SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION

This SHARE EXCHANGE   AGREEMENT AND PLAN OF REORGANIZATION (this “ Agreement ”) is entered into as of September 3, 2008, by and among DEER INTERNATIONAL GROUP LIMITED , a company incorporated under the laws of British Virgin Islands (“ Deer ”) and TAG EVENTS CORP. , a Nevada corporation (“ Purchaser ”) and each of the shareholders of Deer listed on Schedule 2.1 hereto (the “Deer Shareholders” ).

WHEREAS, Deer is a BVI company that is engaged in manufacture, marketing, distribution and sale of household appliances (blenders, food processors, choppers, juicers, etc.);

WHEREAS, Purchaser and Deer have agreed to the acquisition by Purchaser of all of the issued and outstanding capital stock of Deer pursuant to a voluntary share exchange transaction (the “ Share Exchange ”) between Purchaser and Deer upon the terms and subject to the conditions set forth herein;

WHEREAS, in furtherance thereof, the Board of Directors of Purchaser has approved the Share Exchange in accordance with the applicable provisions of the NGCL and   upon the terms and subject to the conditions set forth herein;

WHEREAS, in furtherance thereof, the Board of Directors and shareholders of Deer have each approved the Share Exchange in accordance with the applicable provisions of the laws of the BVI and   upon the terms and subject to the conditions set forth herein; and

WHEREAS, for United States federal income tax purposes, the parties intend that the Share Exchange shall constitute a tax-free reorganization within the meaning of Sections 368 and 1032 of the Code.

NOW, THEREFORE, in consideration of the premises, and the mutual covenants and agreements contained herein, the parties do hereby agree as follows:

(a)   “ Affiliate ” shall mean, as to any Person, any other Person controlled by, under the control of, or under common control with, such Person. As used in this definition, “control” shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event, any Person which owns or holds directly or indirectly five per cent (5%) or more of the voting securities or five per cent (5%) or more of the partnership or other equity interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such other Person.

(b)   “ Agreement ” means this Share Exchange Agreement and Plan of Reorganization.

(c)   “ Applicable Law ” or “ Applicable Laws ” means any and all laws, ordinances, constitutions, regulations, statutes, treaties, rules, codes, licenses, certificates, franchises, permits, principles of common law, requirements and Orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any Governmental Body having jurisdiction over a specified Person or any of such Person’s properties or assets.

(d)   “ Best Efforts ” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible, provided, however, that a Person required to use Best Efforts under this Agreement will not be thereby required to take actions that would result in a Material Adverse Effect in the benefits to such Person of this Agreement and the Share Exchange.

(e)   “ Breach” means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract.

(f)   “ Business ” means the manufacture, marketing, distribution and sale of household appliances (blenders, food processors, choppers, juicers, etc.) as presently conducted by Deer.

(g)   “ Business Day ” means any day other than (a) Saturday or Sunday or (b) any other day on which major money center banks in New York, New York   are permitted or required to be closed.

(h)   “ BVI ” shall mean the British Virgin Islands.

(i)   “ Closing ” shall mean the completion of the Share Exchange and the consummation of the transactions set forth herein.

(j)   “ Closing Date ” shall mean the date on which the Closing is completed.

(k)   “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

(l)   “ Competing Transaction ” has the meaning set forth in Section 7.6.

(m)   “ Confidential Information ” means any information pertaining to the business, operations, marketing, customers, financing, forecasts and plans of any Party provided to or learned by any other Party during the course of negotiation of the Share Exchange. Information shall be treated as Confidential Information whether such information has been marked “confidential” or in a similar manner.

(n)   “ Consent ” means any approval, consent, license, permits, ratification, waiver or other authorization.

(o)   “ Contract ” means any agreement, contract, lease, license, consensual obligation, promise, undertaking, understanding, commitment, arrangement, instrument or document (whether written or oral and whether express or implied), whether or not legally binding.

(p)   “ Deer ” has the meaning set forth in the preamble.

(q)   “ Deer Balance Sheet ” has the meaning set forth in Section 4.6(c).

(r)   “ Deer Board ” has the meaning set forth in Section 4.4.

(s)   “ Deer Contracts ” has the meaning set forth in Section 4.15.

(t)   “ Deer Employee Plans ” has the meaning set forth in Section 4.18.

(u)   “ Deer Financial Information ” has the meaning set forth in Section 4.6.

(v)   “ Deer Intellectual Property ” has the meaning set forth in Section 4.13(a).

(w)   “ Deer Shareholders ” has the meaning set forth in Section 2.1.

(x)   “ Deer Tax Affiliate ” has the meaning set forth in Section 4.8(a).

(y)   “ Distribution Compliance Period ” shall have the meaning set forth in Section 3.1(e).

(z)   “ Employee Benefit Plan ” has the meaning set forth in ERISA Section 3(3).

(aa)   “ Encumbrance ” means and includes:

(i)   with respect to any personal property, any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement or lease or use agreement in the nature thereof, interest or other right or claim of third parties, whether voluntarily incurred or arising by operation of law, and including any agreement to grant or submit to any of the foregoing in the future; and

(ii)   with respect to any Real Property (whether and including owned real estate or Real Estate subject to a Real Property Lease), any mortgage, lien, easement, interest, right-of-way, condemnation or eminent domain proceeding, encroachment, any building, use or other form of restriction, encumbrance or other claim (including adverse or prescriptive) or right of Third Parties (including Governmental Bodies), any lease or sublease, boundary dispute, and agreements with respect to any real property including: purchase, sale, right of first refusal, option, construction, building or property service, maintenance, property management, conditional or contingent sale, use or occupancy, franchise or concession, whether voluntarily incurred or arising by operation of law, and including any agreement to grant or submit to any of the foregoing in the future.

(bb)   “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations issued by the Department of Labor pursuant to ERISA or any successor law.

(cc)   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(dd)   “ GAAP ” means at any particular time generally accepted accounting principles in the United States, consistently applied on a going concern basis, using consistent audit scope and materiality standards.

(ee)   “ Governing Documents ” means with respect to any particular entity, the articles or certificate of incorporation and the bylaws (or equivalent documents for entities of foreign jurisdictions); all equity holders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equity holders of any Person; and any amendment or supplement to any of the foregoing.

(ff)   “ Governmental Authorization ” means any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Applicable Law.

(gg)   “ Governmental Body ” means: (i) nation, state, county, city, town, borough, village, district, tribe or other jurisdiction; (ii) federal, state, local, municipal, foreign, tribal or other government; (iii) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers); (iv) multinational organization or body; (v) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or (vi) official of any of the foregoing.

(hh)   “ Improvements ” means all buildings, structures, fixtures and improvements located on Land, including those under construction.

(ii)   “ IRS ” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

(jj)   “ Knowledge ” means actual knowledge without independent investigation.

(kk)   “ Land ” means all parcels and tracts of land in which any Person has an ownership or leasehold interest.

(ll)   “ Material Adverse Effect ” or “ Material Adverse Change ” means, in connection with any Person, any event, change or effect that is materially adverse, individually or in the aggregate, to the condition (financial or otherwise), properties, assets, liabilities, revenues, income, business, operations, results of operations or prospects of such Person, taken as a whole.

(mm)   “ NGCL ” shall mean the Nevada General Corporation Law, as amended.

(nn)   “ Order ” means any writ, directive, order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

(oo)   “ Ordinary Course of Business ” means an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action: (i) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person; (ii) does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature; and (iii) is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person.

(pp)   “ Party ” or “ Parties ” means Deer and/or Purchaser.

(qq)   “ Person ” shall mean an individual, company, partnership, Limited Liability Company, limited liability partnership, joint venture, trust or unincorporated organization, Joint Stock Corporation or other similar organization, government or any political subdivision thereof, or any other legal entity.

(rr)   “ Proceeding ” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

(ss)   “ Purchaser ” has the meaning set forth in the Preamble.

(tt)   “ Purchaser Balance Sheet ” has the meaning set forth in Section 5.1(f).

(uu)   “ Purchaser Business ” means Purchaser’s business in the exploration of mineral properties.

(vv)   “ Purchaser Common Stock ” means the common stock, par value $.001 per share, of Purchaser.

(ww)   “ Purchaser Contracts ” has the meaning set forth in Section 5.1(o).

(xx)   “ Purchaser’s Counsel ” means Diane Dalmy Esq.

(yy)   “ Purchaser Employee Plans ” has the meaning set forth in Section 5.1(r)(i).

(zz)   “ Purchaser Financial Information ” has the meaning set forth in Section 5.1(f).

(aaa)   “ Purchaser Intellectual Property ” has the meaning set forth in Section 5.1(m).

(bbb)   “ Purchaser SEC Reports ” has the meaning set forth in Section 5.1(n).

(ccc)   “ Real Property ” means any Land and Improvements and all privileges, rights, easements, and appurtenances belonging to or for the benefit of any Land, including all easements appurtenant to and for the benefit of any Land (a “ Dominant Parcel ”) for, and as the primary means of access between, the Dominant Parcel and a public way, or for any other use upon which lawful use of the Dominant Parcel for the purposes for which it is presently being used is dependent, and all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.

(ddd)   “ Related Agreements ” means the Return to Treasury Agreement.

(eee)   “ Real Property Lease ” means any lease, rental agreement or rights to use land pertaining to the occupancy of any improved space on any Land.

(fff)   “ Representative ” means with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other Representative of that Person.

(ggg)   “Return to Treasury Agreement” has the meaning set forth in Section 2.5.

(hhh)   “ SEC ” means the United States Securities and Exchange Commission.

(iii)   “ Securities Act ” means the Securities Act of 1933, as amended.

(jjj)   “ Security Interest ” means any mortgage, pledge, security interest, Encumbrance, charge, claim, or other lien, other than: (a) mechanic’s, materialmen’s and similar liens; (b) liens for Taxes not yet due and payable or for Taxes that the taxpayer is contesting in good faith through appropriate Proceedings; (c) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation; (d) liens arising in connection with sales of foreign receivables; (e) liens on goods in transit incurred pursuant to documentary letters of credit; (f) purchase money liens and liens securing rental payments under capital lease arrangements; and (g) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

(kkk)   “ Share Exchange ” has the meaning set forth in the preamble.

(lll)   “ Shares ” has the meaning set forth in Section 2.1.

(mmm)   “ Subsidiary ” means with respect to any Person (the “ Owner ”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

(nnn)   “ Tangible Personal Property ” means all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind owned or leased by a Party (wherever located and whether or not carried on a Party’s books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

(ooo)   “ Tax ” or “ Taxes ” means, with respect to any Person, (i) all income taxes (including any tax on or based upon net income, gross income, gross receipts, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, commercial rent, premium, property or windfall profit taxes, alternative or add-on minimum taxes, customs duties and other taxes, fees, assessments or charges of any kind whatsoever, together with all interest and penalties, additions to tax and other additional amounts imposed by any taxing authority (domestic or foreign) on such person (if any), (ii) all value added taxes and (iii) any liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of (A) being a “transferee” (within the meaning of Section 6901 of the Code or any Applicable Law) of another person, (B) being a member of an affiliated, combined or consolidated group or (C) a contractual arrangement or otherwise.

(ppp)   “ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

(qqq)   “ Third Party ” means a Person that is not a Party to this Agreement.

2.1 The Share Exchange . Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the NGCL, at the Closing, the parties shall cause the Share Exchange to be consummated by taking all appropriate actions to ensure that all of the issued and outstanding shares of capital stock of Deer are delivered to Purchaser duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in proper form for transfer, in exchange for the issuance of an aggregate of 18,050,000 shares of Purchaser Common Stock (the “Shares” ) to the shareholders of Deer listed on Schedule 2.1 .

2.2 Tax Free Reorganization . The Parties each hereby agree to use their Best Efforts and to cooperate with each other to cause the Share Exchange to be a tax-free reorganization within the meaning of Sections 368 and 1032 of the Code.

2.3 Closing . The Closing will occur via e-mail and facsimile on September 3, 2008 at 10:00 a.m. EST or such later date and time to be agreed upon by the parties (the “ Closing Date ”), following satisfaction or waiver of the conditions set forth in Article VIII.

2.4 Reorganization .

(a)   As of the Closing, Crescent Liu shall resign from the board of directors of the Purchaser and Ying He and Man Wai James Chiu shall be appointed as the directors of the Purchaser until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with Purchaser’s Articles of Incorporation and By-laws.

(b)   The nominees of Deer shall, as of the Closing, be appointed as the officers of the Purchaser until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Purchaser’s Articles of Incorporation and By-laws. As of the Closing, Crescent Liu and Art Balykin shall resign from all positions as an officer of Purchaser.

(c)   If at any time after the Closing, any party shall consider that any further deeds, assignments, conveyances, agreements, documents, instruments or assurances in law or any other things are necessary or desirable to vest, perfect, confirm or record in the Purchaser the title to any property, rights, privileges, powers and franchises of Deer by reason of, or as a result of, the Share Exchange, or otherwise to carry out the provisions of this Agreement, the remaining parties, as applicable, shall execute and deliver, upon request, any instruments or assurances, and do all other things necessary or proper to vest, perfect, confirm or record title to such property, rights, privileges, powers and franchises in the Purchaser, and otherwise to carry out the provisions of this Agreement.

2.5 Cancellation of Purchaser Common Stock . At the Closing, immediately after consummation of the Share Exchange, Purchaser shall, pursuant to the terms and conditions of that certain Return to Treasury Agreement dated of even date herewith entered into by and between Purchaser and Crescent Liu (the “ Return to Treasury Agreement ”) which shall be substantially in the form attached hereto as Attachment 2.5 , cause 5,950,000 shares of the Purchaser’s Common Stock held by Crescent Liu to be cancelled and extinguished.

3.1 Covenants, Representations and Warranties of the Deer Shareholders .

(a)   The Deer Shareholders acknowledge and agree that they are acquiring the Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act) directly or indirectly unless:

(i)     The sale is to Purchaser;

(ii)   the sale is made pursuant to the exemption from registration under the Securities Act, provided by Regulation S thereunder; or

(iii)   the Shares are sold in a transaction that does not require registration under the Securities Act, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser.

(b)   The Deer Shareholders acknowledge and agree that the certificates representing the Shares shall bear the following legend:

“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AN IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.”

(c)   The Deer Shareholders represent and warrant that:

(i)     the Deer Shareholders are located outside the United States;

(ii)   the Deer Shareholders are not aware of any advertisement of any of the shares being issued hereunder;

(iii)   the Deer Shareholders will not acquire the shares as a result of, and will not itself engage in, any “directed selling efforts: (as defined in Regulation S under the Securities Act) in the United States in respect of the shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the shares; provided, however, that the Deer Shareholders may sell or otherwise dispose of the shares pursuant to registration of the shares pursuant to the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein.

(d)   The Deer Shareholders acknowledge and agree that Purchaser will refuse to register any transfer of the shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws;

(e)   The Deer Shareholders acknowledge and agree that offers and sales of any of the Shares, prior to the expiration of a period of one year after the date of transfer of the shares (the “ Distribution Compliance Period ”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with all applicable securities laws;

(f)   The Deer Shareholders acknowledge and agree not to engage in any hedging transactions involving the Shares prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the provisions of the Securities Act; and

(g) The Deer Shareholders hereby acknowledge and agree to Purchaser making a notation on its records or giving instructions to the registrar and transfer agent of Purchaser in order to implement the restrictions on transfer set forth and described herein.

As a material inducement for Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Deer makes the following representations and warranties as of the date hereof and as of the Closing Date, each of which is relied upon by Purchaser regardless of any investigation made or information obtained by Purchaser (unless and to the extent specifically and expressly waived in writing by Purchaser on or before the Closing Date):

4.1 Organization and Good Standing .  

(a)   Deer is a corporation duly organized, validly existing and in good standing under the laws of BVI. Deer is duly qualified to do business in China and is in good standing under the laws of each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification and the failure to be so qualified would have a Material Adverse Effect on Deer.

(b)   Deer does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity.

4.2 Corporate Documents .   Schedule 4.2 consists of a true and correct copy of a shareholder list setting forth all owners of the capital stock of Deer.

4.3 Capitalization of Deer .  The entire authorized capital stock of Deer consists of 50,000 shares of common stock having a par value of US$1 per share, of which 50,000 shares are issued and outstanding. All of Deer’s issued and outstanding shares of common stock have been duly authorized, are validly issued, fully paid and nonassessable, and are held of record by the stockholders listed on the shareholder list attached as Schedule 4.2 . .

4.4 Authorization of Transaction . Deer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has be duly and validly authorized by all necessary action on the part of Deer in accordance with Applicable Laws and Deer’s Governing Documents. This Agreement constitutes the valid and legally binding obligation of Deer, enforceable in accordance with its terms and conditions. The Board of Directors of Deer (the “Deer Board”) has duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby, and has taken all corporate actions required to be taken by the Deer Board for the consummation of the Share Exchange.

(b)   conflict with, result in a Breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Deer is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, Breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Material Adverse Effect on the financial condition of Deer or on the ability of the Parties to consummate the Share Exchange.

4.6 Deer Financial Information .  Schedule 4.6 shall include the following financial information (collectively, the “ Deer Financial Information ”):

(a)   audited combined balance sheets and statements of income, stockholders’ equity and cash flow as of and for the year ended December 31, 2007 and December 31, 2007 for Deer;

4.7 Events Subsequent to Deer Balance Sheet . Since the date of the Deer 2007 Balance Sheet, there has not been, occurred or arisen, with respect to any member of the Deer:

(a)   any change or amendment in its Governing Documents;

(b)   any reclassification, split up or other change in, or amendment of or modification to, the rights of the holders of any of its capital stock;

(c)   any direct or indirect redemption, purchase or acquisition by any Person of any of its capital stock or of any interest in or right to acquire any such stock;

(d)   any issuance, sale, or other disposition of any capital stock, or any grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock;

(e)   any declaration, set aside, or payment of any dividend or any distribution with respect to its capital stock (whether in cash or in kind) or any redemption, purchase, or other acquisition of any of its capital stock;

(f)   the organization of any Subsidiary or the acquisition of any shares of capital stock by any Person or any equity or ownership interest in any business;

(g)   any damage, destruction or loss of any of the its properties or assets whether or not covered by insurance;

(h)   any material sale, lease, transfer, or assignment of any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;

(i)   the execution of, or any other commitment to any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business;

(j)   any acceleration, termination, modification, or cancellation of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which it is a party or by which it is bound;

(k)   any Security Interest or Encumbrance imposed upon any of its assets, tangible or intangible;

(l)   any grant of any license or sublicense of any rights under or with respect to any material Deer Intellectual Property;

(m)   any sale, assignment or transfer (including transfers to any employees, Affiliates or shareholders) of any material Deer Intellectual Property;

(n)   any capital expenditure (or series of related capital expenditures) involving more than $25,000 and outside the Ordinary Course of Business;

(o)   any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $25,000 and outside the Ordinary Course of Business;

(p)   any issuance of any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $25,000;

(q)   any delay or postponement of the payment of accounts payable or other liabilities, other than those being contested in good faith;

(r)   any cancellation, compromise, waiver, or release of any right or claim (or series of related rights and claims) involving more than $25,000 and outside the Ordinary Course of Business;

(s)   any loan to, or any entrance into any other transaction with, any of its directors, officers, and employees either involving more than $1,000 individually or $5,000 in the aggregate;

(t)   the adoption, amendment, modification, or termination of any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken away any such action with respect to any other Employee Benefit Plan);

(u)   any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

(v)   any increase in the base compensation of any of its directors, officers, and employees that is greater than Twenty Five Thousand Dollars ($25,000) per annum;

(w)   any charitable or other capital contribution in excess of $2,500;

(x)   any taking of other action or entrance into any other transaction other than in the Ordinary Course of Business, or entrance into any transaction with any insider of Deer, except as disclosed in this Agreement and the Disclosure Schedules;

(y)   any other event or occurrence that may have or could reasonably be expected to have a Material Adverse Effect on Deer or any member of the Deer (whether or not similar to any of the foregoing); or

(z)   any agreement or commitment, whether in writing or otherwise, to do any of the foregoing.

4.8 Tax Matters .

(a)   Deer:

(i)     has timely paid or caused to be paid all material Taxes required to be paid by it though the date hereof and as of the Closing Date (including any Taxes shown due on any Tax Return);

(ii)   has filed or caused to be filed in a timely and proper manner (within any applicable extension periods) all Tax Returns required to be filed by it with the appropriate Governmental Body in all jurisdictions in which such Tax Returns are required to be filed; and all tax returns filed on behalf of Deer were complete and correct in all material respects; and

(iii)   has not requested or caused to be requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed.

(b)  

(i)     since January 1, 2006, Deer has not been notified by any Governmental Body that any material issues have been raised (and no such issues are currently pending) by any Governmental Body in connection with any Tax Return filed by or on behalf of Deer; there are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to Deer; no Tax liens have been filed against Deer or unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against Deer;

(ii)   full and adequate accrual has been made (A) on the Deer Balance Sheet, and the books and records of Deer for all income taxes currently due and all accrued Taxes not yet due and payable by Deer for all periods ending on or prior to the Deer Balance Sheet Date, and (B) on the books and records of Deer for all Taxes payable by Deer for all periods beginning after the Deer Balance Sheet Date;

(iii)   No member of the Deer has incurred any liability for Taxes from and after the Deer Balance Sheet Date other than Taxes incurred in the Ordinary Course of Business and consistent with past practices;

(iv)   Deer has complied in all material respects with all Applicable Laws relating to the collection or withholding of Taxes (such as Taxes or withholding of Taxes from the wages of employees);

(v)   Deer does not have any liability in respect of any Tax sharing agreement with any Person;

(vi)   No member of the Deer has incurred any liability to make any payments either alone or in conjunction with any other payments that would constitute a “parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state local or foreign Applicable Law related to Taxes);

(vii)   no claim has been made within the last three years by any taxing authority in a jurisdiction in which Deer does not file Tax Returns that Deer is or may be subject to taxation by that jurisdiction;

(viii)   the consummation of the Share Exchange will not trigger the realization or recognition of intercompany gain or income to Deer or any Deer Tax Affiliate under the Federal consolidated return regulations with respect to Federal, state or local taxes; and

(ix)   Deer is not currently, nor has it been at any time during the previous five years, a “U.S. real property holding corporation” and, therefore, the Shares are not “U.S. real property interests,” as such terms are defined in Section 897 of the Code.

4.9 Title to Assets . Deer has good and marketable title to, or a valid leasehold interest in, the properties and assets owned or leased and used by it to operate the Business in the manner presently operated by it, as reflected in the Deer Financial Information.

4.10 Leased Real Property . Except as disclosed on Schedule 4.10 , Deer does not own or holds any leasehold interest in or right to use any Real Property.

4.11 Condition of Facilities .

(a)   Use of the Real Property of Deer for the various purposes for which it is presently being used is permitted as of right under all Applicable Laws related to zoning and is not subject to “permitted nonconforming” use or structure classifications. All Improvements are in compliance with all Applicable Laws, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects. No part of any Improvement encroaches on any real property not included in the Real Property of Deer or the Deer, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land.

(b)   Each item of Tangible Personal Property is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and is free from latent and patent defects. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. All Tangible Personal Property used in the Business is in the possession of Deer.

4.12 Deer Intellectual Property .

(a)   Deer owns, or is licensed or otherwise possesses legal enforceable rights to use all: (i) trademarks and service marks (registered or unregistered), trade dress, trade names and other names and slogans embodying business goodwill or indications of origin, all applications or registrations in any jurisdiction pertaining to the foregoing and all goodwill associated therewith; (ii) material patentable inventions, technology, computer programs and software (including password unprotected interpretive code or source code, object code, development documentation, programming tools, drawings, specifications and data) and all applications and patents in any jurisdiction pertaining to the foregoing, including re-issues, continuations, divisions, continuations-in-part, renewals or extensions; (iii) trade secrets, including confidential and other non-public information (iv) copyrights in writings, designs, software programs, mask works or other works, applications or registrations in any jurisdiction for the foregoing and all moral rights related thereto; (v) databases and all database rights; and (vi) Internet web sites, domain names and applications and registrations pertaining thereto (collectively, “ Deer Intellectual Property ”) that are used in the Business except for any such failures to own, be licensed or process that would not be reasonably likely to have a Material Adverse Effect.

(b)   Except as may be evidenced by patents issued after the date hereof, there are no conflicts with or infringements of any material Deer Intellectual Property by any third party and the conduct of the Business as currently conducted does not conflict with or infringe any proprietary right of a third party.

(c)   Deer owns or has the right to use all software currently used in and material to the Business.

4.13 Affiliate Transactions . No officer, director, or employee of Deer or any member of the immediate family of any such officer, director or employee, or any entity in which any of such persons owns any beneficial interest (other than any publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than one percent of the stock of which is beneficially owned by any of such persons), has any agreement with a member of the Deer or any interest in any of their property of any nature, used in or pertaining to the Business (other than the ownership of capital stock of the corporation as disclosed in Section 4.3). None of the foregoing Persons has any direct or indirect interest in any competitor, supplier or customer of Deer or in any Person from whom or to whom the Deer leases any property or transacts business of any nature.

4.14 Powers of Attorney . There