a.

Seller shall use its reasonable best efforts to transition as much information as possible to Buyer, including Seller’s customers, clients, business relations, and goodwill.

b.

Seller shall provide to Buyer, on or about the Closing Date, all of its billing records, any other records relating to customer accounts, and any other records required by Buyer.

a)

Seller is a Limited Liability Company duly organized, validly existing, and in good standing under the laws of the State of Ohio. Seller has full corporate power and authority to execute and deliver this Agreement, to perform or cause to be performed its obligations hereunder, and to consummate or the transactions cause to be consummated.

b)

Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

c)

The execution of this Agreement and the consummation of the transaction contemplated herein does not conflict with or violate any provisions of or create a breach of any agreement to which Seller is a party.

d)

Seller has and will deliver to Buyer at Closing good and marketable title to all Assets to be transferred under this Agreement, free and clear of and from any claims, liens, encumbrances, security interest, or liabilities.

e)

Except as may be expressly contemplated in this Agreement, there has not been any material adverse change in the Assets, taken as a whole, or in the business of Seller, and such business of Seller has been conducted only in the ordinary course.

f)

The Seller paid or adequately provided for taxes or other charges levied, assessed, imposed, or accrued upon any of the Seller's property or in connection with the Seller’s business as of the date of this Agreement (including, without limitation, personal property tax, sales and use tax, and any income taxes).

g)

There is no claim, action, suit, proceeding, or investigation pending or, to the Knowledge of Seller, threatened, against or involving Seller or one or more of its subsidiaries which questions the validity of this Agreement or seeks to prohibit or forbid or otherwise challenge the transactions contemplated, and, to the Knowledge of Seller, there is no basis for any such claim, action, suit, proceeding or governmental investigation. “Knowledge” means, with respect to a Party, the actual or constructive knowledge of such Party, after due inquiry.

h)

Before the Closing, Seller shall deliver to Buyer true and correct copies of all equipment warranties, which are in the possession of Seller, of manufacturers and/or vendors affecting improvements and equipment or affecting any of the Assets being sold hereunder and/or used in connection with the Seller’s business.

i)

If any material adverse changes occur before the Closing Date as to any information, documents, schedules, or exhibits contained or referred to in this Agreement, Seller will immediately disclose the same to Buyer when first known to Seller.

j)

All of the Assets to be sold or the use thereof to be transferred to Buyer is now, and at the Closing will be, in good operating condition, in good condition of maintenance and repairs, and at least as good a condition as on the date hereof. Between the date hereof and the Closing Date, Seller will maintain such tangible properties and assets following good maintenance practice.

k)

No representation, warranty, or statement of Seller omits or will omit to state any material facts necessary to make each representation, warranty, or statement in this Agreement accurate in all material respects.

l)

The Seller is, and will be on the Closing Date, an “accredited investor”, as such term is defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), its representatives are experienced in investments and business matters, its representatives have made investments of a speculative nature in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Seller to utilize the information made available by the Buyer to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase of the Shares, which represents a speculative investment. The Seller is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

m)

The Seller understands and agrees that the Shares are “restricted stock” and have not been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the Securities Act (based in part on the accuracy of the representations and warranties of Seller contained herein), and that the Shares must be held indefinitely unless a subsequent disposition is registered under the Securities Act or any applicable state securities laws or is exempt from such registration.

n)

The Shares shall bear the following legend:

o)

The offer to sell the Shares was directly communicated to the Seller by the Buyer. At no time was the Seller presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

a)

Buyer is a corporation duly organized in the State of Nevada, validly existing, and in good standing under the laws of the State of Nevada.

b)

The execution of this Agreement and the consummation of the transaction contemplated herein does not conflict with or violate any provisions of the Articles of Incorporation of the Buyer or any other agreement to which the Buyer is a party.

c)

No representation, warranty, or statement of Buyer omits or will omit to state any material facts necessary to make each representation, warranty, or statement in this Agreement accurate in all material respects.

a)

There shall not have been from the date hereof to the Closing any damage, destruction, or loss, of or to the Assets, which is not covered by insurance.

b)

All covenants made by Seller which are to be performed at or before the Closing hereunder shall have been duly performed.

c)

All proceedings taken or to be taken in connection with the transactions contemplated by this Agreement shall be consummated at or before the Closing Date, and all documents, schedules, exhibits, and certificates shall be satisfactory in form and substance to Buyer. Buyer shall have received copies of all documents requested concerning said transaction.

d)

There shall not have been any material breach of the representations or warranties of Seller contained in this Agreement, and such representations and warranties shall continue to be true on the Closing Date.

a.

Seller’s Deliverables.

b.

Buyer’s Deliveries. At the Closing, the Buyer shall deliver to, or cause to be delivered to the Seller, the Purchase Price.

a.

all liabilities and obligations of, or claims against, the Buyer arising because of Seller’s ownership or control of the Assets before the Closing Date.

b.

any damage or deficiency resulting from misrepresentations or breach of a representation or warranty by Seller under this Agreement.

c.

all suits, proceedings, demands, assessments, judgments, costs, and expenses, including reasonable attorney’s fees, which may be imposed upon or incurred by or asserted against the Buyer incident to or arising out of any action, activity or operations of Seller’s business before and including the Closing Date.

d.

any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including without limitation, reasonable attorney fees, incident to any of the preceding provisions of this paragraph; provided, however, that Buyer shall give Seller notice in writing as soon as practicable of any such action, suit, proceeding, claim, demand or assessment against Buyer, and Seller shall have the option, at its own cost and expense, through counsel designated by it, to defend any such action or claim. Buyer shall have the right (but not the duty) to retain its counsel and participate in the defense of any action or settlement of any such claim undertaken by Seller.

e.

Promptly upon receipt of Buyer of a notice of a claim by a third party which may give rise to a claim for indemnification, Buyer shall give written notice thereof to Seller. If Seller gives to Buyer an agreement in writing, in a form satisfactory to Buyer’s counsel, to defend such claim, Seller may, at their sole expense, undertake the defense against such claim and may contest or settle such claim on such terms, at such time and in such manner, as Seller in its sole discretion shall elect and Buyer shall execute such documents and take such steps as may be reasonable necessary in the opinion of counsel for Seller to enable Seller to conduct the defense of such claims. In any event, each of the parties hereto shall have such access to the records and files of the other party hereto relating to any such claim as may be reasonably necessary to defend or participate in the defense thereof effectively.

a.

Casualty before Closing. If, before the Closing Date, any of the Assets shall be damaged by fire or any other casualty, the Buyer shall have the option (i) to terminate this Agreement without liability or (ii) to waive diminution in value and close under this Agreement, buying the Assets “as is,” in which event the Buyer shall be entitled to receive the proceeds of any insurance paid to Seller because of such loss or damage.

b.

Bulk Sale Law. The Buyer waives the Seller's compliance with any state's Bulk Sales Law provisions. The Seller agrees to indemnify the Buyer against and hold the Buyer harmless from any claims, demands, liabilities, and obligations arising out of the failure or alleged failure of the Seller to comply with any such law in respect of such sales transfers. Buyer and Seller shall jointly execute a letter to creditors of Sellers advising them of the sale.

c.

Governing Law and Forum. This Agreement shall be construed and enforced under the laws of the State of Ohio. The Parties agree that the proper and exclusive forum for any action or arbitration arising out of or relating to this Agreement will in the courts located in the State of Ohio and in no other place.

d.

Effect of Agreement. This Agreement sets forth the entire understanding of the Parties. It shall not be changed or terminated orally. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the Parties.

e.

Severability. In the event that any provisions of this Agreement shall, for any reason, be held invalid. In that case, the invalidity of such specific provision shall not be held to invalidate any other provisions of this Agreement, which shall, therefore, remain in full force and effect.

f.

Notices. Any notice or other communications required or permitted hereunder shall be sufficiently given if sent by hand delivery, facsimile transmission, overnight mail or registered or certified mail, postage prepaid, with return receipt requested, addressed as follows:

g.

Counterparts. This Agreement may be executed in counterparts, and all such executed counterparts shall be deemed to constitute a single Agreement.