ASSET PURCHASE AGREEMENT BY AND AMONG CARBIZ USA INC., MALCOLM S. BROOK, THE BROOK FAMILY TRUST, AND STAR FINANCIAL SERVICES, A CALIFORNIA CORPORATION

ASSET PURCHASE AGREEMENT

BY AND AMONG

CARBIZ USA INC.,

MALCOLM S. BROOK,

THE BROOK FAMILY TRUST,

AND

STAR FINANCIAL SERVICES, A CALIFORNIA CORPORATION

Dated as of June 15, 2009

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ASSET PURCHASE AGREEMENT

           THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 15, 2009, is by and among Carbiz USA Inc. (the “ Purchaser ”), Star Financial Services, a California corporation (the “ Seller ”), The Brook Family Trust (the “ Shareholder ”) and Malcolm S. Brook [together with the “ Shareholder ” and the Seller, the “ Seller Group ”].

RECITALS

          A.      Seller owns and collects Consumer Notes (the “ Business ”);

          B.      The Purchaser desires to purchase from Seller, and Seller desires to sell to the Purchaser, all of its right, title and interest in and to the Purchased Assets; and

          C.      Seller desires to transfer to the Purchaser, and the Purchaser desires to accept and assume from Seller, the Assumed Liabilities.

           NOW, THEREFORE , in consideration of the mutual promises and representations and subject to the terms and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

           “ Accounts Receivable ” has the meaning set forth in Section 2.1(b) .

           “ Accrued Expenses” shall mean all accrued expenses for bona fide third party expenses of Seller incurred in the Ordinary Course of Business by Seller and outstanding as of the Closing Date.

          “ Affiliate” of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

          “ Agreement ” has the meaning set forth in the preamble to this Agreement.

          “ Ancillary Agreements ” means the Bill of Sale, the Assumption Agreement and each agreement, document, instrument or certificate contemplated by this Agreement or to be executed by the Purchaser or any member of the Seller Group in connection with the consummation of the transactions contemplated by this Agreement, in each case only as applicable to the relevant party or parties to such Ancillary Agreement, as indicated by the context in which such term is used.

          “ Assumed Contracts ” has the meaning set forth in Section 2.1(d) .

          “ Assumed Liabilities ” has the meaning set forth in Section 3.1 .

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          “ Assumption Agreement ” has the meaning set forth in Section 5.3(a) .

          “ Bank Account ” has the meaning set forth in Schedule A .

          “ Business ” has the meaning set forth in the recitals to this Agreement.

          “ Claims Notice ” has the meaning set forth in Section 9.2(a) .

          “ Closing ” has the meaning set forth in Section 5.1 .

          “ Closing Date ” has the meaning set forth in Section 5.1 .

          “ Closing Payment ” has the meaning set forth in Section 4.1 .

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Consumer Contracts ” means the Contracts associated with the Consumer Notes.

          “ Consumer Notes ” means promissory notes made by consumers for the purchase of motor vehicles that subsequent to their making have been purchased by or assigned to the Seller.

          “ Contracts ” has the meaning set forth in Section 6.15 .

          “ Copyright ” means all copyrights, copyrightable works, mask work rights, rights in databases, data collections, copyright registrations and applications for copyright registration and equivalents and counterparts of the foregoing.

          “ Domain Names ” means all Internet electronic addresses, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing.

          “ Employee Plan ” or collectively, “ Employee Plans ” has the meaning set forth in Section 6.13(a) .

          “ Environment ” means soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata, ambient air, indoor air or indoor air quality, including, without limitation, any material or substance used in the physical structure of any building or improvement and any environmental medium.

          “ Environmental Condition ” means any condition of the Environment with respect to the Real Property, with respect to any property previously owned, leased or operated by Seller to the extent such condition of the Environment existed at the time of such ownership, lease or operation, or with respect to any other real property at which any Hazardous Material generated by the operation of the business of Seller prior to the Closing Date has been treated, stored or disposed of, which violates any Environmental Law, or even though not violative of any Environmental Law, nevertheless results, or could possibly result, in any Release, or Threat of Release, damage, loss, cost, expense, claim, demand, order or liability.

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          “ Environmental Damages ” means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement of judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys’ fees and disbursements and consultants’ fees, any of which are incurred at any time as a result of the existence prior to the Closing Date of Hazardous Material upon, about, beneath the Real Property or migrating or threatening to migrate to or from the Real Property, or the existence of a violation of Environmental Laws pertaining to the Real Property.

          “ Environmental Law ” means any Law directly regulating the Environment or activities with respect to the Environment, or implementing or otherwise dealing with the subject matter thereof.

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

          “ Excluded Representations ” has the meaning set forth in Section 9.3 .

           “ Expiration Date ” has the meaning set forth in Section 9.3 .

          “ Family Affiliate ” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, of any Person.

          “ Financial Statements ” has the meaning set forth in Section 6.18(a) .

          “ GAAP ” means generally accepted accounting principles.

          “ General Enforceability Exceptions ” has the meaning set forth in Section 6.3 .

          “ Governmental Authority ” means any government, political subdivision or regulatory body, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision or regulatory authority, or any federal, state, local or foreign court or arbitrator.

          “ Guarantors ” means Malcolm S. Brook and Mark Waks.

          “ Hazardous Material ” means any pollutant, toxic substance, including asbestos and asbestos-containing materials, hazardous waste, hazardous material, hazardous substance, contaminant, petroleum or petroleum-containing materials, radiation and radioactive materials, leaded paints, toxic mold and other harmful biological agents, and polychlorinated biphenyls as defined in, the subject of, or would give rise to, liability under any Environmental Law.

          “ Indebtedness ” of any Person means: either (a) any liability of any Person (i) for borrowed money (including the current portion thereof), or (ii) under any reimbursement

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obligation relating to a letter of credit, bankers’ acceptance or note purchase facility, or (iii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), or (iv) for the payment of money relating to leases that are required to be classified as a capitalized lease obligation in accordance with GAAP, or (v) for all or any part of the deferred purchase price of property or services (other than trade payables), including any “earnout” or similar payments or non-compete payments, or (vi) under interest rate swap, hedging or similar agreements, or (b) any liability of others described in the preceding clause (a) that such Person has guaranteed, that is recourse to such Person or any of its assets or that is otherwise its legal liability or that is secured in whole or in part by the assets of such Person. For purposes of this Agreement, Indebtedness shall include (A) any and all accrued interest, success fees, prepayment premiums, make-whole premiums or penalties, and fees or expenses actually incurred (including attorneys’ fees) associated with the prepayment of any Indebtedness, (B) any and all amounts owed by the Seller to any Affiliate of Seller including, without limitation, the Shareholder and (C) any and all bonuses or incentive payments owed by the Seller to any of their employees.

          “ Indemnified Party ” has the meaning set forth in Section 9.2(a) .

          “ Indemnifying Party ” has the meaning set forth in Section 9.2(a) .

          “ Intellectual Property ” means Copyrights, Domain Names, Patents, Software, Trademarks and Trade Secrets.

          “ Interim Financial Statements ” has the meaning set forth in Section 6.18 .

          “ IRS ” means the Internal Revenue Service.

           “ Jurisdictions ” has the meaning set forth in Section 6.8 .

          “ Key Man Life Insurance Policies ” means the following policies on the life of Malcolm S. Brook:

          “ Knowledge ” means the actual knowledge of the Seller or the Shareholder, as the case may be, or knowledge obtained or obtainable by either of the foregoing in the exercise of reasonable diligence in the normal course of business or conduct of duties.

          “ Law ” means any law, statute, code, ordinance, regulation or other requirement of any Governmental Authority.

          “ Leased Real Property ” has the meaning set forth in Section 6.6(b) .

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          “ Lender ” means Wells Fargo Preferred Capital, Inc. f/k/a Wells Fargo Financial Preferred Capital, Inc.

          “ Liability Claim ” has the meaning set forth in Section 9.2(a) .

          “ Lien ” means any mortgage, lien, pledge, encumbrance, security interest, claim, charge, defect in title or other restriction.

          “ Litigation Conditions ” has the meaning set forth in Section 9.2(b) .

          “ Losses ” has the meaning set forth in Section 9.1 .

          “ Material Adverse Change ” means any change, event, violation, inaccuracy, circumstance, or effect that is, or could reasonably be expected to be, materially adverse to the business, assets (including intangible assets), liabilities, financial condition, results of operations or business prospects of the Seller taken as a whole.

          “ Order ” means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority.

          “ Ordinary Course of Business ” shall mean the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

           “ Owned Real Property ” has the meaning set forth in Section 6.6(a) .

          “ Patents ” means all patents, industrial and utility models, industrial designs, certificates of invention and other indicia of invention ownership issued or granted by any Governmental Authority, and all applications, provisionals, reissues, re-examinations, extensions, divisions, continuations (in whole or in part) and equivalents and counterparts of the foregoing.

          “ Permit ” means any environmental permit, license, approval, consent, or authorization issued by a Governmental Authority.

          “ Permitted Exceptions ” has the meaning set forth in Section 6.6(a) .

          “ Person ” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust, or other entity.

          “ Pre-Closing Tax Period ” has the meaning set forth in Section 6.22(a) .

          “ Prepaid Expenses ” has the meaning set forth in Section 2.1 .

          “ Purchase Price ” means the Closing Payment and the aggregate amount of the Subordinated Notes delivered to the Subordinated Noteholders as set forth on Schedule 4.1 .

          “ Purchased Assets ” has the meaning set forth in Section 2.1 .

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          “ Purchaser ” has the meaning set forth in the preamble to this Agreement.

          “ Purchaser’s Business ” has the meaning set forth in Section 10.1 .

          “ Real Property ” means any and all real property and interests in real property of the Seller, including the Owned Real Property and the Leased Real Property, any real property leaseholds and subleaseholds, purchase options, easements, licenses, rights to access and rights of way and any other real property otherwise owned, occupied or used by the Seller.

          “ Real Property Leases ” has the meaning set forth in Section 6.6(b) .

          “ Release ” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of a Hazardous Material into the Environment (including, without limitation, the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials) and any condition that results in the exposure of a Person to a Hazardous Material.

          “ Retained Assets ” has the meaning set forth in Section 2.2 .

          “ Retained Liabilities ” has the meaning set forth in Section 3.2 . “ Returns ” has the meaning set forth in Section 6.22(a) “ Seller ” has the meaning set forth in the preamble to this Agreement.

          “ Seller Group ” has the meaning set forth in the preamble to this Agreement.

          “ Seller Group Loan and Security Agreement ” means the Amended and Restated Loan and Security Agreement dated March 13, 2003, as further amended, between Star Financial Services, Inc. and the Lender.

          “ Seller’s Confidential Information ” has the meaning set forth in Section 10.1 .

          “ Shareholder ” has the meaning set forth in the preamble to this Agreement.

          “ Software ” means all computer software and code, including assemblers, applets, compilers, source code, object code, development tools, design tools, user interfaces and data, in any form or format, however fixed.

          “ Sublease ” has the meaning set forth in Section 5.2(l) .

          “ Subordinated Noteholders ” has the meaning set forth in Section 4.1 .

          “ Subordinated Notes ” has the meaning set forth in Section 4.1 .

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          “ Tangible Personal Property ” has the meaning set forth in Section 6.6(c) .

          “ Tax ” means (a) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding on amounts paid to or by the Seller, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any Taxing Authority, whether disputed or not, (b) any liability of the Seller for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability of the Seller for payment of such amounts was determined or taken into account with reference to the liability of any other entity and (c) any liability of the Seller for the payment of any amounts as a result of being a party to any Tax sharing agreements or arrangements (whether or not written) binding on the Seller or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person.

          “ Taxing Authority ” has the meaning set forth in Section 6.22(a) .

          “ Threat of Release ” means a substantial likelihood of a Release that requires action to prevent or mitigate damage to the Environment that might result from such Release.

          “ Trade Payables ” means bona fide trade payables of Seller evidenced by invoices reflecting Indebtedness incurred through the Closing Date.

          “ Trade Secrets ” means all inventions, discoveries, ideas, processes, designs, models, formulae, patterns, compilations, programs, devices, methods, techniques, processes, know-how, proprietary information, customer lists, software code, technical information, data and databases, drawings and blueprints, and all other information and materials that would constitute a trade secret under applicable law.

          “ Trademarks ” means all trademarks, trade names, fictitious business names, service marks, certification marks, collective marks and other proprietary rights to words, names, slogans, symbols, logos, devices, sounds, other things or combination thereof used to identify, distinguish and indicate the source or origin of goods or services, and all registrations, renewals and applications for registration, equivalents and counterparts of the foregoing, and the goodwill of Seller associated with each of the foregoing.

ARTICLE 2: PURCHASE AND SALE OF ASSETS

           2.1        Assets to be Transferred . At the Closing, the Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Seller’s right, title and interest in and to all assets, rights and properties of every nature, kind and description, whether tangible or intangible, owned, leased or licensed, real, personal or mixed (collectively, the “ Purchased Assets ”), including, without limitation, the following:

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          (a) A     ll prepaid expenses, advance payments and other similar deposits, including, without limitation, prepaid taxes, prepaid insurance, and deposits with suppliers and utilities (“ Prepaid Expenses ”);

          (b)      All accounts receivable, and other claims for money due to the Seller Group, including without limitation, such receivables consisting of payments due under the Consumer Notes, but not including the Subordinated Note of Malcolm S. Brook (collectively, the “ Accounts Receivable ”);

          (c)      All furniture, fixtures, machinery and equipment, including, without limitation, office equipment, supplies and other tangible property;

          (d)      All rights under the Consumer Contracts (collectively, the “ Assumed Contracts ”);

          (e)      All Intellectual Property;

          (f)      All of Seller’s computer equipment and hardware, including without limitation all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems, cellular phones, digital phones, personal radios, personal data assistants, hand held computers, laptop computers, notebook computers, pagers, “Palm Pilots, Blackberries and their equivalents” and other communication controllers, and any and all parts and appurtenances thereto, used primarily in connection with the Business;

          (g)      All of Seller’s right, title and interest in and to all telephone numbers (local and toll free), cellular numbers, and wireless numbers used by Seller in connection with the Business;

          (h)      All rights, claims, and causes of action of Seller against third parties (including Seller’s predecessors in title to the Purchased Assets) in respect of the Business or the Purchased Assets, including without limitation insurance claims, unliquidated rights under manufacturers’ and vendors’ warranties, rights of recovery, set offs, and credits, including sales tax credits due from the State of California;

          (i)      All licenses, permits, franchises, certificates of authority, certificates of occupancy, safety, fire and health approvals, or any waiver of any of the foregoing, issued to the Seller by any Governmental Authority, but only to the extent transferable;

          (j)      Except for the corporate minute books and related stock records and employment records of the Seller, all business records of the Seller, including, without limitation, all books, records, ledgers, files, documents, correspondence, lists, including, without limitation, customer lists (in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium), owned or maintained by the Seller;

          (k)      All rights, claims, and causes of action of Seller under or pursuant to all warranties, representations, indemnifications, hold harmless provisions, and guarantees

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made by suppliers, licensors, manufacturers, contractors, and others (including Seller’s predecessors in title to the Purchased Assets) in respect of the Business or the Purchased Assets; and

          (l)      All cash on hand of Seller on the Closing Date, which amount shall be at least $13,000.

           2.2       Retained Assets . Notwithstanding anything in this Agreement to the contrary, the Seller will retain only the Key Man Life Insurance Policies (the “ Retained Assets ”), and the Purchaser will in no way be construed to have purchased or acquired (or to be obligated to purchase or to acquire) any interest whatsoever in any of the Retained Assets.

           2.3       Delivery of Cash . In the event Seller delivers cash to the Purchaser in an amount less than as set forth in Section 2.1(l) at Closing, then the Seller Group shall pay the Purchaser in immediately available funds such shortfall no later than thirty (30) days after the Closing Date. Such shortfall shall bear interest at eight percent (8%) per annum until paid.

ARTICLE 3: LIABILITIES

           3.1       Assumed Liabilities . At the Closing, the Purchaser shall only assume and become responsible for, and shall thereafter pay, perform and discharge as and when due the following liabilities of the Seller (collectively, the “ Assumed Liabilities ”): all liabilities and obligations of the Seller as of the Closing Date arising under or related to the Assumed Contracts; provided , however , the Purchaser will not assume or be responsible for any such liabilities or obligations to be performed on or prior to the date of the Closing or that arise from breaches of such Assumed Contracts or defaults under such Assumed Contracts by Seller, all of which liabilities and obligations constitute Retained Liabilities.

           3.2       Retained Liabilities .

          (a)      Seller shall retain all liabilities and obligations of Seller, other than the Assumed Liabilities, including, but not limited to obligations of Seller to pay Trade Payables and obligations of Seller to pay Accrued Expenses (such retained liabilities and obligations of Seller are hereinafter collectively called the “ Retained Liabilities ”).

          (b)      Without limiting the foregoing, other than the Assumed Liabilities specifically identified in Section 3.1 , Purchaser shall not assume or take title to the Purchased Assets subject to, or in any way be liable or responsible for, any liabilities or obligations of Seller (whether or not referred to in any Schedule or Exhibit hereto), it being expressly acknowledged that it is the intention of the parties hereto that all liabilities and obligations that Seller have or may have in the future (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to Seller, and whether due or to become due), other than the Assumed Liabilities, shall be and remain the liabilities and obligations of Seller.

          (c)      Without limiting the generality of the foregoing, Purchaser shall not assume or take title to the Purchased Assets subject to, or in any way be liable or

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responsible for: (a) any liabilities and obligations of Seller relating to the Retained Assets; (b) any liability or obligation of Seller resulting from or relating to the employment relationship between Seller and any of Seller’s present or former employees engaged in connection with the ownership or operation of the Purchased Assets or the termination of any such employment relationship on or prior to the Closing Date, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by Seller on or prior to the Closing Date, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers’ compensation; (c) any liability or obligation of Seller in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Seller’s present or former employees engaged in connection with the ownership or operation of the Purchased Assets; or (d) any Tax liabilities or deficiencies, whether federal, state, or local, in each such case to the extent applicable to periods ending on or prior to the Closing Date.

          (d)      Except as set forth in Sections 8.1 and 8.3 below, Seller Group shall have no obligation to incur any expense or liability on and after the Closing Date for, or on behalf of, the Purchaser.

ARTICLE 4: PURCHASE PRICE

           4.1       Purchase Price . In consideration for the Purchased Assets, (i) the Purchaser shall pay the Assumed Liabilities when and as due on and after the Closing in the Ordinary Course of Business, (ii) the Purchaser shall pay or cause to be paid for the benefit of the Seller at Closing in immediately available funds an amount sufficient to repay the Indebtedness of the Seller to the Lender under the Seller Group Loan and Security Agreement (the “ Closing Payment ” ), which Closing Payment shall be paid directly to the Lender, and (iii) the Purchaser shall deliver promissory notes in the forms attached as Exhibit A and Exhibit B hereto (collectively, the “ Subordinated Notes ”) to the Persons set forth on Schedule 4.1 (collectively, the “ Subordinated Noteholders ”) and in the amounts set forth on Schedule 4.1 .

           4.2       Allocation of Purchase Price . The Purchase Price shall be allocated among the Purchased Assets in accordance with their fair market values as set forth on Schedule 4.2 attached hereto. Each of the parties hereto shall report the purchase and sale of the Purchased Assets in accordance with the allocations set forth on Schedule 4.2 for all Tax purposes.

ARTICLE 5: CLOSING AND DELIVERIES

           5.1       Closing . The closing of the transactions contemplated in this Agreement (the “ Closing ” ) shall take place on June 15, 2009, or such other date as the parties hereto may mutually determine (the date that the Closing takes place is referred to herein as the “ Closing Date ”).

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           5.2       Deliveries by the Seller Group . At the Closing, the Seller Group shall deliver to the Purchaser the following items:

          (a)      possession of the Purchased Assets;

          (b)      a reasonably current certificate of good standing of Seller issued by the Secretary of State of the state of incorporation of Seller;

          (c)      copies of resolutions of the Board of Directors and shareholders of Seller approving the execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, certified by an officer of Seller;

          (d)      a copy of the Bill of Sale, in the form of Exhibit C attached hereto, duly executed by the Seller;

          (e)      all warranties of all machinery and equipment, and all guarantees from all manufacturers and suppliers relating to any of the Purchased Assets;

          (f)      all contracts, files and other data and documents relating to the Purchased Assets;

          (g)      appropriate termination statements under the Uniform Commercial Code and other instruments as may be requested by the Purchaser to extinguish all Indebtedness of the Seller and all security interests related thereto to the extent directed by the Purchaser;

          (h)      copies of the promissory notes of the Seller made to Mark Waks and each of the Subordinated Noteholders marked “cancelled”;

          (i)      a check in the amount of $150,000 payable to the Purchaser in consideration for the Retained Assets;

          (j)      copies of executed consents identified on Schedule 6.4 ;

          (k)      a copy of the Sublease Agreement, in the form of Exhibit D attached hereto, duly executed by the Seller (the “ Sublease ”); and

          (l)      such other documents and instruments as the Purchaser may reasonably request to consummate the transactions contemplated hereby.

           5.3        Deliveries by the Purchaser . At the Closing, the Purchaser shall deliver to the Seller the following items:

          (a)      An assumption agreement in the form of Exhibit E attached hereto, executed by the Purchaser (the “ Assumption Agreement ”);

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          (b)      the Closing Payment;

          (c)      Subordinated Notes to each of the Subordinated Noteholders in the amounts set forth on Schedule 4.1 ;

          (d)      releases from the Lender of the Guarantors of their guarantees to the Lender of the payments due under the Seller Group Loan and Security Agreement;

          (e)      $97,000 to Mark Waks in consideration for the cancellation of his promissory note made by the Seller;

          (f)      the Sublease, duly executed by the Purchaser;

          (g)      copies of resolutions of the Board of Directors of the Purchaser approving the execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, certified by an officer of the Purchaser; and

          (h)      such other documents and instruments as the Seller may reasonably request to consummate the transactions contemplated hereby.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP

          Each member of the Seller Group, jointly and severally, hereby represents and warrants to the Purchaser, except as set forth in the Schedules to this Agreement, that the following representations and warranties are true and correct, as of the date hereof, and will be, as of the Closing Date, true and correct, except as set forth on the Schedules attached hereto and made a part hereof:

           6.1       Existence and Good Standing . Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified to do business as a foreign corporation and is in good standing in the jurisdictions set forth on Schedule 6.1 . Seller is not qualified to do business in any jurisdiction other than as set forth on Schedule 6.1 , and neither the nature of the business conducted by Seller, nor the property that Seller owns, leases or operates requires Seller to qualify to do business as a foreign corporation in any other jurisdiction. Other than as set forth on Schedule 6.1 , Seller does not hold, nor has a right to acquire, an equity interest in any other Person. The Shareholder owns, together with Maria Oronoz, directly or indirectly, all of the equity interests of Seller.

           6.2        Power . Seller has the requisite corporate power and authority to (a) own, operate and lease its properties and assets as and where currently owned, operated and leased, and (b) carry on its business as currently conducted. Each member of the Seller Group has the requisite power and authority to execute, deliver and perform fully his, her or its respective obligations under this Agreement and the Ancillary Agreements.

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           6.3       Validity and Enforceability . This Agreement and each of the Ancillary Agreements have been duly and validly executed and delivered to the Purchaser by the Seller Group. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of each member of the Seller Group, as applicable, and constitute the valid and legally binding obligations of each of the members of the Seller Group, enforceable against each member of the Seller Group in accordance with their respective terms, except as may be limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium, liquidation, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively, the “ General Enforceability Exceptions ”).

           6.4        No Conflict . Neither the execution of this Agreement or the Ancillary Agreements, nor the performance by any member of the Seller Group of his, her or its obligations hereunder or thereunder will (a) violate or conflict with Seller’s Articles of Incorporation, Bylaws or other organizational or governing document, as applicable, or any Law or Order, (b) violate, conflict with or result in a breach or termination of, or otherwise give any Person additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of any Contract, to which any member of the Seller Group is a party or by which any of the Purchased Assets are bound or (c) result in the creation or imposition of any Lien with respect to, or otherwise have an adverse effect upon, any of the Purchased Assets. Seller has provided Purchaser with true, correct and complete copies of Seller’s Articles of Incorporation and Bylaws.

           6.5       Consents . Except for the consent of Lender and as set forth on Schedule 6.5 , no consent, approval or authorization of any Person, including any Governmental Authority, is required to be made or obtained by the Seller in connection with the execution and delivery by any member of the Seller Group of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.

           6.6        Property .

          (a)       Title . Seller has good and marketable title to, or valid and enforceable leasehold interests in, all of the Purchased Assets, in each case free and clear of all Liens other than Liens of Lender, and Liens for current taxes, assessments, fees and other charges by Governmental Authorities which are not due and payable (collectively, the “ Permitted Exceptions ”). Other than the Permitted Exceptions, Seller has good and marketable indefeasible fee simple title to the real property, together with all of the improvements thereon, to those properties set forth on Schedule 6.6(a) (the “ Owned Real Property ” ).

          (b)      Real Property Leases . Schedule 6.6(b) sets forth a true and complete description of all real property leased, licensed to or otherwise used or occupied (but not owned) by the Seller (collectively, the “ Leased Real Property ”) including the address thereof, the annual fixed rental, the expiration of the term, any extension options and any

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security deposits. A true and correct copy of each such lease, license or occupancy agreement, and any amendments thereto, with respect to the Leased Real Property (collectively, the “ Real Property Leases ”) has been delivered to the Purchaser, and no changes have been made to any Real Property Leases since the date of delivery. All of the Leased Real Property is used or occupied by the Seller pursuant to a Real Property Lease. Each Real Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. Expect as set forth on Schedule 6.6(b) , there are no existing defaults by the Seller or the lessor under any of the Real Property Leases, and no event has occurred which (with no