere with Buyer's efforts to hire such

employee. Buyer shall have no obligation or liability to any Section 3.05

Employee who refuses, for any reason, any offer of employment made to such

employee by Buyer. Seller has paid in full, or will pay, to all employees of

Seller, in the normal course of its operations, all wages, salaries,

commissions, bonuses and other direct compensation for remuneration for all

services performed by them. Upon Closing and upon termination of the employment

of any of said employees by Seller, Buyer will not be liable to any of said

employees for severance pay, unused paid time off or any other payments.

<PAGE>

(ii) Buyer agrees to hire, for a transitional period to be

determined in Buyers sole discretion, the following employees of Seller: Mandy

Mullinix, Rebecca Wright, Debbie Taylor and Debbie Tramel. Such employees will

be employed by Buyer on substantially similar terms as they are currently

employed by Seller. Upon the termination of the transitional period, Buyer shall

have no further obligation to retain such employees. In the event that Buyer

chooses to terminate such employees upon the termination of the transitional

period, Buyer agrees to pay each such terminated employee one month's salary as

severance pay. However, in the event that Buyer offers such employees continued

employment with Buyer, whether or not in the same capacity as they have been

serving, and such employees refuse such offer, then Buyer may terminate such

employees and shall have no obligation to make any severance payment or extend

any other benefits after the effective date of the respective employee's

termination.

Section 3.06 Employee Benefit Matters.

(a) Schedule 3.06 contains a complete and accurate list of all

Employee Benefit Plans sponsored by Seller or an ERISA Affiliate or to which

Seller or an ERISA Affiliate contributes on behalf of its employees. No

unwritten amendment exists with respect to any Employee Benefit Plan. For

purposes of this Agreement an "Employee Benefit Plan" means each employee

benefit plan, as such term is defined in Section 3(3) of the Employee Retirement

Income Security Act of 1974, as amended ("ERISA") maintained by Seller or an

ERISA Affiliate; provided, however, that with respect to the representations and

warranties set forth in subsection (b) of this Section, "Employee Benefit Plan"

shall exclude any and all "multiemployer plans" within the meaning of Section

3(37) of ERISA. For purposes of this Agreement, an "ERISA Affiliate" means any

corporation who is a member of a controlled group of corporations (as defined in

Code ss.414(b)) that includes Seller, any trades or businesses (whether or not

incorporated) which are under common control (as defined in Code ss.414(c)) with

Seller, any entity that is a member of an affiliated service group (as defined

in Code ss.414(m)) that includes Seller, or any other entity that is an

arrangement described in Code ss.414(o) that include the Seller.

(b) Except as set forth on Schedule 3.06, each Employee Benefit Plan

has been administered and maintained in compliance with all laws, rules and

regulations. No Employee Benefit Plan is currently the subject of an audit,

investigation, enforcement action or other similar proceeding conducted by any

state or federal agency. No prohibited transaction (within the meaning of

Section 4975 of the Internal Revenue Code of 1986, as amended, and the

regulations promulgated thereunder (the "Code")) has occurred with respect to

any Employee Benefit Plan. No pending or, to the Knowledge of the Stockholder,

threatened, claims, suits or other proceedings exist with respect to any

Employee Benefit Plan other than normal benefit claims filed by participants or

beneficiaries. All contractual obligations relating to the Plans listed in

Schedule 3.06 are terminable by Seller with no more than 30 days notice and

without cause or penalty. All required contributions to, and premium payments on

account of, each Employee Benefit Plan have been made on a timely basis. The

consummation of the transactions contemplated under this Agreement will not, by

itself or together with any other event, increase the amount of or accelerate

the vesting or payment of any benefit under any Employee Benefit Plan or

Employment Agreement.

<PAGE>

contributed to or otherwise participated in, or has any liability or obligation

with respect to, any multiemployer plan within the meaning of Section 3(37) of

ERISA.

Section 3.07 Absence of Certain Changes. Except as set forth in Schedule

3.07, from July 1, 2005 to the date of this Agreement, Seller has not:

(a) suffered any Material Adverse Change, whether or not caused by

any deliberate act or omission of Seller or the Stockholder, in its condition

(financial or otherwise), operations, assets, liabilities or business;

(b) contracted for the purchase of any capital assets having a cost

in excess of $5,000 or paid any capital expenditures in excess of $5,000, except

in the ordinary course of business consistent with past practice;

any debt securities, except in the ordinary course of business consistent with

past practice which shall be satisfied at Closing;

(d) incurred or discharged any liabilities or obligations except in

the ordinary course of business consistent with past practice;

(e) paid any amount on any indebtedness prior to the due date,

forgiven or canceled any debts or claims or released or waived any rights or

claims, except in the ordinary course of business consistent with past practice;

(f) mortgaged, pledged or subjected to any security interest, Lien,

lease or other charge or encumbrance any of the Assets;

(g) suffered any damage or destruction to or loss of the Assets

(whether or not covered by insurance) that has materially adversely affected, or

could materially adversely affect, its business;

(h) acquired or disposed of any Assets except in the ordinary course

of business consistent with past practice;

(i) increased the compensation of any Section 3.05 Employee except

in accordance with Schedule 3.05;

<PAGE>

(j) made any payments to any person or entity except in the ordinary

course of business consistent with past practice or loaned any money to any

person or entity that is not reflected in Seller's financial statements as

disclosed to buyer;

(k) formed or acquired or disposed of any interest in any

corporation, partnership, joint venture or other entity;

(l) redeemed, purchased or otherwise acquired, or sold, granted or

otherwise disposed of, directly or indirectly, any of its capital stock or

securities or any rights to acquire such capital stock or securities, or agreed

to change the terms and conditions of any such rights or paid any dividends or

made any distribution to the holders of the Seller's capital stock;

(m) entered into or terminated any material agreement with any

person or group, or modified or amended in any material respect the terms of any

existing agreement except in the ordinary course of business consistent with

past practice;

(n) entered into, adopted or amended any Employee Benefit Plan;

(o) received any indication from any customer or supplier that it

intends to discontinue or change the terms of its relationship with Seller;

(p) materially changed its accounting methods; or

(q) entered into any agreement (written or oral) to do any of the

foregoing.

Section 3.08 Patents, Trade-marks, Service Marks and Copyrights.

(a) Seller owns all patents, trade-marks, service marks and

copyrights (collectively "Proprietary Rights"), if any, necessary to conduct its

business, or possesses adequate licenses or other rights (except for licenses

for the use of non-customized software), if any, therefor, without conflict with

the rights of others.

(b) Seller has the sole and exclusive right to use the Proprietary

Rights without infringing or violating the rights of any third parties. Use of

the Proprietary Rights does not require the consent of any other person and the

Proprietary Rights are freely transferable. No claim has been asserted by any

person to the ownership of or right to use any Proprietary Right or challenging

or questioning the validity or effectiveness of any license or agreement

constituting a part of any Proprietary Right. Each of the Proprietary Rights is

valid and subsisting, has not been canceled, abandoned or otherwise terminated

and, if applicable, has been duly issued or filed.

Section 3.09 Title to Assets; Condition of Assets.

(a) Seller owns no real property.

(b) Except as disclosed on Schedule 3.09, Seller has good and

marketable title to the Assets (other than those disposed of in the ordinary

course of business), free and clear of all Liens, except for Liens for taxes not

yet due and payable or being contested in good faith in appropriate proceedings.

All facilities, machinery, equipment, fixtures, vehicles and other properties

owned, leased or used by Seller are in good operating condition and repair,

normal wear and tear excepted, are adequate and sufficient for the business of

Seller and conform in all material respects with all applicable ordinances,

regulations and laws relating to their use and operation.

<PAGE>

interest in any of the Assets except for salary, and the Stockholder has no

financial interest in any transaction of Seller.

Section 3.10 Compliance with Laws. Seller has all material franchises,

Permits, licenses and other rights and privileges necessary to permit it to own

its Assets and to conduct its businesses as presently conducted. The business

and operations of Seller have been and are being conducted in all material

respects in accordance with all applicable laws, rules and regulations, and

Seller is not in violation of any judgment, law or regulation except where any

such violation could not reasonably be expected to have a Material Adverse

Effect. Seller has not received any notice from any Governmental Authority or

any other person or entity regarding any actual, alleged or potential violation

or failure to comply with any Legal Requirement. Schedule 3.10 contains a

complete and accurate list of all Permits, licenses, and registrations held by

Seller or related to Seller's Driver Leasing Business

Section 3.11 Litigation; Default. There are no claims, actions, suits,

investigations or proceedings against Seller pending or, to the Knowledge of

Seller or the Stockholder, threatened in any court or before or by any

Governmental Authority, or before any arbitrator, other than worker's

compensation claims that are covered by Seller's workers compensation insurance.

Section 3.12 Customers. Except as otherwise set forth in Schedule 3.12,

since August 1, 2005, there has been no Material Adverse Change in the business

relationship of Seller with any customer. No customer has terminated or

materially altered, or notified Seller in writing of any intention to terminate

or materially alter, its relationship with Seller.

Section 3.13 Other Transactions. Except as contemplated by this Agreement,

neither Seller nor the Stockholder has entered into any agreement or arrangement

and there are no pending offers or discussions concerning or providing for the

merger or consolidation of Seller, the sale of all or any substantial portion of

its Assets, the sale by the Stockholder of any securities of Seller or any

similar transaction affecting Seller or the Stockholder.

Section 3.14 Financial Statements. Attached as Schedule 3.14 are true,

correct, and complete copies of the Company's (i) un-audited income statement

and balance sheet for the fiscal year ended December 31, 2004, (ii) un-audited

balance sheet as of August 15, 2005 and (iii) un-audited income statement and

balance sheet as of and for the three months ended August 15, 2005 (the "Balance

Sheet Date"). All of such statements (collectively the "Company Financial

Statements") (i) have been prepared consistently with past practices and from

the books and records of the Company, and (ii) present fairly the financial

condition of the Company and its results of operations as at and for the

respective periods then ended.

<PAGE>

Section 3.15 Tax Matters.

(a) Except as set forth in Schedule 3.15 hereto:

(i) Seller has timely filed all federal income Tax Returns,

and all other material Tax Returns which it is required to file under applicable

laws and regulations;

(ii) all such Tax Returns are true and accurate in all

material respects;

(iii) Seller has withheld and paid over to the appropriate

taxing authority all Taxes which it is required to withhold from amounts paid or

owing to any employee, the Stockholder, creditor or other third party;

(iv) Seller currently is not the beneficiary of any extension

of time within which to file any Tax Return.

(b) To the Knowledge of Seller or the Stockholder, Seller has not

received notice of a claim by a taxing authority in a jurisdiction where Seller

does not file Tax Returns that Seller is or may be subject to taxation by that

jurisdiction.

or administrative or judicial proceedings pending or being conducted with

respect to Seller;

(ii) no information related to Tax matters has been requested

by any foreign, federal, state or local taxing authority and no written notice

indicating an intent to open an audit or other review has been received by

Seller from any foreign, federal, state or local taxing authority; and

(iii) there are no material unresolved claims concerning

Seller's Tax liability.

(d) Seller is an S corporation as defined in Code Section 1361, and

Seller is not and has not been subject to either the built-in gains tax under

Code Section 1374 or the passive income tax under Code Section 1375.

Section 3.16 Authority to Execute and Perform Agreement. (a) The

Stockholder has the full legal right and power and all authority and approval

required to enter into, execute and deliver this Agreement and each other

agreement to which the Stockholder is a party and to perform fully the

Stockholder's obligations hereunder and thereunder. This Agreement and each

other agreement to which the Stockholder is a party has been duly executed and

delivered by the Stockholder and is a valid and binding obligation of the

Stockholder enforceable in accordance with its terms, except as such

enforceability may be limited by any applicable bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting the enforcement of

creditors' rights generally, and except as the availability of equity remedies

may be limited by the application of general principles of equity (regardless of

whether such equitable principles are applied in a proceeding at law or in

equity). The execution and delivery by the Stockholder of this Agreement and

each other agreement to which the Stockholder is a party and the performance by

the Stockholder of this Agreement and each other agreement to which the

Stockholder is a party in accordance with their terms and conditions will not

(i) require the approval or consent of any foreign, federal, state, county,

local or other governmental or regulatory body or the approval or consent of any

other person; or (ii) conflict with or result in any breach or violation of any

of the terms and conditions of, or constitute (or with notice or lapse of time

or both constitute) a default under, any statute, regulation, order, judgment or

decree applicable to the Stockholder or to the shares of stock held by the

Stockholder, or any instrument, contract or other agreement to which the

Stockholder is a party or by or to which the Stockholder is or the shares of

stock held by the Stockholder are bound or subject.

<PAGE>

(b) Seller has the full corporate right and power and all authority

and approval required to enter into, execute and deliver this Agreement and to

perform fully such Seller's obligations hereunder. This Agreement has been duly

executed and delivered by Seller and is a valid and binding obligation of Seller

enforceable in accordance with its terms, except as such enforceability may be

limited by any applicable bankruptcy, insolvency, reorganization, moratorium or

other similar laws affecting the enforcement of creditors' rights generally, and

except as the availability of equity remedies may be limited by the application

of general principles of equity (regardless of whether such equitable principles

are applied in a proceeding at law or in equity). The execution and delivery by

Seller of this Agreement and the performance by Seller of this Agreement in

accordance with its terms and conditions will not (i) require the approval or

consent of any foreign, federal, state, county, local or other governmental or

regulatory body or the approval or consent of any other person; or (ii) conflict

with or result in any breach or violation of any of the terms and conditions of,

or constitute (or with notice or lapse of time or both constitute) a default

under, any statute, regulation, order, judgment or decree applicable to Seller

or any instrument, contract or other agreement to which Seller is a party or by

or to which Seller is bound or subject.

Section 3.17 No Stockholder Defaults or Consents. The execution and

delivery of this Agreement by the Stockholder and the performance by the

Stockholder of her obligations hereunder will not violate any provision of law

or any judgment, award or decree or any indenture, agreement or other instrument

to which the Stockholder is a party.

Section 3.18 Contracts. Except as set forth in Schedule 3.09, the

Stockholder has no, nor may she acquire any rights under, any contract or

agreement that relates to Seller's business or any of the Assets. Each Contract

and other agreement to which Seller is a party is in full force and effect,

valid and enforceable in accordance with its terms. To the Knowledge of Seller

or the Stockholder, Seller is in compliance in all material respects with the

terms of all Contracts and no event has occurred that (with or without notice or

lapse of time) may contravene, conflict with or result in a breach of any

Contract.

Section 3.19 Securities Matters. Each of the Stockholder and Fuston

represents and warrants to Buyer that, with respect to the Shares to be issued

pursuant to Section 1.04(a)(ii) above:

(a) The Shares will be acquired by the Stockholder and Fuston for

his or her own account, not as a nominee or agent, for investment and without a

view to resale or other distribution within the meaning of the Securities Act,

and neither the Stockholder nor Fuston shall distribute or transfer any of the

Shares in violation of the Securities Act;

<PAGE>

(b) Neither the Stockholder nor Fuston has any agreement,

arrangement or understanding for transfer of any of the Shares or any interest

therein;

Shares to be issued pursuant to Section 1.04(a)(ii) above are "restricted

securities" under the Securities Act, are not registered under the Securities

Act and must be held indefinitely by the Stockholder and Fuston unless the

Shares are subsequently registered under the Securities Act or an exemption from

registration is available, (ii) is aware that any routine sales of the Shares

made under Rule 144 of the Securities and Exchange Commission under the

Securities Act may be made only in limited amounts and in accordance with the

terms and conditions of that Rule and that in such cases where the Rule is not

applicable, registration or compliance with some other registration exemption

will be required, (iii) is aware that Rule 144 is not now and for a period of at

least one year following the Closing Date, if not more, will not be, available

for use by the Stockholder or Fuston for resale of the Shares, and (iv) is aware

that Buyer is not obligated to register any sale, transfer or other disposition

of the Shares;

(d) Each of the Stockholder and Fuston is aware that no market may

exist for resale of the Shares;

(e) Each of the Stockholder and Fuston (i) has been given or had

access to sufficient information regarding Buyer and have such knowledge and

experience in financial and business matters, or has the advice or

representation of a person having such knowledge and experience, to be able to

evaluate the merits and risks of an investment in the Shares, (ii) understands

the nature of the investment in the Shares and is able to bear the economic risk

of the investment in the Shares, which may include a total loss of his or her

investment, and is able to hold the same for purposes of investment despite such

risk, and (iii) is familiar with the business and financial matters of Buyer;

and

(f) Each of the Stockholder and Fuston acknowledges and agrees that

the certificates representing the Shares issuable to the Stockholder and Fuston

will contain a restrictive legend noting the restrictions on transfer described

in this Section and under federal and applicable state securities laws, and that

appropriate "stop-transfer" instructions will be given to Buyer's stock transfer

agent.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Stockholder and Seller as of the Closing

Date that:

Section 4.01 Corporate Existence and Qualification; Corporate Documents.

Buyer is a corporation duly organized, validly existing and in good standing

under the laws of the State of Nevada, and is not required to be qualified to do

business as a foreign corporation in any other jurisdiction where the failure to

so qualify would have a material adverse effect on Buyer. Buyer has all required

corporate power and authority to own its properties and to carry on its business

as presently conducted.

<PAGE>

Section 4.02 Authority, Approval and Enforceability. This Agreement has

been duly executed and delivered by Buyer and Buyer has all requisite corporate

power and legal authority to execute and deliver this Agreement, to consummate

the transactions contemplated hereby, and to perform its obligations hereunder.

This Agreement will constitute the legal, valid and binding obligation of Buyer,

enforceable in accordance with its terms, except as such enforceability may be

limited by any applicable bankruptcy, insolvency, reorganization, moratorium or

other similar laws affecting the enforcement of creditors' rights generally, and

except as the availability of equity remedies may be limited by the application

of general principles of equity (regardless of whether such equitable principles

are applied in a proceeding at law or in equity).

Section 4.03 No Defaults or Consents. Neither the execution and delivery

of this Agreement nor the carrying out of the transactions contemplated hereby

will:

(a) violate or conflict with any of the terms, conditions or

provisions of the Articles of Incorporation or Bylaws of Buyer;

(b) violate any Legal Requirements applicable to Buyer;

on the membership interests or any Property of Buyer; or

(d) require Buyer to obtain or make any waiver, consent, action,

approval or authorization of, or registration, declaration, notice or filing

with, any private non-governmental third party or any Governmental Authority

Section 4.04 No Proceedings. No suit, action or other proceeding is

pending or, to the Knowledge of the Buyer, threatened before any Governmental

Authority seeking to restrain Buyer or prohibit its entry into this Agreement or

prohibit the Closing, or seeking damages against Buyer or its Properties, as a

result of the consummation of the transaction contemplated by this Agreement.

ARTICLE V.

SURVIVAL

Section 5.01 Survival of Representations and Warranties. Notwithstanding

any right of any party hereto fully to investigate the affairs of any other

party hereto and notwithstanding any knowledge of facts determined or

determinable by any party hereto pursuant to such investigation or right of

investigation, each of Buyer, on the one hand, and Seller and Stockholder, on

the other hand, has the right to rely fully upon the representations,

warranties, covenants and agreements of Buyer and Seller and the Stockholder, as

the case may be, contained in this Agreement, or in any certificate delivered

pursuant to any of the foregoing; provided, that no party hereto shall be

entitled to rely on any representation or warranty made by any other party

hereto herein to the extent that such party has actual knowledge that such

representation or warranty is untrue or incorrect in any material respect. All

such representations and warranties shall survive the execution and delivery of

this Agreement and the Closing hereunder, and, except a

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