AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of June 2, 2008 (the "Effective Date"), is made by and among TEAM Nation Holdings, Inc., a Nevada corporation ("Buyer") and David Kayton, an individual ("Seller"), the owner of a total of two hundred thirty eight and seventy-five one/hundredths (238.75) shares, which represents approximately ninety-five and fifty one/hundredths percent (95.5%) of the outstanding and issued shares of First Southwestern Title Company of California, a California corporation (the "Company", of which Buyer is acquiring two hundred twelve and fifty one/hundredths (212.50) shares (the “Stock”), which represents eighty-five percent (85%) of the total outstanding and issued shares of the Company.

The Seller holds and owns, or as of a date that is at least thirty (30) days prior to the Closing Date, as herein defined, will hold and own the Stock, free and clear of all liens, encumbrances, charges, assessments and adverse claims of any kind whatsoever other than Permitted Encumbrances.  The Seller desires to sell and transfer, and the Buyer desires to purchase and acquire, the Stock for the consideration, and upon the terms and subject to the conditions set forth in this Agreement and the related documents to be executed and delivered in connection herewith (the "Transaction").

This Agreement supersedes and replaces in its entirety that certain Stock Purchase Agreement dated June 2, 2008 (the “Original Agreement”), by and between Buyer and Seller, such that, after the date hereof, the Original Agreement shall have no further force of effect.

NOW, THEREFORE, in consideration of the mutual covenants, promises and undertakings set forth in this Agreement, the parties, intending to be legally bound, hereby agree as follows:

Section 1.1 Definitions . The following terms shall have the indicated meanings unless the context requires otherwise:

"Business Day" means any day other than a day, which is a Saturday, Sunday or banking holiday in the State of California.

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" means the common stock, no par value per share, of the Company.

"Company" means First Southwestern Title Company of California, a California corporation.

"Company Stock" means all of the issued and outstanding Common Stock and any other issued and outstanding securities of the Company.

"Employee" means any Person employed by the Company in its business and set forth on the Schedule to Section 3.1(n) hereto.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"GAAP" means generally accepted United States accounting principles, as in effect on the date hereof, applied on a basis consistent with prior periods.

"Governmental Authority" means any foreign, United States federal, state or local government, political subdivision or governmental or regulatory authority, agency, board, bureau, commission, instrumentality or court or quasi-governmental authority.

"Interim Financial Statements" means monthly balance sheets and income statements for the Company prepared in accordance with GAAP, without footnotes, consistently applied by the Company with respect to prior periods, furnished by the Seller to the Buyer within ten (10) Business Days after the close of each calendar month after the date of this Agreement and prior to Closing.

"Knowledge" means the actual knowledge of David Kayton and any other fact or circumstance that has come to the attention of David Kayton.

"Permitted Encumbrances" means applicable laws, rules and regulations, including applicable federal and state securities laws and those promulgated by the California Department of Insurance.

"Person" means an individual, corporation, partnership, Limited Liability Company, joint venture, trust, or unincorporated organization, or any Governmental Authority.

“Side Letter” means any letter executed mutually by the parties amending or explaining a term or condition herein provided or adding a term or condition to the agreement as described in section 9.7 and shown in Exhibit E attached hereto and incorporated by reference.

"Tax or Taxes" means any tax imposed by a Governmental Authority, including net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, franchise, capital, paid up capital, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty, transfer, documentary or other tax, governmental fee or other like assessment or charge of any kind whatsoever, any information reporting or back-up withholding obligation, liability or penalty, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax.

"Tax Returns" means all returns, reports, declarations, claims for refund, information returns or statements required to be filed with respect to Taxes.

"TEAM Advances, Notes and Guarantees" means those advances to Company and Seller made pursuant to section 2.10 and 2.11 of the Original Agreement for operations and earnings advances at the discretion of Buyer, along with the notes and guarantees described therein securing the Buyer’s advances to Company and Seller, all as shown on Exhibit B attached hereto and made a part hereof.

Section 2.1 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 defined in Section 2.5), the Seller shall sell, grant, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, the Stock, free of all liens, encumbrances, charges, assessments and adverse claims ("Encumbrances")   of any kind whatsoever other than the Permitted Encumbrances.  The Stock constitutes eighty-five percent (85%) of the issued and outstanding shares of Common Stock of the Company.  Seller, as an individual, owns the balance of the Common Stock of the Company.

Section 2.2 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 the Seller contained herein, and in exchange for the Buyer, the Buyer agrees to deliver to the Seller the sum of One Dollar ($1.00) plus   the assumption of certain debts and obligations, as provided for herein, and as set forth on Exhibit A, attached hereto (the "Company Liabilities") (collectively, the " Purchase Price ").     In that regard, Seller and Company agree and represent and warrant as an additional condition to Buyer's obligations to Close, that the Company Liabilities shall not exceed the gross aggregate sum of One Million, Two Hundred Thousand Dollars ($1,200,000.00) and shall constitute primarily "trade payables" and "vendor payables and claims" and shall not include any debts, obligations, leases, mortgages, obligations or notes to any existing or prior shareholders, officers or directors, including but not limited to David Kayton, Mrs. Sandra B. Kayton, Mr. Mark Dilbeck, Re/Max Realtors or any entity related or associated with the Company, person or entity related thereto, except as specifically agreed to by Buyer, in writing, prior to the Closing Date.  Further, Seller and Company agree and represent and warrant as an additional condition to Buyer's obligations to Close that, during the Due Diligence Period described in Section 2.9 below, the Buyer shall have the right to enter into mitigation, negotiation, and settlement discussions directly with the owners of the Company Liabilities in order to enter into manageable workout arrangements, principal and debt reductions, and settlements(the “ Negotiated Company Liabilities ”), which shall be reflected by a Side Letter and described in Section 9.7 and shown on Exhibit E and incorporated herein at Closing.  Seller and Company agree and represent and warrant as an additional condition to Buyer's obligations to Close that the Negotiated Company Liabilities shall not exceed the gross aggregate sum of Five Hundred Thousand Dollars ($500,000.00) at the  Closing. The Company Liabilities and Negotiated Company Liabilities specifically exclude the TEAM Advances, Note and Guarantees described in Section 2.3, which shall remain obligations of Company post-Closing.

Section 2.3 TEAM Advances, Notes and Guarantees .

Upon the terms and subject to the conditions set forth in the Original Agreement, the Buyer made advances to the Company and the Seller, secured by Notes and Guarantees by Company and Seller, and the stock of Seller in Company, all as described in section 2.10 and 2.11 of the Original Agreement and as described on Exhibit B attached hereto and made a part hereof (collectively, the TEAM Advances, Notes and Guarantees”).  As of the effective date hereof, the total obligation to TEAM is Six Hundred Seventy Seven Thousand Six Hundred and Seventy Five Dollars ($667,675.00).  Concurrently with the execution of this Agreement, the TEAM Advances, Notes and Guarantees shall be amended to reflect the current obligations of the Company, as guaranteed by the Seller, to the Buyer as of the date hereof (the “Amended TEAM Advances, Notes and Guarantees”), and shall remain an obligation of the Company and the Seller after the Closing.  The Amended TEAM Advances, Notes and Guarantees shall be evidenced by a Promissory Notes, in the form attached hereto as Exhibit B1 (the "Amended Promissory Notes"), executed by the Company, in favor of Buyer, or its affiliate, shall bear interest at the rate of six percent (6%) per annum, from the date of the advance and be payable on demand by the holder or, if no demand, one-year from the Effective Date of this Agreement.  The obligations of the Amended Promissory Notes shall be guaranteed by Seller, individually, pursuant to the Amended Guarantees, a copy of which are attached hereto as Exhibit B2 and incorporated herein by this reference.  In addition, the obligations of the Amended Promissory Notes shall be secured by Seller's Common Stock and ownership interest in the Company and shall be secured by Seller's remaining Stock Interest in the Company post-Closing.

Section 2.4 Payment of Purchase Price .    On the Closing Date the Buyer shall pay to Seller cash in the amount of One Dollar ($1) and shall assume responsibility for the payment, assumption, settlement or workout arrangement of the Negotiated Company Liabilities.

Section 2.5   Closing .   The Closing of the purchase and sale of the Stock and the other transactions contemplated by this Agreement (the "Closing") shall take place at the offices of TEAM Nation Holdings, Inc., 790 E. Colorado Boulevard, 4 ^th Floor, Pasadena, CA 91101, at 10:OO a.m. on the third Business Day after the expiration of the Due Diligence Period, or at such other time or place as the Buyer and Seller may agree. The time and date of the Closing is herein called the "Closing Date ."

Section 2.6 Delivery of Company Stock Certificates by the Seller .  On the Closing Date, the Seller shall deliver to the Buyer all certificates representing eighty-five percent (85%) of the Seller's outstanding and issued Stock, all free and clear of all Encumbrances of any kind whatsoever other than Permitted Encumbrances, such certificates to be accompanied by stock powers properly executed to Buyer in blank.

Section 2.7 Delivery of Lease Agreement .  As of the date hereof there are no leases to be delivered.  Any leases entered into prior to the Closing shall be submitted for review within five (5) days of execution.

Section 2.8  Company Lease of Equipment .  [Intentionally Left Blank.  Any lease agreements to be dealt with where transfer of ownership is an event of default?]

Section 2.9   Due Diligence .   From the date of the execution of this Agreement until the later to occur of (a) ninety (90) days from the Effective Date, and (b) sixty (60) calendar days after receipt of approval of the Transaction from all required regulatory agencies, including the California Department of Insurance (the "Due Diligence Period"), Buyer shall have the right to conduct its due diligence of the operations and status of the Company, including all books and records in connection therewith.  During the Due Diligence Period, the Company and Seller shall provide Buyer and its authorized representatives, including its attorneys, accountants and other business advisors, access to the premises, properties, agreements, books and records and corporate governance documents, and shall cause the officers and employees of Seller to furnish any and all data and information pertaining to the business of the Company to Buyer.

Section 2.10   Operations Prior to Closing Date and Discretionary Operation Advance .   From and after the effective Date, and continuing through the earlier of (a) the Termination Date of the Agreement or (b) the Closing Date, and subject to the Management Agreement dated  October 24, 2007, by and among Seller, the Company and Buyer, on mutually agreeable terms and conditions, Buyer, or an entity affiliated with Buyer, may in the sole discretion of Buyer or its applicable affiliate, advance an amount not to exceed Fifty Thousand Dollars ($50,000.00) per month as and for approved operational expenses incurred and to be incurred by the Company (the "Discretionary Operational Advance").  The Discretionary Operational Advance is optional at the sole option of Buyer, or its affiliate, without any obligation on the part of Buyer, or its affiliate whatsoever.  All or any portion of the Discretionary Operational Advance may be paid by Buyer, or its affiliate directly to third party vendors or creditors, for the benefit of the Company.  The Discretionary Operational Advance, if any, shall be evidenced by a Promissory Note, in the form attached hereto as Exhibit B (the "Operational Promissory Note"), executed by the Company, in favor of Buyer, or its affiliate, shall bear interest at the rate of six percent (6%) per annum, from the date of the advance and be payable on demand by the holder or, if no demand, one-year from the Effective Date.  The obligations of the Operational Promissory Note shall be guaranteed by Seller, individually, pursuant to the Operational Guaranty, a copy of which is attached hereto as Exhibit C and incorporated herein by this reference.  In addition, the obligations of the Promissory Note shall be secured by In addition, the Discretionary Operational Advance shall be secured by Seller's remaining Stock Interest in the Company post-Closing.

Section 3.1 Representations and Warranties of the Seller .   The Seller hereby represents and warrants to the Buyer as follows:

(a)            Ownership of all Company Stock .  The owners of all of the issued and outstanding shares of the Common Stock in the Company, are as follows:

Name                                                                                     Number of Shares

David Kayton                                                                                           238.75

Truman G. Sipes                                                                                      5.625

Frederick Evans                                                                                        5.625

Totals                                       250.00

      The Seller has not pledged, encumbered, hypothecated or otherwise granted or assigned any interest in, or otherwise restricted the transfer of, any of his shares of the Company Stock.  Upon transfer of the Stock by the Seller, the Buyer will, as a result, receive good and valid title to the Stock, free and clear of all Encumbrances of any kind whatsoever other than Permitted Encumbrances.

(b)            Capitalization and Company Stock .  The authorized capital stock of the Company consists entirely of two hundred and fifty shares of common capital stock no par value. The issued and outstanding shares of Common Stock have been validly issued and are fully paid, non-assessable, and free of any preemptive rights, whether statutory or otherwise.  There are no outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements or arrangements of any character obligating the Company to issue or acquire any additional shares of capital stock or any other securities convertible into or evidencing the right to subscribe for any shares of capital stock or to convert any presently existing obligations or securities into capital stock.

(c)            Due Organization, Good Standing and Power .  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California.  The Company has the requisite corporate power and authority to carry on its business as such business is now being conducted.  The Company is not qualified to do business as a foreign corporation in any jurisdiction, and the properties owned, leased or operated by the Company or the business conducted by it do not make such qualification necessary, except where the failure to be so qualified would not be reasonably likely to have a material adverse effect on the financial condition, properties, results of operations or business of the Company (a "Material Adverse Effect").  The Seller has delivered or made available to the Buyer a complete and correct copy of the Company's Articles of Incorporation and Bylaws as in effect on the date of this Agreement.  The Company does not have, and never has had, any subsidiaries, and the Company does not own, either directly or indirectly, any shares of capital stock of any other Person.

(d)            Authority .  The execution, delivery and performance of this Agreement and all of the other agreements, instruments or documents contemplated hereby to which the Company or a Seller is a party (collectively, the "Transaction Documents"), and the consummation of the transactions contemplated hereby and thereby have been duly executed and delivered by all necessary corporate action on the part of the Company and all other necessary action on the part of the Seller.  This Agreement and the Transaction Documents have been duly authorized by the Company, and this Agreement and each of the Transaction Documents to which the Company and a Seller is a party will be, on or before the Closing Date, duly executed and delivered, and each will be the legal and valid obligation of the Company and the Seller, to the extent each is a party hereto or thereto, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally, and subject to general principles of equity (whether in law or in equity) and public policy applicable to securities law.  Seller has delivered to the Buyer, true and complete copies, certified by the Secretary of the Company, of the resolution or resolutions, which have been adopted by the Company's Board of Directors, authorizing the transactions contemplated hereunder.

(e)            No Approvals or Notices Required; No Conflict . Except as described in Schedule to Section 3.1(e) to this Agreement, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and the Seller, to the extent each is a party hereto or thereto, and the consummation of the transactions contemplated hereby and thereby:

(i)           do not and will not violate (with or without the giving of notice or lapse of time or both) any judgment, ruling, order, writ, injunction, or statute, rule or regulation applicable to the Company or a Seller;

(ii)          do not and will not require any consent, approval, waiver, filing, registration, qualification or notice under any provision of law applicable to the Company or a Seller other than the prior written approval of the Insurance Commissioner of the State of California; and

(iii)         do not and will not (A) conflict with, result in the material breach of any provision of, result in the termination of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under; (B) result in the acceleration of (or give any Person the right to accelerate) the performance of any obligation of the Company or a Seller under; or (C) result in the creation of any Encumbrance (except Permitted Encumbrances) upon any properties, assets or business of the Company or a Seller pursuant to, the Articles of Incorporation or Bylaws of the Company, or any indenture, mortgage, deed of trust, lease, or licensing agreement, or any other material contract, instrument or other agreement to which the Company or a Seller is a party or by which the assets or properties of any of them are bound or encumbered, the result of which would reasonably be expected to have a Material Adverse Effect.

(f)            Tax Matters . Except as set forth in Schedule to Section 3.1(f) ,   with respect to Tax matters:

(i)           The Company has filed all Tax Returns required to be filed and, in respect of any period ending prior to the Closing Date, shall have paid all Taxes required to be paid prior to the Closing Date.  To the Knowledge of the Seller, the Company will not have any liability for any such Taxes in excess of the amounts so paid, and the Company is not delinquent in the payment of any Tax, assessment or governmental charge, and the Company has not requested any extension of time within which to file any Tax Return in respect of any fiscal year that has not since been filed. No deficiencies for any Tax, assessment or governmental charge have been proposed, asserted or assessed (tentatively or definitely) by any Governmental Authority against the Company that would not be covered by existing reserves, and no requests for waivers of the time to assess any such Tax are pending.  The foregoing shall exclude any unpaid taxes that has been disclosed to, and accepted by, Buyer prior to the Closing Date, and set forth in the Schedule of Liabilities, Exhibit D , attached hereto.

(ii)         True, correct and complete copies of all Tax Returns and other filings of the Company, which have been filed on or before the Closing Date with respect to the Company's 2006, 2007 and 2008 fiscal years, and all financial records necessary to prepare Tax Returns for the Company subsequent to the Closing Date have been made available to the Buyer on or before the Closing Date.  There is no proposed amendment of any Tax Return of the Company that has been filed, is required to be filed or will be filed for taxable periods ending on or before or including the Closing Date.

(iii)         To the Knowledge of the Seller, the Company's Tax Returns are not currently being audited by the Internal Revenue Service or any other Governmental Authority, state or federal, other than the periodic review of the Tax Returns conducted by the California Department of Insurance, if any.

(iv)        The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(v)         No power of attorney has been granted by the Company with respect to any Tax matter that is currently in force.

(vi)        The Company has not made any payments nor is it obligated to make any payments that under certain circumstances that could reasonably be expected to obligate it to make any payments that will not be deductible under internal Revenue Code Section 280G.

(vii)       The Company is not a party to any Tax sharing, Tax indemnity, or Tax allocation agreements.

(viii)      The Company has withheld or collected and will withhold or collect from the payment made to each of its Employees the amount of all Taxes (including, but not limited to, federal incomes taxes, Federal Insurance Contribution Act taxes and state and local income and wage taxes) required to be withheld or collected therefrom and has paid and will pay the same to the proper Tax receiving officers.

(g)             Legal Proceedings . Except as otherwise disclosed on Schedule to Section 3.1(g), there is not pending (nor has there been pending within the two (2) years prior to the date hereof) any legal, administrative, governmental or other claim, action, suit, or proceeding or governmental investigation to which the Company or a Seller is a party or against the Company or a Seller or the Company's properties. Except as otherwise disclosed on Schedule to Section 3.1(g), to the Knowledge of the Seller, there is no threatened legal, administrative, governmental or other claim, action, suit, or proceeding or governmental investigation to which the Company or Seller is a party or against or relating to the Company or a Seller or the Company's properties or rights, that, if adversely determined, would reasonably be expected to have, either singly or in the aggregate, a Material Adverse Effect.  The Company is not in violation of any term of any judgment, ruling, writ, decree, injunction or order outstanding against it.

(h)            Insurance .     The Schedule to Section 3.1(h) sets forth a list of all insurance policies maintained by the Company as of the date hereof.  The Company presently maintains and, since at least two (2) years prior to the date hereof, has maintained, with financially sound and reputable insurance companies, casualty and liability insurance policies providing coverage of the types and in amounts adequate against such risks as would be customary for the Company engaged in a similar business in the localities in which the Company operates, and covering all of the material assets, properties and operations of the Company.  Such insurance policies are outstanding and in force and are listed in this Agreement.  Except as set forth in Schedule to Section   3.1(h) , there are no claims pending under any such policy, nor has any such claim been denied in the past two (2) years.

(i)            Labor Relations . There is no union or collective bargaining organizational activity occurring among the Employees of the Company.

(j)            Conduct of Business in Compliance with Legal and other Regulatory Requirements .   The Company has complied with and owns its assets in accordance with, and its business has been operated in compliance with, all federal, state and local laws, rules, ordinances, regulations and orders applicable to it, including without limitation, all Occupational Safety and Health Act, Federal Labor Standards Act ("FLSA"), ERISA, the Americans with Disabilities Act, CERCLA, the Real Estate Settlement Procedures Act and all applicable laws and related rules and regulations of all United States jurisdictions affecting labor union activities, civil rights or employment, except where the failure to comply with any of the foregoing may have, either singly or in the aggregate, a Material Adverse Effect.  The Company has all material licenses, permits and qualifications necessary to conduct its business as presently being conducted.  During the two (2) years prior to the Closing Date, the Company has not had any material license or qualification to conduct business in any jurisdiction revoked or suspended or been involved in a proceeding to revoke or suspend such license or qualification, nor has any investigation been conducted, or to the Knowledge of the Seller, is pending with a view to revocation or suspension of any such license.

(k)            Absence of Certain Changes or Events . Except as set forth on Schedule to Section 3.1(k) attached hereto, since January 31, 2008, the Company has not:

(ii)         made any individual capital expenditure or entered into any single commitment greater than Twenty Five Thousand Dollars ($25,000.00) (except as disclosed in the Schedule to Section 3.1(k)] or any transaction or commitment material to the Company's business, taken as a whole, other than (A) in the ordinary course of business consistent with past practices or (B) those contemplated by this Agreement;

(iii)         declared any dividend or made any payment or other distribution in respect of its capital stock to the Seller or any other Person, other than those made in the ordinary course of business and as otherwise permitted under the terms of this Agreement;

(iv)        purchased, issued, redeemed, sold, or otherwise acquired or disposed of any shares of Company Stock, or granted any options, warrants or other rights to purchase or convert any obligation into any shares of the capital stock or into any securities of the Company;

(v)          incurred, assumed or guaranteed or entered into any commitment in respect of any indebtedness for borrowed money greater than Twenty Five Thousand Dollars ($25,000.00) in the aggregate or materially changed any of the terms of any indebtedness in an aggregate amount greater than Twenty Five Thousand Dollars ($25,000.00) , or assigned, mortgaged, pledged or otherwise subjected to any other Encumbrance other than Permitted Encumbrances any property, business or assets tangible or intangible, held in connection with the Company's business;

(vi)        introduced any material change with respect to the manner of conducting its business or with respect to its method of accounting;

(vii)       made any material increase in the compensation payable or to become payable by it to its officers or Employees or adopted any increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such officers or Employees, except increases occurring in the ordinary course of business;

(viii)     received any notice of termination of any contract, lease or other agreement or suffered any damages, destruction or loss (whether or not covered by insurance) which, in any case or in the aggregate, may reasonably be expected to have a Material Adverse Effect;

(ix)         transferred or granted any rights or licenses under, or entered into any settlement regarding the breach or infringement of, any intellectual property, or modified any existing rights with respect thereto;

(xi)        &