MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is dated the day of September 27, 2006, by and among SECURED FINANCIAL NETWORK, INC. , a Nevada corporation (the “Buyer”), and VIRTUAL PAYMENT SOLUTIONS, LLC, a Nevada Limited Liability Corporation (hereinafter referred to singularly and collectively as “VPS”/ “Seller”).

WHEREAS , Seller desires to sell, and Buyer desires to purchase, all of the issued and outstanding units of membership interest of VPS, LLC., a Nevada limited liability corporation (the “Company”) for the consideration and upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the premises, the provisions and the respective agreements hereinafter set forth, the parties hereto hereby agree as follows:

1.   Purchase and Sale of Stock . 

1.1   Agreement to Purchase and Sell . 

Upon the terms and subject to the conditions set forth in this Agreement and upon the representations and warranties made herein by each of the parties to the other, on the Closing Date (as such term is hereinafter defined), Seller shall sell, grant, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the issued and outstanding units of membership interest of the Company (the "Company Interest"). The exact number of Company Interest Units to be sold by Seller hereunder is (100) common units, $25,000 par value per membership unit.

1.2   Purchase Price . 

Upon the terms and subject to the conditions set forth in this Agreement, in reliance upon the representations, warranties, covenants and agreements of Seller contained herein, and in exchange for the Company Interest, Buyer agrees to pay to Seller a purchase price (the “Purchase Price”) of (i) Four Hundred Thousand Dollars ($400,000.00), (ii) 5 million shares of Common Stock of Buyer (SFNL), (iii) 2 million shares of Preferred Stock with a conversion value at $1 per share into Common Stock upon the sale of the Company or after 12 months from closing.

1.3   Payment of Purchase Price . 

The Purchase Price shall be payable as follows: (i) by wire transfer of $150,000 Dollars at closing, $150,000 payment on or before 10 business days from closing, $100,000 on or before October 26, 2006, issuance of 5 million Common shares of Buyer Stock, and issuance of 2 million shares of Preferred Stock of buyer within 30 business days of closing. Preferred shares will pay a 7% dividend and the shares will be convertible at $1 per share into Common Stock of Company.

1.3 a HEB, LLC shall receive 20% of the Gross Income generated by clients it brings to Company with a maximum payment of $1.5 million in cash royalties.

1.4   Closing . 

The closing of the purchase and sale of the Company Interest provided herein (the "Closing") will be at the office of Seller at 790 E. Broward Blvd., Ft. Lauderdale, Florida 33301 on September , 2006. Such date and time of Closing is herein referred to as the "Closing Date."

Seller represents and warrants to Buyer as follows:

2.1   Existence and Good Standing . 

The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of Florida.

2.2   Corporate Authority . 

The Company has all requisite corporate power and authority to carry on its business as now conducted.

2.3   Compliance with Law . 

The Company is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which the Company is a party or is subject, and the Company is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject. The Company has obtained all licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

2.4   Validity and Effect of Agreements . 

This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto will constitute, the valid and legally binding obligations of Seller enforceable in accordance with their terms, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generally and except that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefore may be brought.

2.5   No Required Consents or Defaults . 

The execution and delivery of this Agreement by Seller does not and the consummation of the transactions contemplated hereby will not (i) require the consent of any person not a party to this Agreement, (ii) result in the breach of any term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any part of the property of the Company pursuant to any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien, or other agreement or instrument to which Seller or the Company is a party or by which any of them is bound, or violate or conflict with any provision of the by-laws or articles/certificate of incorporation of the Company as amended to the date of this Agreement.

2.6   Affiliated Entities . 

The Company does not own, directly or indirectly, any interest in any corporation, business trust, joint stock company, partnership or other business organization or association.

The Company has authorized membership interest consisting solely of (100) membership units, $25,000 par value per unit, of which (100) units are presently issued and outstanding. Except for rights granted pursuant to this Agreement, there are no outstanding rights, warrants, options, subscriptions, agreements or commitments giving anyone any right to require the Company to sell or issue, or the Seller to sell, any capital stock or other securities of the Company.

2.8   Jurisdictions . 

Schedule 2.8 contains a list of all jurisdictions in which the Company is presently licensed or qualified to do business. The Company has complied in all material respects with all applicable laws of each such jurisdiction and all applicable rules and regulations of each regulatory agency therein. The Company has not been denied admission to conduct any type of business in any jurisdiction in which it is not presently admitted as set forth in such Schedule 2.8, has not had its license or qualifications to conduct business in any jurisdiction revoked or suspended, and has not been involved in any proceeding to revoke or suspend a license or qualification.

2.9   Records . 

The corporate minute books of the Company to be delivered to Buyer within 7 days of Closing shall contain true and complete copies of the articles of incorporation, as amended to the Closing Date, bylaws, as amended to the Closing Date, and the minutes of all meetings of directors and shareholders and certificates reflecting all actions taken by the directors or shareholders without a meeting, from the date of incorporation of the Company to the Closing Date.

2.10   Officers and Directors . 

The officers and directors of the Company are as set forth in Schedule 2.10.

2.11   Financial Statements . 

Seller has furnished to Buyer (i) a compiled balance sheet and related statement of income as of the end of the last fiscal year (the "Compiled Balance Sheet"), and (ii) an unaudited balance sheet and related statement of income as of June 30, 2006 (the "Unaudited Balance Sheet") (collectively the "Financial Statements"). The Compiled Balance Sheet and the Unaudited Balance Sheet are hereinafter collectively referred to as the "Balance Sheets." The Financial Statements fully and fairly set forth the financial condition of the Company as of the dates indicated, and the results of its operations for the periods indicated, in accordance with GAAP consistently applied, except as otherwise stated therein and in the related reports of independent accountants.

2.12   Undisclosed Liabilities . 

The Company has no liabilities or obligations whatsoever, whether accrued, absolute, contingent or otherwise, which are not reflected or provided for in the Financial Statements except (i) accounts payable and accrued expenses arising after the date of the Unaudited Balance Sheet which were incurred in the ordinary course of business, in each case in normal amounts and none of which is materially adverse, and (ii) liabilities as and to the extent specifically described in Schedule 2.12.

2.13   Absence of Certain Changes or Events Since the Date of the Unaudited Balance Sheet . 

Since the date of the Unaudited Balance Sheet, the Company has not:

(A)   incurred any liability whatsoever, whether accrued, absolute, contingent or otherwise, except those liabilities and obligations referred to in Section 2.12 above, and except in connection with this Agreement and the transactions contemplated hereby;

(B)   discharged or satisfied any lien, security interest or encumbrance or paid any obligation or liability (fixed or contingent), other than in the ordinary course of business and consistent with past practice;

(C)   mortgaged, pledged or subjected to any lien, security interest or other encumbrance any of its assets or properties;

(D)   transferred, leased or otherwise disposed of any of its assets or properties except for a fair consideration in the ordinary course of business and consistent with past practice or, except in the ordinary course of business and consistent with past practice, acquired any assets or properties;

(E)   canceled or compromised any debt or claim, except in the ordinary course of business and consistent with past practice;

(F)   waived or released any rights of material value;

(G)   except pursuant to those contracts listed on Schedules 2.18 and 2.19 hereto, transferred or granted any rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade names, service marks or copyrights or with respect to any know-how;

(H)   made or granted any wage or salary increase applicable to any group or classification of employees generally, entered into any employment contract with, or made any loan to, or entered into any material transaction of any other nature with, any officer or employee of the Company;

(I)   entered into any transaction, contract or commitment, except (i) contracts listed on Schedules 2.18 and 2.19 hereto and (ii) this Agreement and the transactions contemplated hereby;

(J)   suffered any casualty loss or damage (whether or not such loss or damage shall have been covered by insurance) which affects in any material respect its ability to conduct business, or suffered any casualty loss or damage in excess of $25,000.00 and which is not covered by insurance; or

(K)   declared any dividends or bonuses, or authorized or affected any amendment or restatement of the articles of incorporation or by-laws of the Company or taken any steps looking toward the dissolution or liquidation of the Company.

Between the date of this Agreement and the Closing, the Company will not, without prior written notice to Buyer, do any of the things listed in sub-paragraphs (A) through (K) above.

2.14   Taxes . 

The Company (i) has duly and timely filed or caused to be filed all federal, state, local and foreign tax returns (including, without limitation, consolidated and/or combined tax returns) required to be filed by it prior to the date of this Agreement which relate to the Company or with respect to which the Company or the assets or properties of the Company are liable or otherwise in any way subject, (ii) has paid or fully accrued for all taxes shown to be due and payable on such returns (which taxes are all the taxes due and payable under the laws and regulations pursuant to which such returns were filed), and (iii) has properly accrued for all such taxes accrued in respect of the Company or the assets and properties of the Company for periods subsequent to the periods covered by such returns. No deficiency in payment of taxes for any period has been asserted by any taxing body and remains unsettled at the date of this Agreement. Copies of all federal, state, local and foreign tax returns of the Company have been made available for inspection by Buyer.

2.15   Title to Company Interest . 

The Company Interest are duly authorized, validly issued, fully paid and nonassessable and are owned by Seller free and clear of all liens, encumbrances, charges, assessments and adverse claims. The Company Interest are subject to no restrictions with respect to transferability to Buyer in accordance with the terms of this Agreement. Upon transfer of the Company Interest by Seller, Buyer will, as a result, receive good and marketable title to all of the Company Interest, free and clear of all security interests, liens, encumbrances, charges, assessments, restrictions and adverse claims.

2.16   Title to Property and Assets . 

The Company has good and marketable title to all of the properties and assets reflected in the Balance Sheets and the Business Property Rights (as defined in Section 2.20). None of such properties or assets is, except as disclosed in said Balance Sheets or the Schedules hereto, subject to a contract of sale not in the ordinary course of business, or subject to security interests, mortgages, encumbrances, liens or charges of any kind or character.

2.17   Condition of Personal Property . 

All tangible personal property, equipment, fixtures and inventories included within the assets of the Company are in good, merchantable or in reasonably repairable condition and are suitable for the purposes for which they are used. No value in excess of applicable reserves has been given to any inventory with respect to obsolete or discontinued products. To the best of the Company’s knowledge, all of the inventories and equipment, including equipment leased to others, are well maintained and in good operating condition. N/A there is no personal property, equipment, fixtures, or inventory held by VPS, LLC

2.18   Real Estate and Leases . 

Schedule 2.18 contains a list of all real property owned by the Company or in which the Company has a leasehold or other interest (whether as landlord, tenant or otherwise) and of any lien, charge or encumbrance thereupon. Such Schedule also contains a substantially accurate description identifying all such real property and the significant rental terms (including rents, termination dates and renewal conditions). N/A There is no real property owned by VPS, LLC

2.19   List of Contracts and Other Data . 

Schedule 2.19 sets forth the following:

(A)   (i) all computer software, patents and registrations for trademarks, trade names, service marks and copyrights which are unexpired as of the date of this Agreement and which are owned by the Company, as well as all applications pending on said date for patents or for trademark, trade name, service mark or copyright registrations, and all other proprietary rights, owned or held by the Company, and (ii) all licenses granted by or to the Company and all other agreements to which the Company is a party and which relate, in whole or in part, to any items of the categories mentioned in sub-paragraph (A) above or to other proprietary rights of the Company which are reasonably necessary to, or used in connection with, the business of the Company;

(B)   all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, profit-sharing plans, deferred compensation agreements, employee pension or retirement plans, employee stock purchase and stock option plans, group life insurance, hospitalization insurance or other plans or arrangements providing for benefits to employees of the Company;

(C)   all contracts, understandings and commitments (including, without limitation, mortgages, indentures and loan agreements) to which the Company is a party, or to which it or any of its assets or properties are subject and which are not specifically referred to in sub-paragraphs (A) or (B) above or in Schedule 2.18 hereof;

(D)   the names and current annual compensation rates of all employees of the Company; and

(E)   all customer backlog which is represented by firm purchase orders, identifying the customers, products and purchase prices.

True and complete copies of all documents and complete descriptions of all oral understandings, if any, referred to in Schedules 2.18 and 2.19 have been provided or made available to Buyer and its counsel.

2.20   Business Property Rights . 

The property referred to in Section 2.19(A) above, together with (i) all designs, methods, inventions and know-how related thereto and (ii) all trademarks, trade names, service marks, and copyrights claimed or used by the Company which have not been registered (collectively "Business Property Rights"), constitute all such proprietary rights owned or held by the Company. The Company owns or has valid rights to use all such Business Property Rights without, to the best of Seller’s knowledge, conflict with the rights of others. Except as set forth in Schedule 2.23 hereto, no person or corporation has made or, to the knowledge of Seller or the Company, threatened to make any claims that the operation of the business of the Company is in violation of or infringes any Business Property Rights or any other proprietary or trade rights of any third party. To the knowledge of Seller or the Company, no third party is in violation of or is infringing upon any Business Property Rights.

2.21   No Breach or Default . 

The Company is not in default under any contract to which it is a party or by which it is bound, nor has any event occurred which, after the giving of notice or the passage of time or both, would constitute a default under any such contract. Seller has no reason to believe that the parties to such contracts will not fulfill their obligations under such contracts in all material respects or are threatened with insolvency.

2.22   Labor Controversies . 

The Company is not a party to any collective bargaining agreement. There are not any controversies between the Company and any of its employees which might reasonably be expected to materially adversely affect the conduct of its business, or any unresolved labor union grievances or unfair labor practice or labor arbitration proceedings pending or threatened relating to its business, and there are not any organizational efforts presently being made or threatened involving any of the Company's employees. The Company has not received notice of any claim that the Company has not complied with any laws relating to the employment of labor, including any provisions thereof relating to wages, hours, collective bargaining, the payment of social security and similar taxes, equal employment opportunity, employment discrimination and employment safety, or that the Company is liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. N/A There are no labor controversies or current employees of VPS, LLC

2.23   Litigation . 

Except as set forth in Schedule 2.23, there are no actions, suits or proceedings with respect to the Company involving claims by or against Seller or the Company which are pending or threatened against Seller or the Company, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality. No basis for any action, suit or proceeding exists, and there are no orders, judgments, injunctions or decrees of any court or governmental agency with respect to which Seller or the Company has been named or to which Seller or the Company is a party, which apply, in whole or in part, to the business of the Company, or to any of the assets or properties of the Company or the Company Interest or which would result in any material adverse change in the business or prospects of the Company.