<SUBMISSION>
<ACCESSION-NUMBER>0001065949-07-000119
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20070723
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20070725
<DATE-OF-FILING-DATE-CHANGE>20070724
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
<CIK>0000911441
<ASSIGNED-SIC>7340
<IRS-NUMBER>841214736
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-14244
<FILM-NUMBER>07997404
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1111 EAST TAHQUITZ CANYON WAY
<STREET2>SUITE 110
<CITY>PALM SPRINGS
<STATE>CA
<ZIP>92262
<PHONE>760-327-5284
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1111 EAST TAHQUITZ CANYON WAY
<STREET2>SUITE 110
<CITY>PALM SPRINGS
<STATE>CA
<ZIP>92262
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GLAS-AIRE INDUSTRIES GROUP LTD
<DATE-CHANGED>19951219
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>esp8k7242007vfinal.txt
<TEXT>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): July 23, 2007


                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)


                                     NEVADA
                             ---------------------
                 (State or other jurisdiction of incorporation)



          1-14244                                       84-1214736
--------------------------------------------------------------------------------
   (Commission File Number)                 (I.R.S. Employer Identification No.)

    1111 EAST TAHQUITZ CANYON WAY, SUITE 110, PALM SPRINGS, CALIFORNIA 92262
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (760) 327-5284
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                        GLAS-AIRE INDUSTRIES GROUP LTD.
             145 TYEE DRIVE, #1641, POINT ROBERTS, WASHINGTON 98281
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions.

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR240.14d-2(b))

[_]  Soliciting  material  pursuant  to  Rule  14a-12  under  Exchange  Act  (17
     CFR240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR240.13e-4(c))


<PAGE>

SECTION 8.  OTHER EVENTS

ITEM 8.01     OTHER EVENTS

         On July 23, 2007,  Environmental Service Professionals,  Inc., a Nevada
corporation (the Company"), Robert G. Johnson, an individual (the "Seller"), and
International   Association   Managers,   Inc.,  a  Minnesota  corporation  (the
"Manager")  closed the acquisition of all of the tangible and intangible  assets
(the "Acquired Assets") of International  Association  Managers,  Inc., National
Association of Real Estate  Appraisers,  Environmental  Assessment  Association,
Association  of  Construction   Inspectors,   Housing   Inspection   Foundation,
International  Real  Estate  Institute,  and  International  Society  of Meeting
Planners  (collectively,  the "Entities") by the Company.  Pursuant to the Asset
Purchase  Agreement,  dated  as of  April  3,  2007  (the  "APA")  covering  the
acquisition,  in  consideration  for the  transfer  of the  Acquired  Assets and
unearned revenue payable to the Company of approximately  $134,000,  the Company
paid the Seller a total amount of $659,000 in cash,  $5,000 of which the parties
agreed to allocate to the covenant not to compete below described. Additionally,
Seller is  associated  with the  National  Association  of Review  Appraisers  &
Mortgage Underwriters,  a non-profit  association.  Upon closing of the APA, the
Company  will  take  on  the  day-to-day  management   responsibilities  of  the
association.

         As an  inducement  to the  Company  to enter  into and to  perform  its
obligations  under the APA,  the  Seller  entered  into a  non-compete  covenant
pursuant to which the Seller agreed that for a minimum period of 36 months after
the closing of the APA, he will not compete with any current or related industry
association,  business  or  service  of the  Company,  whether  acting as (a) an
employee, agent, consultant,  employer, principal, partner, officer or director;
(b)  holder of five  percent or more of any class of equity  securities  or five
percent  or more of the  aggregate  principal  amount  of any  class  of  equity
securities  or five  percent or more of the  aggregate  principal  amount of any
class  of  debt,  notes  or  bonds of a  company  with  publicly  traded  equity
securities;   or  (c)  in  any  other  individual  or  representative   capacity
whatsoever,  in each case for his own account or the account of any other person
or  entity,  nor will he  engage in any  business  or trade  competing  with the
current or related  business  or trade of the Company as then  conducted  in the
United  States.  The Seller,  will  however,  stay  involved in the  association
business  related to the wine  industry and such  activity is  acceptable to the
Company.

         The  Entities  are  trade  associations  engaged  in  the  business  of
educating home and building inspectors,  appraisers and mortgage underwriters. A
copy of the APA and the  amendment  extending  the closing  date are attached to
this Report as Exhibit 99.1.


SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS

          (D)  Exhibits

               99.1 Asset  Purchase  Agreement  and  amendment  thereto  by  and
                    between   Robert  G.  Johnson,   International   Association
                    Managers,  Inc., and  Environmental  Service  Professionals,
                    Inc.





                                      -1-
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                               ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
                               -----------------------------------------
                               (Registrant)
Date:  July 24, 2007



                              /s/ Edward L. Torres, Chief Executive Officer
                              ---------------------------------------------
                               Edward L. Torres, Chief Executive Officer




























                                      -2-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>esp8kex991vfinal.txt
<TEXT>
                            ASSET PURCHASE AGREEMENT




                                 BY AND BETWEEN





                                ROBERT G. JOHNSON
                                   ("SELLER")

                                       AND

                    INTERNATIONAL ASSOCIATION MANAGERS, INC.
                                   ("MANAGER")

                                       AND

               ENVIRONMENTAL SERVICE PROFESSIONALS, INC. ("BUYER")








                               DATED APRIL 2, 2007

<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
<S>     <C>                                                                                                      <C>
                                                                                                          PAGE NO.

1        PURCHASE AND SALE OF ASSETS..............................................................................1

         1.1      SALE OF ACQUIRED ASSETS.........................................................................1

         1.2      PURCHASE PRICE..................................................................................2

         1.3      RISK OF LOSS....................................................................................2

         1.4      REMEDIES FOR DEFAULT BY SELLER..................................................................2

2        INTENTIONALLY LEFT BLANK.................................................................................2

3        INTENTIONALLY LEFT BLANK.................................................................................2

4        NON-COMPETE AGREEMENT....................................................................................2

5        OBLIGATIONS AND LIABILITIES..............................................................................3

6        CLOSING AND FURTHER ACTS.................................................................................3

         6.1      TIME AND PLACE OF CLOSING.......................................................................3

         6.2      ACTIONS AT CLOSING..............................................................................3

         6.3      CONDUCT OF BUSINESS PRIOR TO CLOSING............................................................4

         6.4      NO SOLICITATION AND DUE DILIGENCE ..............................................................5

7        REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS................................................5

         7.1      POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT................................................5

         7.2      SUBSIDIARIES....................................................................................5

         7.3      GOOD STANDING...................................................................................5

         7.4      CHARTER DOCUMENTS AND CORPORATE RECORDS.........................................................6

         7.5      FINANCIAL STATEMENTS............................................................................6

         7.6      INTENTIONALLY LEFT BLANK........................................................................6

         7.7      ABSENCE OF CHANGES..............................................................................6


                                                         i
<PAGE>

         7.8      ABSENCE OF UNDISCLOSED LIABILITIES..............................................................8

         7.9      CONTRACTS.......................................................................................8

         7.10     INTENTIONALLY LEFT BLANK........................................................................9

         7.11     ACQUIRED ASSETS.................................................................................9

         7.12     COMPLIANCE WITH LAWS; LICENSES AND PERMITS.....................................................10

         7.13     TAXES..........................................................................................10

         7.14     ENVIRONMENTAL COMPLIANCE MATTERS...............................................................11

         7.15     COMPENSATION...................................................................................11

         7.16     NO DEFAULT.....................................................................................11

         7.17     BUSINESS AND CUSTOMERS.........................................................................12

         7.18     INTENTIONALLY LEFT BLANK.......................................................................12

         7.19     PRODUCT WARRANTIES.............................................................................12

         7.20     PROPRIETARY RIGHTS.............................................................................12

         7.21     INSURANCE......................................................................................13

         7.22     LABOR RELATIONS................................................................................13

         7.23     EMPLOYEE BENEFITS..............................................................................13

         7.24     GOVERNING LAW..................................................................................14

         7.25     NO DISTRIBUTOR AGREEMENTS......................................................................14

         7.26     CONFLICT OF INTEREST TRANSACTIONS..............................................................14

         7.27     LITIGATION.....................................................................................14

         7.28     NON-CONTRAVENTION..............................................................................14

         7.29     APPROVALS......................................................................................15

         7.30     BROKERS........................................................................................15

         7.31     SPECIAL GOVERNMENT LIABILITIES.................................................................15


                                                        ii
<PAGE>

         7.32     FULL DISCLOSURE................................................................................15

         7.33     INTENTIONALLY LEFT BLANK.......................................................................15

         7.34     REPRESENTATIONS TRUE ON CLOSING DATE...........................................................15

8        REPRESENTATIONS AND WARRANTIES OF BUYER.................................................................15

         8.1      POWER AND AUTHORITY; BINDING NATURE OF AGREEMENT...............................................15

         8.2      GOOD STANDING..................................................................................15

         8.3      CHARTER DOCUMENTS AND CORPORATE RECORDS........................................................16

         8.4      INTENTIONALLY LEFT BLANK.......................................................................16

         8.5      FINANCIAL STATEMENTS...........................................................................16

         8.6      APPROVALS......................................................................................16

         8.7      BROKERS........................................................................................16

         8.8      INTENTIONALLY LEFT BLANK.......................................................................16

         8.9      REPRESENTATIONS TRUE ON CLOSING DATE...........................................................16

9        CONDITIONS TO CLOSING...................................................................................16

         9.1      CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE............................................16

         9.2      CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE...........................................18

         9.3      NOTICE REQUIREMENT.............................................................................18

10       FURTHER ASSURANCES AND POST CLOSING COVENANTS...........................................................19

         10.1     BOOKS, RECORDS AND FINANCIAL ACCOUNTS..........................................................19

         10.2     EMPLOYEE PLANS AND EMPLOYMENT..................................................................19

         10.3     EMPLOYEE PROPRIETARY INFORMATION, CONFIDENTIALITY, LOYALTY, AND NONSOLICITATION AGREEMENTS.....19

11       SURVIVAL OF REPRESENTATIONS AND WARRANTIES..............................................................20




                                                       iii
<PAGE>

12       INDEMNIFICATION.........................................................................................20

         12.1     INDEMNIFICATION BY SELLER......................................................................20

         12.2     INDEMNIFICATION BY BUYER.......................................................................20

         12.3     PROCEDURE FOR INDEMNIFICATION CLAIMS...........................................................20

13       INJUNCTIVE RELIEF.......................................................................................21

         13.1     DAMAGES INADEQUATE.............................................................................21

         13.2     INJUNCTIVE RELIEF..............................................................................22

14       INTENTIONALLY LEFT BLANK................................................................................22

15       WAIVERS. 22

16       SUCCESSORS AND ASSIGNS..................................................................................22

17       ENTIRE AND SOLE AGREEMENT...............................................................................22

18       CORPORATE STATUS........................................................................................22

19       COUNTERPARTS............................................................................................23

20       ATTORNEYS' FEES AND COSTS...............................................................................23

21       ASSIGNMENT..............................................................................................23

22       REMEDIES................................................................................................23

23       SECTION HEADINGS........................................................................................23

24       SEVERABILITY............................................................................................23

25       NOTICES................................................................................................ 23

26       PUBLICITY...............................................................................................25

27       CONFIDENTIALITY.........................................................................................25

EXHIBIT A:  List of Acquired Assets and Allocation of Purchase Price Among Acquired Assets
EXHIBIT B:  Assumed Liabilities
EXHIBIT C:  Material Contracts
EXHIBIT D:  Bill of Sale of Assets
</TABLE>




                                                        iv
<PAGE>


                            ASSET PURCHASE AGREEMENT

         This Asset  Purchase  Agreement (the  "Agreement")  is made and entered
into as of the 3rd day of  April  2007 by and  between  Robert  G.  Johnson,  an
individual (the "Seller"), International Association Managers, Inc., a Minnesota
corporation (the "Manager"),  and Environmental Service  Professionals,  Inc., a
Nevada  corporation  (the "Buyer" or  "Company"),  with respect to the following
facts:

                                 R E C I T A L S

         A.       Robert G. Johnson (the  "Seller") is the 100% owner of each of
                  the following  Minnesota entities:  International  Association
                  Managers,   Inc.,   National   Association   of  Real   Estate
                  Appraisers,  Environmental Assessment Association, Association
                  of Construction  Inspectors,  Housing  Inspection  Foundation,
                  International Real Estate Institute, and International Society
                  of Meeting Planners (collectively, the "Entities").

         B.       International  Association  Managers,  Inc.  is the manager of
                  each  of the  other  above-listed  entities  (the  "Manager").
                  Collectively,  the Entities are engaged in the  businesses  of
                  construction inspection, environmental inspection and testing,
                  promotion and  development  of home  inspection,  professional
                  realty  and  appraisal  reports,   the  provision  of  meeting
                  planners,  the  promotion  of ongoing  education  in appraisal
                  review,   and   mortgage   underwriting   (collectively,   the
                  "Business").

         C.       Seller is associated  with the National  Association of Review
                  Appraisers  & Mortgage  Underwriters  ("NARA"),  a  non-profit
                  association.  Since it is non-profit  organization,  it is not
                  included within the scope of the  transaction.  However,  upon
                  closing,   Buyer  will  take  on  the  day-to-day   management
                  responsibilities of the organization.

         D.       Seller  wishes to cause  the  Entities  to sell to Buyer,  and
                  Buyer wishes to purchase from the  Entities,  the Business and
                  substantially all of the assets  (collectively,  the "Acquired
                  Assets")  of the  Entities  on the  terms and  subject  to the
                  conditions set forth in this Agreement.

         NOW,  THEREFORE,  for good and valuable  consideration  the receipt and
sufficiency of which are hereby  acknowledged  by the parties to this Agreement,
and in light of the  above  recitals  to this  Agreement,  the  parties  to this
Agreement hereby agree as follows:

1        PURCHASE AND SALE OF ASSETS.

         1.1  SALE OF  ACQUIRED  ASSETS.  Upon the  terms,  and  subject  to the
conditions  set forth in this  Agreement  being  satisfied or waived as provided
herein,  at the Closing (as  defined in Section 6.1 of this  Agreement),  Seller
will cause the  Entities to sell,  transfer,  and assign to Buyer and Buyer will
purchase and accept from Seller substantially all of the tangible and intangible
assets of the  Entities,  presently  owned or leased by the  Entities,  wherever
located,  including,  but  not  limited  to  all  contractual  rights,  accounts
receivable, all other receivables,  cash, deposits, prepaid expenses, inventory,

                                      -1-
<PAGE>

engineering data, databases,  designs, computer hardware and software,  records,
works in process,  backlog,  intellectual property (including but not limited to
patents  and  licensing  agreements),   know-how,  trade  secrets,   inventions,
technology, entity names, websites, customers,  suppliers, membership contracts,
sales and marketing literature and processes,  techniques,  goodwill, web sites,
telephone lines and pricing  information related to the Business as set forth in
Exhibit A hereto (the "Acquired Assets"),  free and clear of all claims,  liens,
security interests, pledges and encumbrances (collectively "Encumbrances").

         1.2 PURCHASE  PRICE.  Upon the terms and  conditions  set forth in this
Agreement,  in  consideration  for the sale,  assignment,  and  transfer  of the
Acquired Assets and unearned revenue  liability of approximately $ 134,000.00 to
the Buyer,  the Buyer will pay to Seller a total amount of $659,000 in cash (the
"Cash Payment"), payable in its entirety upon the Closing. Further, consolidated
cash  and  prepaid  assets  must be equal to or  greater  than the  consolidated
unearned  revenue  liability.  The Cash  Payment  will be  allocated  among  the
Acquired  Assets  as  agreed  upon by the  Buyer  and the  Seller.  The  parties
acknowledge  that the  amount of the Cash  Payment  allocated  to the  assets in
Exhibit A to this Agreement represents the fair market value of such assets. The
parties  shall  allocate  $5,000 of the  Purchase  Price to the  covenant not to
compete provide in Section 4 of this  Agreement.  Buyer and Seller each agree to
report  the sale of the  Business  for  income  tax  purposes  according  to the
allocation.

         1.3 RISK OF LOSS. Pending consummation of the transaction  contemplated
herein,  all risk of loss, damage or destruction to the tangible Acquired Assets
will be borne by Seller and the Entities,  and the Purchase  Price being paid to
Seller by Buyer will, in the case of any such loss,  damage, or destruction,  be
adjusted  accordingly.  In the event of a significant  adjustment,  either party
will  have  the  option  to  terminate  the  purchase  contemplated  under  this
Agreement.

         1.4 REMEDIES  FOR DEFAULT BY SELLER.  It is  expressly  understood  and
agreed by the  parties  that,  in the event of any breach or  alleged  breach by
Seller of any of the  provisions  of this  Agreement,  this  indicated  that the
penalty would be not to make a payment.  This is a one-time  cash payment.  This
needs to be modified.

2        INTENTIONALLY LEFT BLANK.

3        INTENTIONALLY LEFT BLANK.

4        NON-COMPETE AGREEMENT.

         As an inducement to Buyer to enter into and to perform its  obligations
under this  Agreement,  Robert G. Johnson  covenants to enter into a non-compete
agreement with the Buyer on or before the Closing Date pursuant to which he will
agree  that for a minimum  period of 36 months  after the  Closing,  he will not
compete with any current or related industry association, business or service of
the Buyer,  whether  acting as (a) an  employee,  agent,  consultant,  employer,
principal,  partner,  officer or director; (b) holder of five percent or more of
any  class  of  equity  securities  or five  percent  or  more of the  aggregate
principal  amount of any class of equity  securities  or five percent or more of
the aggregate principal amount of any class of debt, notes or bonds of a company

                                      -2-
<PAGE>

with  publicly  traded  equity  securities;  or (c) in any other  individual  or
representative  capacity  whatsoever,  in each case for his own  account  or the
account of any other  person or entity,  nor will they engage in any business or
trade  competing  with the current or related  business or trade of the Buyer as
then  conducted  in the  United  States  (the  "Non-Compete  Agreement").  It is
understood  that Mr.  Johnson  will stay  involved in the  association  business
related to the wine industry and such  activity is acceptable to the Buyer.  Mr.
Johnson  acknowledges that the restrictions set forth in this Section 4 are fair
and reasonable with respect to their  duration,  scope and area. If, at the time
of enforcement of this Section 4, a court holds that the duration, scope or area
restrictions  stated herein are unreasonable under  circumstances then existing,
the parties agree that the maximum duration, scope or area reasonable under such
circumstances  will be substituted for a  court-determined  and stated duration,
scope or area.  In the event of any breach of any  provisions of this Section 4,
Buyer will have the right, in addition to any other rights and remedies existing
in its favor hereunder,  to enforce its rights and the obligations of the Seller
under this Section 4 not only by an action or actions for damages but also by an
action or actions for specific  performance and/or injunctive or other equitable
relief in order to enforce or prevent any  violations of the  provisions of this
Section 4.

5        OBLIGATIONS AND LIABILITIES.

         On the Closing  Date,  Buyer will NOT assume or be obligated to satisfy
or perform any liabilities,  obligations or payables of the Entities, other than
those  expressly  secured in  writing by  perfected  security  interests  in the
Acquired  Assets and those  specifically  listed and  subject to the  conditions
described in Exhibit B of this Agreement.

6        CLOSING AND FURTHER ACTS.

         6.1 TIME AND  PLACE OF  CLOSING.  Upon  satisfaction  or  waiver of the
conditions  set  forth  in  Section  9 of this  Agreement,  the  closing  of the
transactions  contemplated  by this Agreement (the "Closing") will take place at
1111 E. Tahquitz Canyon Way, Suite 110 Palm Springs,  California  92262 at 11:00
a.m.  (local time) on the date that the parties may  mutually  agree in writing,
but in no event later than April 15,  2007 (the  "Closing  Date").  In the event
that the Closing  does not occur by April 15, 2007 through no fault or breach of
this  Agreement by either party,  and the Closing Date is not extended by mutual
written  agreement of the Seller and the Buyer,  then either party may terminate
this Agreement without further obligation to the other party, except as provided
in Section 27 of this  Agreement.  Buyer  agrees to satisfy  this  Agreement  by
depositing the Cash Payment to Sellers bank account; Viking Savings Association,
1311 Broadway Street, Alexandria, Minnesota 56308. Seller agrees that upon Buyer
depositing the Cash Payment the transaction is complete.

         6.2 ACTIONS AT CLOSING. At the Closing, the following actions will take
place:
                  (a) Buyer will pay to Seller the Cash  Payment as described in
         Section 1.2 of this Agreement by delivery of cash or cash equivalents.

                  (b) Seller and the Entities  will execute and deliver to Buyer
         a bill of sale in a form  attached to this  Agreement as Exhibit D (the
         "Bill of Sale"),  transferring  to Buyer title to the  Acquired  Assets
         free and clear of all encumbrances, liens or claims.

                                       -3-
<PAGE>

                  (c)  Seller  will   deliver  to  Buyer   copies  of  necessary
         resolutions  of the Board of  Directors  and  Manager  of the  Entities
         authorizing the execution,  delivery, and performance of this Agreement
         and the other agreements  contemplated by this Agreement (including the
         Bill  of  Sale)  for  Seller's  execution,   and  consummation  of  the
         transactions  contemplated by this Agreement,  which  resolutions  have
         been  certified by an officer of the Manager as being valid and in full
         force and effect.

                  (d)  Buyer  will   deliver  to  Seller   copies  of  corporate
         resolutions  of  the  Board  of  Directors  of  Buyer  authorizing  the
         execution,  delivery and  performance  of this  Agreement and the other
         agreements  contemplated  by this Agreement for Buyer's  execution,  if
         any,  and  consummation  of  the  transactions   contemplated  by  this
         Agreement, which resolutions have been certified by an officer of Buyer
         as being valid and in full force and effect.

                  (e) Each party and each Entity will deliver to the other party
         true and complete copies of each party's  Certificate of  Incorporation
         and a Certificate  of Good Standing  from the  appropriate  official of
         each party's  jurisdiction of  incorporation,  which  certificates  and
         certificates  of good standing are dated not more than 30 days prior to
         the Closing Date.

                  (f) Any  additional  documents or  instruments  as a party may
         reasonably  request or as may be  necessary  to evidence and affect the
         sale,  assignment,  transfer and delivery of the Acquired Assets to the
         Buyer.

         6.3  CONDUCT OF  BUSINESS  PRIOR TO  CLOSING.  Except for  transactions
contemplated  by this  Agreement,  after the execution of this  Agreement by the
Buyer and until the Closing, Seller and the Entities will:

                  (a) Consistent with the ordinary course of business,  maintain
         the  operations  and  goodwill of the Business  and the  Entities,  and
         continue  relationships  with persons  having  business  dealings  with
         Entities; and

                  (b) Consistent with the ordinary course of business,  maintain
         all of the assets of the Entities in their current condition,  ordinary
         wear and tear  excepted,  and  insurance  on all of said assets in such
         amounts and of such kinds  comparable  to that in effect on the date of
         this Agreement; and

                  (c)  Maintain  the books,  accounts  and  records of  Entities
         consistent with its customary accounting policies consistently applied,
         including  recognition  of revenues and  expenses,  continue to collect
         accounts   receivable  and  pay  accounts   payable   utilizing  normal
         procedures and without  discontinuing  or accelerating  payment of such
         accounts  and  comply  with  all  contractual  and  other   obligations
         applicable to the Entities; and

                  (d) Not hire any officer,  director,  employee, agent or other
         similar  representative  of the Entities except  employees hired in the
         normal course of business; and

                                       -4-
<PAGE>

                  (e) Not incur any  indebtedness  for borrowed  money except in
         the  ordinary  course of  business,  and not  pledge or grant  liens or
         security interests in any of the Acquired Assets; and

                  (f) Not sell,  transfer  or  dispose  of any  Acquired  Assets
         except for sales in the ordinary course of business; and

                  (g) Not  distribute any assets of the Entities to any of their
         shareholders  or other  affiliates  of the  Entities,  or to any  other
         party; and

                  (h) Begin the year end financial process consistent with prior
         year practices.

         6.4 NO  SOLICITATION  AND DUE  DILIGENCE.  Seller and the Entities will
not,  nor will the Seller or the Entities  encourage,  facilitate,  solicit,  or
authorize any of its shareholders,  directors,  officers,  employees,  agents or
representatives  to  solicit  or enter  into any  discussion  (or  continue  any
discussion)  with any third party (including the provision of any information to
a third  party),  or  enter  into any  agreement  or  understanding  of any kind
regarding the purchase, sale, lease, assignment, conveyance or other disposition
or acquisition of all or any portion of the Acquired Assets, the Business or any
capital stock of the Seller,  for the period  commencing on the date first above
written and  extending  until April 15,  2007.  During this period and until the
Closing or  termination  of this  Agreement,  Seller and the Entities will fully
cooperate with the Buyer, the Company and their  representatives  to enable them
to conduct  complete due  diligence of the Seller,  the  Business,  the Acquired
Assets,  and the books,  records  and  documents  relating  to the  Seller,  the
Business and the Acquired Assets.

7        REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS.

         Seller and the Manager represent and warrant to Buyer as follows:

         7.1 POWER AND AUTHORITY;  BINDING  NATURE OF AGREEMENT.  Seller and the
Manager  have full  power and  authority  to enter  into this  Agreement  and to
perform its obligations hereunder.  The execution,  delivery, and performance of
this  Agreement by it have been duly  authorized by all necessary  action on its
part.  Assuming that this Agreement is a valid and binding obligation of each of
the other parties  hereto,  this Agreement is a valid and binding  obligation of
Seller and the Manager.

         7.2  SUBSIDIARIES.  The  Entities  have no other  corporation,  general
partnership,  limited partnership,  joint venture,  association,  trust or other
entity or  organization  which they directly or  indirectly  control or in which
they directly or indirectly own any equity or other interest.

         7.3  GOOD  STANDING.  The  Entities  (i) are  duly  organized,  validly
existing and in good standing under the laws of the  jurisdiction  in which they
are  incorporated,  (ii) have all  necessary  power and  authority  to own their
assets and to conduct their business as they are currently being conducted,  and
(iii) are duly  qualified or licensed to do business and are in good standing in
every  jurisdiction  (both  domestic and foreign)  where such  qualification  or
licensing is required.  Furthermore,  Seller has delivered to Buyer Certificates
of Good Standing from the jurisdiction for each entity.

                                       -5-
<PAGE>

         7.4 CHARTER  DOCUMENTS AND CORPORATE  RECORDS.  Seller has delivered to
Buyer complete and correct copies of (i) the articles of  incorporation,  bylaws
and other  charter or  organizational  documents of each Entity,  including  all
amendments  thereto,  (ii) the stock records of each Entity, if applicable,  and
(iii) the minutes and other records of the meetings and other proceedings of the
shareholders  and  directors  of  the  Entities.  None  of the  Entities  are in
violation  or  breach  of  (i)  any  of  the   provisions  of  its  articles  of
incorporation,  bylaws or other charter or organizational documents, or (ii) any
resolution adopted by its shareholders or directors. There have been no meetings
or other proceedings of the shareholders or directors of any Entity that are not
fully reflected in the appropriate  minute books or other written records of the
Entity.

         7.5 FINANCIAL  STATEMENTS.  Seller has delivered to Buyer the following
financial  statements relating to the Entities prior to the Closing (the "Entity
Financial  Statements"):  (i) the  unaudited  balance sheet of each Entity as of
December 31, 2006 and (ii) the unaudited operating statements of income and loss
for the year ended  December 31, 2006.  Except as stated therein or in the notes
thereto,  the Entity  Financial  Statements:  (a) present  fairly the  financial
position of the Entities as of the  respective  dates thereof and the results of
operations and changes in financial position of the Entities for the period from
January 1, 2006 to December 31, 2006;  and (b) have been  prepared in accordance
with the Entities'  customary  accounting policies applied on a consistent basis
throughout the periods covered. Seller has not effected any change in any method
of accounting or accounting practices.

         7.6      INTENTIONALLY LEFT BLANK.

         7.7 ABSENCE OF CHANGES.  Except as otherwise  set forth on Schedule 7.7
hereto or otherwise  disclosed to Buyer in writing  prior to the Closing,  since
December 31, 2006:

                  (a)  There  has not been any  material  adverse  change in the
         business,  condition,  assets,  operations or prospects of the Entities
         and no event has  occurred  that might  have an  adverse  effect on the
         business, condition, assets, operations or prospects of such Entities.

                  (b) The Entities have not (i) declared,  set aside or paid any
         dividend  or made any other  contribution  in  respect of any shares of
         capital stock, nor (ii) repurchased,  redeemed or otherwise  reacquired
         any shares of capital stock or other securities.

                  (c) The Entities have not sold or otherwise  issued any shares
         of capital stock or any other securities.

                  (d)  The  Entities   have  not  amended   their   articles  of
         incorporation, bylaws or other charter or organizational documents, nor
         have they  effected  or been a party to any  merger,  recapitalization,
         reclassification   of  shares,   stock  split,   reverse  stock  split,
         reorganization or similar transaction.

                                      -6-
<PAGE>

                  (e) The Entities have not formed any subsidiary or contributed
         any funds or other assets to any subsidiary.

                  (f) The Entities have not purchased or otherwise  acquired any
         assets,  nor have they leased any assets from any other person,  except
         in the ordinary course of business consistent with past practice.

                  (g) The Entities have not made any capital expenditure outside
         the ordinary course of business or inconsistent with past practice,  or
         in an amount  exceeding  ten thousand  dollars  ($10,000)  singly or in
         excess of fifty thousand  dollars  ($50,000) in the aggregate,  without
         Buyer's prior written consent.

                  (h) The Entities  have not sold or otherwise  transferred  any
         assets to any other person,  except in the ordinary  course of business
         consistent  with past  practice and at a price equal to the fair market
         value of the assets transferred.

                  (i) There has not been any loss,  damage or destruction to any
         of the properties or assets of the Entities  (whether or not covered by
         insurance).

                  (j) The  Entities  have not written off as  uncollectible  any
         indebtedness  or accounts  receivable,  except for write-offs that were
         made in the ordinary  course of business  consistent with past practice
         and that involved less than one thousand  dollars  ($1,000)  singly and
         less than ten thousand dollars ($10,000) in the aggregate.

                  (k) No Entity has leased any assets to any other person except
         in the ordinary course of business consistent with past practice and at
         a rental rate equal to the fair rental value of the leased assets.

                  (l) The Entities have not mortgaged,  pledged, hypothecated or
         otherwise  encumbered  any  assets,  except in the  ordinary  course of
         business consistent with past practice.

                  (m) The  Entities  have  not  entered  into  any  contract  or
         incurred any debt,  liability or other  obligation  (whether  absolute,
         accrued,  contingent or otherwise),  except for (i) contracts that were
         entered into in the ordinary  course of business  consistent  with past
         practice  and that  have  terms  of less  than  six  months  and do not
         contemplate  payments by or to the Entities which will exceed, over the
         term of the contract,  ten thousand dollars ($10,000) in the aggregate,
         (ii) current  liabilities  incurred in the ordinary  course of business
         consistent with the past practice,  and (iii)  transactions  related to
         customer  and supply  activities  incurred  in the  ordinary  course of
         business consistent with past practice.

                  (n) The  Entities  have not made  any loan or  advance  to any
         other  person,  except for advances that have been made to customers in
         the ordinary course of business  consistent with past practice and that
         have been properly reflected as "accounts receivables."

                                      -7-
<PAGE>

                  (o) The Entities  have not paid any bonus to, or increased the
         amount  of  the  salary,  fringe  benefits  or  other  compensation  or
         remuneration payable to, any of the employees of the Entities.

                  (p) No contract or other  instrument to which any Entity is or
         was a party or by which  any  Entity or any of its  assets  are or were
         bound has been amended or terminated,  except in the ordinary course of
         business consistent with past practice.

                  (q) The Entities have not discharged any lien or discharged or
         paid any  indebtedness,  liability  or  other  obligation,  except  for
         current  liabilities  that (i) are  reflected  in the Entity  Financial
         Statements as of December 31, 2006 or have been incurred since December
         31,  2006 in the  ordinary  course  of  business  consistent  with past
         practice,  and (ii) have been discharged or paid in the ordinary course
         of business consistent with past practice.

                  (r) The  Entities  have not  forgiven  any  debt or  otherwise
         released or waived any right or claim, except in the ordinary course of
         business consistent with past practice.

                  (s) The Entities  have not changed their methods of accounting
         or their accounting practices in any respect.

                  (t) The Entities have not entered into any transaction outside
         the ordinary course of business or inconsistent with past practice.

                  (u) The Entities  have not agreed or  committed  (orally or in
         writing) to do any of the things  described  in clauses (b) through (t)
         of this Section 7.7.

         7.8 ABSENCE OF  UNDISCLOSED  LIABILITIES.  The  Entities  have no debt,
liability or other  obligation  of any nature  (whether due or to become due and
whether  absolute,  accrued,  contingent or otherwise)  that is not reflected or
reserved  against in the Entity  Financial  Statements  as of December 31, 2006,
except for  obligations  incurred  since  December  31, 2006 in the ordinary and
usual course of business  consistent  with past practice.  Seller will cause the
Entities to satisfy and pay in full all liabilities of the Entities prior to the
Closing other than the Assumed Liabilities, and will provide written evidence of
such payments to Buyer prior to the Closing to Buyer's reasonable satisfaction.

         7.9      CONTRACTS.

                  (a)  Exhibit  C to this  Agreement  contains  a  complete  and
         accurate list of all contracts or agreements of the Entities  which are
         (i) material to the Business as currently  conducted;  (ii) are subject
         to default  or  termination  upon a change in control of the  Entities;
         (iii)  create  a   partnership   or  joint   venture;   (iv)  impose  a
         noncompetition  obligation  on any Entity,  or an officer,  director or
         employee  thereof;  or (v) relating to the employment of any individual
         on a full-time,  part-time,  consulting,  or other basis (collectively,
         "Material Contracts").

                                      -8-
<PAGE>

                  (b) Each Material  Contract is in full force and effect and is
         valid and enforceable in accordance with its terms.

                  (c) No event has  occurred  or  circumstance  exists  that may
         contravene,  conflict  with or result in a  violation  or breach of, or
         give any party to a Material Contract the right to declare a default or
         exercise  any remedy  thereunder,  or to  accelerate  the  maturity  or
         performance  of,  or to  cancel,  terminate,  or  modify  any  Material
         Contract.

                  (d) Neither Seller nor any of its affiliates have received any
         written notice regarding any actual,  alleged or potential violation or
         breach of, or default under,  any Material  Contract which has not been
         entirely cured.

         7.10     INTENTIONALLY LEFT BLANK.

         7.11     ACQUIRED ASSETS.

                  (a) The  execution  and  delivery  of this  Agreement  and the
         consummation of the transactions contemplated hereby will not result in
         a breach of the terms and  conditions of, or result in a loss of rights
         under,  or result in the  creation of any lien,  charge or  encumbrance
         upon, any of the Acquired Assets.

                  (b) The Entities have good and marketable  title to all of the
         Acquired  Assets,  free and  clear  of all  mortgages,  liens,  leases,
         pledges, charges, encumbrances, equities or claims, except as expressly
         disclosed in Exhibits A or B to this Agreement.

                  (c)  The  Entities  own  all   copyrights,   trademarks,   and
         tradenames  related to the Business listed in Schedule  7.11(c) of this
         Agreement, and the use of such copyrights,  trademarks,  and tradenames
         has not and will not infringe on the rights of any third party.

                  (d) The  Acquired  Assets  are  not  subject  to any  material
         liability,  absolute or contingent,  which is not listed as a liability
         in Exhibit A or B to this  Agreement,  nor are the Entities  subject to
         any liability,  absolute or contingent, which has not been disclosed to
         and  acknowledged by Buyer in writing prior to the Closing Date.  Buyer
         specifically  acknowledges the existence of Seller's liabilities listed
         in Schedule 7.11(d) of this Agreement, although it is only assuming the
         Assumed Liabilities listed in Exhibit B of this Agreement.

                  (e) The list of Acquired Assets set forth in Exhibit A of this
         Agreement  is an  accurate  description  of all of  the  assets  of the
         Entities or used in the business of the Entities.

                  (f) The list of Acquired Assets set forth in Exhibit A to this
         Agreement  contains  a list  of  all  contracts,  potential  customers,
         agreements,  licenses,  leases,  arrangements,  commitments  and  other
         undertakings  to  which  any  Entity  is a party  or by which it or its
         property  is  bound.  Except as  specified  in  Exhibit  A, all of such
         contracts,  agreements,  leases,  licenses and  commitments  are valid,
         binding  and in full  force and  effect,  and are  assignable  to Buyer

                                      -9-
<PAGE>

         without the consent of any other party or if consent is required,  such
         consent  will be obtained by the  Entities in writing and  delivered to
         the Buyer on or before the Closing.

                  (g) Upon the  consummation  of the  transactions  contemplated
         hereby,  Buyer will be entitled to use the Acquired  Assets to the full
         extent  that  the  Entities  used  the  same  immediately  prior to the
         transfer of the Acquired Assets.

         7.12 COMPLIANCE WITH LAWS;  LICENSES AND PERMITS.  The Entities are not
in  violation  of,  nor have  they  failed to  conduct  their  business  in full
compliance  with,  any  applicable  federal,   state,  local  or  foreign  laws,
regulations, rules, treaties, rulings, orders, directives or decrees. Seller has
delivered to Buyer complete and correct copies of all of the licenses,  permits,
authorizations  and  franchises  to which the  Entities are subject and all said
licenses, permits, authorizations and franchises are valid and in full force and
effect. Said licenses, permits,  authorizations and franchises constitute all of
the licenses,  permits,  authorizations  and franchises  necessary to permit the
Entities  to  conduct  their  business  in the  manner  in which it is now being
conducted,  and the Entities are not in violation or breach of any of the terms,
requirements or conditions of any of said licenses,  permits,  authorizations or
franchises.

         7.13 TAXES.  Subject to Section 7.8 above, the Entities have accurately
and completely filed with the appropriate United States state, local and foreign
governmental  agencies all tax returns and reports required to be filed (subject
to permitted extensions applicable to such filings),  and has paid or accrued in
full all taxes, duties, charges,  withholding obligations and other governmental
liabilities as well as any interest, penalties,  assessments or deficiencies, if
any,  due to, or  claimed to be due by, any  governmental  authority  (including
taxes on properties,  income,  franchises,  licenses, sales and payrolls).  (All
such items are collectively referred to herein as "Taxes"). The Entity Financial
Statements  fully accrue or reserve all current and deferred taxes. The Entities
are not a party to any pending action or  proceeding,  nor is any such action or
proceeding  threatened  by any  governmental  authority  for the  assessment  or
collection of Taxes.  No liability for taxes has been incurred other than in the
ordinary  course of business.  There are no liens for Taxes except for liens for
property  taxes  not yet  delinquent.  The  Entities  are not a party to any Tax
sharing,  Tax allocation,  Tax indemnity or statute of limitations  extension or
waiver  agreement and in the past year has not been included on any consolidated
combined or unitary return with any entity other than the Entities. The Entities
have  duly  withheld  from  each  payment  made to each  person  from  whom such
withholding is required by law the amount of all Taxes or other sums  (including
but not limited to United States federal income taxes,  any applicable  state or
municipal income tax, disability tax,  unemployment  insurance  contribution and
Federal Insurance  Contribution Act taxes) required to be withheld therefrom and
has paid the same to the proper tax  authorities  prior to the due date thereof.
To the extent any Taxes  withheld by the  Entities  have not been paid as of the
Closing Date because such Taxes were not yet due, such Taxes will be paid to the
proper tax authorities in a timely manner. All Tax returns filed by the Entities
are accurate and comply with and were  prepared in  accordance  with  applicable
statutes and regulations. All Tax returns required to be filed after the Closing
Date,  for any period ending on or prior to the Closing  Date,  will be prepared
and  filed by the  Entities  in  compliance  with all  applicable  statutes  and
regulations.  Seller will pay for and be responsible  for any and all applicable
sales  or  transfer   taxes  incurred  in  connection   with  the   transactions
contemplated by this Agreement.

                                      -10-
<PAGE>

         7.14 ENVIRONMENTAL  COMPLIANCE MATTERS. To the best of the knowledge of
Seller, without conducting any study or independent investigation,  the Entities
have at all  relevant  times  with  respect  to the  Business  been in  material
compliance  with  all  environmental  laws,  and  has  received  no  potentially
responsible  party notices or similar notices from any governmental  agencies or
private  parties  concerning  releases or threatened  releases of any "hazardous
substance" as that term is defined under 42 U.S.C. 960 (1)(14).

         7.15 COMPENSATION. Since January 1, 2007, the Entities have not paid or
committed  to pay to or for  the  benefit  of any of its  hourly  employees  any
compensation  of any kind other than wages,  salaries  and benefits at times and
rates in effect on January 1, 2007.  The current four (4) hourly  employees  are
paid $11 an hour or less and do not have any benefits  including but not limited
to medical and dental  insurance  benefits.  Employee's  hourly wage will not be
amended or supplemented  with any employee profit sharing,  stock option,  stock
purchase,  pension, bonus, incentive,  retirement,  medical reimbursement,  life
insurance,   deferred  compensation  or  any  other  employee  benefit  plan  or
arrangement. The Entities do not have any bonus plan or obligations with respect
to any bonus plan for hourly employees. Buyer has no obligation to adopt that or
any other bonus plan. Seller has provided Buyer with a full and complete list of
all officers,  directors,  employees and  consultants  of the Entities as of the
date hereof, specifying their names and job designations, their dates of hire.
         7
         7.16     NO DEFAULT.

                  (a) Each of the  contracts,  agreements  or other  instruments
         referred  to in Exhibit C to this  Agreement  and each  other  material
         contract of the Entities,  if any, is a legal,  binding and enforceable
         obligation  by or  against  the  Entities,  subject  to the  effect  of
         applicable bankruptcy, insolvency, reorganization,  moratorium or other
         similar federal or state laws affecting the rights of creditors and the
         effect or availability of rules of law governing specific  performance,
         injunctive  relief or other equitable  remedies  (regardless of whether
         any such remedy is considered in a proceeding at law or in equity).  No
         party  with whom  Seller has an  agreement  or  contract  is in default
         thereunder  or has breached any terms or  provisions  thereof  which is
         material to the conduct of the Entities' business.

                  (b) The Entities have performed,  or are now  performing,  the
         obligations of, and the Entities are not in material  default (or would
         by the  lapse of time  and/or  the  giving  of  notice  be in  material
         default) in respect of, any contract,  agreement or commitment  binding
         upon him or his assets or properties and material to the conduct of his
         Entities'  Business.  No third  party has raised any claim,  dispute or
         controversy  with  respect  to any of the  executory  contracts  of the
         Entities,  nor  has  Seller  received  notice  of  warning  of  alleged
         nonperformance,  delay in delivery or other noncompliance by any Entity
         with respect to its obligations  under any of those contracts,  nor are
         there any facts which exist  indicating that any of those contracts may
         be totally or partially  terminated  or suspended by the other  parties
         thereto.

         7.17 BUSINESS AND  CUSTOMERS.  Seller has provided Buyer a complete and
accurate  list and  provided  Buyer with the right to inspect  true and complete
copies of (a) a written  list of all the  Entities'  customers as of the Closing
Date,  (b) the amount for which each such  customer was invoiced  during the one

                                      -11-
<PAGE>

year  period  ending  December  31,  2006,  and (c) the  expiration  date of the
Seller's contracts with such customers.  Except as otherwise  disclosed to Buyer
in writing,  Seller has received no notice and,  has no reason to believe,  that
any significant customer of any Entity (i) has ceased, or will cease, to use the
products,  goods, or services of any Entity, (ii) has substantially  reduced, or
will substantially reduce, the use of products, goods, or services of any Entity
or  (iii)  has  sought,  or is  seeking,  to  reduce  the  price it will pay for
products,  goods,  or services of any Entity,  including  in each case after the
consummation of the transactions  contemplated hereby. No customer of any Entity
described in clause (a) of this  section has  otherwise  threatened  to take any
action  described in the preceding  sentence as a result of the  consummation of
the transactions contemplated by this Agreement.

         7.18     INTENTIONALLY LEFT BLANK.

         7.19 PRODUCT  WARRANTIES.  Except as otherwise  disclosed in writing to
Buyer prior to the Closing and for warranties  under  applicable  law, (a) there
are no  warranties,  express or implied,  written or oral,  with  respect to the
products  of any  Entity,  (b) there are no pending or  threatened  claims  with
respect to any such warranty,  and (c) each Entity has no, and after the Closing
Date, will have no liability with respect to any such warranty, whether known or
unknown,  absolute,  accrued,  contingent,  or  otherwise  and whether due or to
become due, other than customary returns in the ordinary course of business that
are fully reserved against in the Entity Financial Statements.

         7.20     PROPRIETARY RIGHTS.

                  (a) In Exhibit A hereto,  Seller has provided Buyer in writing
         a complete list of all software,  patents and applications for patents,
         trademarks,   trade  names,   service  marks,   and   copyrights,   and
         applications therefore,  owned or used by any Entity or in which it has
         any  rights or  licenses,  except for  software  used by any Entity and
         generally available on the commercial market. Seller has provided Buyer
         with a complete  and  accurate  description  of all  agreements  of all
         Entities  with each  officer,  employee  or  consultant  of each Entity
         providing  the  Entity  with title and  ownership  to  patents,  patent
         applications,  trade secrets and  inventions  developed or used by each
         Entity in its business.  All of such agreements so described are valid,
         enforceable and legally binding,  subject to the effect or availability
         of rules of law governing  specific  performance,  injunctive relief or
         other  equitable  remedies  (regardless  of whether  any such remedy is
         considered in a proceeding at law or in equity).

                  (b) Each Entity owns or possesses  licenses or other rights to
         use  all  computer  software,   software  programs,   patents,   patent
         applications,   trademarks,   trademark  applications,  trade  secrets,
         service marks, trade names, copyrights,  inventions, drawings, designs,
         customer lists, propriety know-how or information, or other rights with
         respect thereto  (collectively  referred to as  "Proprietary  Rights"),
         used in the business of each  Entity,  and the same are  sufficient  to
         conduct  each  Entity's  business  as it has  been  and  is  now  being
         conducted.

                  (c) The  operations  of each  Entity do not  conflict  with or
          infringe,  and no one has asserted to any Entity that such  operations
          conflict with or infringe on any Proprietary  Rights owned,  possessed

                                      -12-
<PAGE>

          or used by any third party.  There are no claims,  disputes,  actions,
          proceedings,  suits or appeals pending against any Entity with respect
          to any Proprietary Rights, and to the knowledge of the Seller none has
          been  threatened  against any  Entity.  To the best  knowledge  of the
          Seller  there are no actual or alleged  facts which  would  reasonably
          serve as a basis for any claim that any Entity does not have the right
          to use, free of any rights or claims of others, all Proprietary Rights
          in the development, manufacture, use, sale or other disposition of any
          or all products or services presently being used, furnished or sold in
          the  conduct of the  business of each Entity as it has been and is now
          being conducted.

                  (d) No employee of any Entity is in  violation  of any term of
         any  employment  contract,   proprietary   information  and  inventions
         agreement,   non-competition   agreement,  or  any  other  contract  or
         agreement relating to the relationship of any such employee with Seller
         or any previous employer.

         7.21  INSURANCE.  Seller has provided Buyer with a complete list of all
policies of  insurance  to which each Entity is a party or is a  beneficiary  or
named insured as of the Closing Date.  Each Entity has in full force and effect,
with all premiums due thereon paid, the policies of insurance set forth therein.
All the insurable  properties of each Entity are insured in amounts and coverage
and against risks and losses which are adequate and usually  insured  against by
persons holding or operating  similar  properties in similar  businesses.  There
were no claims in excess of $10,000 asserted or currently  outstanding under any
of the insurance policies of any Entity in respect of all motor vehicle, general
liability, errors and omissions, workers compensation, and medical claims during
the one year period ending on December 31, 2006.

         7.22  LABOR  RELATIONS.  None  of  the  employees  of  any  Entity  are
represented  by  any  union  or  are  parties  to  any   collective   bargaining
arrangement,  and no attempts  are being made to organize or unionize any of any
Entity's  employees.  Except  as  disclosed  in  writing  to Buyer  prior to the
Closing,  there is not presently pending or existing, and there is not presently
threatened,  any (a)  strike,  slowdown,  picketing,  work  stoppage or employee
grievance process, or (b) action,  arbitration,  audit, hearing,  investigation,
litigation, or suit (whether civil, criminal, administrative,  investigative, or
informal)  against or affecting any Entity relating to the alleged  violation of
any legal requirement  pertaining to labor relations or employment matters. Each
Entity is in compliance  with all  applicable  laws  respecting  employment  and
employment  practices,  terms and  conditions  of  employment,  wages and hours,
occupational safety and health and is not engaged in any unfair labor practices.
Each  Entity is in  compliance  with the  Immigration  Reform and Control Act of
1986.

         7.23 EMPLOYEE BENEFITS.  Seller has provided Buyer with a complete list
of all  employee  payroll and  benefit  plans of each  Entity (i)  currently  in
effect, and (ii) with respect to which may have any liability or obligation (the
"Employee  Plans").  The  Seller  has  made  available  to  Buyer a copy of each
Employee Plan, including any amendments thereto and all related trust agreements
and insurance  contracts and, to the extent any Employee Plan is not in writing,
a short summary of such plan has been provided to Buyer. All Employee Plans have
been  administered in substantial  compliance  with their terms,  except for any
noncompliance  that could not be reasonably  expected to have a material adverse
effect on the Seller, its Business,  or the Acquired Assets. Except as disclosed

                                      -13-
<PAGE>

to Buyer by Seller in writing,  none of the  employees of the Seller are covered
by a collective bargaining agreement or any multi-employer plan.

         7.24  GOVERNING  LAW.  The Manager has elected to be treated as, and is
currently  governed by,  Subchapter C of the Internal  Revenue Code of 1986,  as
amended.

         7.25 NO DISTRIBUTOR AGREEMENTS. Except as disclosed in writing to Buyer
prior to the Closing, none of the Entities is a party to, nor is the property of
any Entity  bound by, any  distributors'  or  manufacturer's  representative  or
agency agreement.

         7.26 CONFLICT OF INTEREST TRANSACTIONS. No past or present shareholder,
director,  officer or employee of any  Entities  (i) is indebted  to, or has any
financial,  business or contractual relationship or arrangement with any Entity,
or (ii) has any direct or  indirect  interest  in any  property,  asset or right
which  is owned or used by the  Entities  or  pertains  to the  business  of the
Entities.

         7.27  LITIGATION.  There  is  no  action,  suit,  proceeding,  dispute,
litigation,  claim, complaint or investigation by or before any court, tribunal,
governmental  body,  governmental  agency or arbitrator  pending or, to Seller's
knowledge,  threatened  against  or with  respect  to any  Entity  which  (i) if
adversely  determined  would have an adverse effect on the business,  condition,
assets,  operations  or prospects  of any Entity,  or (ii)  challenges  or would
challenge  any of the  actions  required to be taken by the Seller or any Entity
under  this  Agreement.  There  exists  no  basis  for any  such  action,  suit,
proceeding, dispute, litigation, claim, complaint or investigation.

         7.28  NON-CONTRAVENTION.  Except as otherwise disclosed herein, neither
(a) the execution and delivery of this  Agreement,  nor (b) the  performance  of
this  Agreement  will:  (i)  contravene  or result in a violation  of any of the
provisions of the organizational  documents of the Entities;  (ii) contravene or
result in a violation of any resolution adopted by the shareholders or directors
of the  Entities;  (iii)  result in a violation or breach of, or give any person
the right to declare (whether with or without notice or lapse of time) a default
under or to terminate,  any agreement or other instrument to which any Entity is
a party or by which any Entity or any of its  assets  are  bound;  (iv) give any
person  the  right to  accelerate  the  maturity  of any  indebtedness  or other
obligation  of any  Entity;  (v)  result  in the  loss of any  license  or other
contractual  right of any Entity;  (vi) result in the loss of, or in a violation
of any of the terms,  provisions or  conditions  of, any  governmental  license,
permit,  authorization or franchise of any Entity;  (vii) result in the creation
or imposition of any lien,  charge,  encumbrance  or  restriction  on any of the
assets of any Entity;  (viii) result in the  reassessment  or revaluation of any
property of any Entity; by any taxing authority or other governmental authority;
(ix) result in the imposition  of, or subject any Entity;  to any liability for,
any  conveyance or transfer tax or any similar tax; or (x) result in a violation
of any law, rule, regulation,  treaty,  ruling,  directive,  order,  arbitration
award,  judgment  or decree to which  Seller or any of its assets or any limited
liability interests are subject.

         7.29  APPROVALS.   No   authorization,   consent  or  approval  of,  or
registration  or filing  with,  any  governmental  authority  is  required to be
obtained or made by any Entity in  connection  with the  execution,  delivery or
performance of this Agreement, including the conveyance to Buyer of the Business
and the Acquired Assets.

                                      -14-
<PAGE>

         7.30 BROKERS. Seller has not agreed to pay any brokerage fees, finder's
fees or other fees or commissions with respect to the transactions  contemplated
by this Agreement, and, to Seller's knowledge, no person is entitled, or intends
to claim  that it is  entitled,  to  receive  any such  fees or  commissions  in
connection with such transaction.

         7.31 SPECIAL GOVERNMENT  LIABILITIES.  The Entities have no existing or
pending liabilities,  obligations or deferred payments due to any federal, state
or local government agency or entity in connection with its business or with any
program  sponsored or funded in whole or in part by any federal,  state or local
government agency or entity, nor is the Seller aware of any threatened action or
claim or any  condition  that could  support an action or claim  against the any
Entity,  the  Acquired  Assets  or the  Business  for any of  said  liabilities,
obligations or deferred payments.

         7.32 FULL  DISCLOSURE.  Neither this Agreement  (including the exhibits
hereto) nor any statement,  certificate or other document  delivered to Buyer by
or on behalf of  Seller or the  Entities  contains  any  untrue  statement  of a
material  fact or  omits  to  state  a  material  fact  necessary  to  make  the
representations   and  other   statements   contained  herein  and  therein  not
misleading.

         7.33     INTENTIONALLY LEFT BLANK.

         7.34  REPRESENTATIONS  TRUE ON CLOSING DATE.  The  representations  and
warranties  of Seller set forth in this  Agreement  are true and  correct on the
date  hereof,  and will be true and correct on the  Closing  Date as though such
representations and warranties were made as of the Closing Date.

         Buyer's  knowledge  will  not  act as a  waiver  of any  breach  of the
representations and warranties contained herein by Seller and the Manager.

8        REPRESENTATIONS AND WARRANTIES OF BUYER.

         Buyer represents and warrants to Seller as follows:

         8.1 POWER AND AUTHORITY;  BINDING  NATURE OF AGREEMENT.  Buyer has full
power and authority to enter into this Agreement and to perform its  obligations
hereunder.  The execution,  delivery and  performance of this Agreement by Buyer
have been duly  authorized  by all necessary  action on its part.  Assuming that
this Agreement is a valid and binding obligation of the other party hereto, this
Agreement is a valid and binding obligation of Buyer.

         8.2 GOOD STANDING. Buyer (i) is duly organized, validly existing and in
good standing under the laws of the  jurisdiction  in which it is  incorporated,
(ii) has all necessary  power and authority to own its assets and to conduct its
business as it is  currently  being  conducted,  and (iii) is duly  qualified or
licensed to do business  and is in good  standing  in every  jurisdiction  (both
domestic and foreign) where such qualification or licensing is required.

         8.3 CHARTER  DOCUMENTS  AND CORPORATE  RECORDS.  Buyer has delivered to
Seller complete and correct copies of (i) the articles of incorporation,  bylaws

                                      -15-
<PAGE>

and other charter or organizational documents of Buyer, including all amendments
thereto,  (ii) the stock  records  of Buyer,  and  (iii) the  minutes  and other
records of the meetings and other  proceedings of the shareholders and directors
of Buyer.  Buyer is not in violation or breach of (i) any of the  provisions  of
its  articles  of  incorporation,  bylaws  or other  charter  or  organizational
documents,  or (ii) any  resolution  adopted by its  shareholders  or directors.
There  have  been no  meetings  or  other  proceedings  of the  shareholders  or
directors of Buyer that are not fully reflected in the appropriate  minute books
or other written records of Buyer.

         8.4 INTENTIONALLY LEFT BLANK.

         8.5  FINANCIAL  STATEMENTS.  The  Company has  delivered  to Seller the
following  financial  statements  (the  "Company  Financial  Statements"):   the
unaudited income statements and statement of operations of the Company as of and
for the fiscal year ended December 31, 2006, and the unaudited  balance sheet of
the Company as of December 31, 2006.

         8.6   APPROVALS.   No   authorization,   consent  or  approval  of,  or
registration or filing with, any  governmental  authority or any other person is
required  to be  obtained  or made by Buyer in  connection  with the  execution,
delivery or performance of this Agreement.

         8.7 BROKERS.  Buyer has not agreed to pay any brokerage fees,  finder's
fees or other fees or commissions with respect to the transactions  contemplated
by this Agreement,  and, to Buyer's knowledge, no person is entitled, or intends
to claim  that it is  entitled,  to  receive  any such  fees or  commissions  in
connection with such transactions.

         8.8 INTENTIONALLY LEFT BLANK.

         8.9  REPRESENTATIONS  TRUE ON CLOSING  DATE.  The  representations  and
warranties of Buyer set forth in this Agreement are true and correct on the date
hereof,  and  will be true  and  correct  on the  Closing  Date as  though  such
representations and warranties were made as of the Closing Date.

9        CONDITIONS TO CLOSING.

         9.1  CONDITIONS  PRECEDENT  TO  BUYER'S  OBLIGATION  TO CLOSE.  Buyer's
obligation  to close the asset  purchase as  contemplated  in this  Agreement is
conditioned upon the occurrence or waiver by Buyer of the following:

                  (a) Seller and the  Entities  must have turned over all rights
         to the corporate names, websites and technologies,  software databases,
         training  programs,  all  printed  material  and  other  related  items
         regarding  International  Association  Managers,  Inc.  and  all  other
         Entities to Buyer.  The  transaction  shall not include  furniture  and
         equipment; however the Buyer has the right to negotiate for the pricing
         of  these  objects  with  the  Seller,  separate  and  apart  from  the
         Agreement.

                  (b)  Seller  agrees to allow  Buyer to utilize  the  Entities'
         current location at 1224 North Nokomis NE, Alexandria,  Minnesota 56308
         during the  transition  and  relocation  of the  Entities  to  Phoenix,

                                      -16-
<PAGE>

         Arizona  for a period not longer than 90 days after  Closing.  Rent for
         each month  shall be $1,000,  and shall be on a  month-to-month  basis.
         Should  the Buyer  move from the  premises  before the end of any given
         month,  rent for  that  month  shall  be paid in full,  and will not be
         prorated. Rent includes the use of all equipment, computer hardware and
         all  other  equipment  within  the  premises;   however,  all  expenses
         associated with operating such equipment is the Buyers  responsibility.
         Rent  does not  include  phones,  electric,  gas,  oil,  etc.  and upon
         completing the transaction Buyer will immediately put these services in
         its name and be responsible for payment of said services.

                  (c) Seller will pay all current  liabilities,  extinguish  all
         long term  loans and pay off all credit  card debt of all the  Entities
         prior to Closing, except for the Assumed Liabilities, and provide Buyer
         with written verification of same to its reasonable  satisfaction prior
         to the Closing.

                  (d) All Taxes (except  corporate income taxes) due and payable
         by all of the  Entities,  without  regard to any  deferral by reason of
         extension,  payment programs,  or any other reason, must have been paid
         in full.  Any Taxes  accrued but not yet payable  must be  reflected on
         Entities' balance sheets delivered to Buyer.

                  (e) The Entities will write off all uncollectible  receivables
         December 31, 2006.

                  (f) All state, local and other governmental  approvals and all
         other  consents  or  approvals  of  any  third  parties   necessary  to
         consummate the  transactions  contemplated  by this Agreement must have
         been received.

                  (g) The  financial  condition of the  Entities  must be as set
         forth in the Entities' Financial Statements as of December 31, 2005 and
         December  31,  2006,  except  for  changes  arising  as a result of the
         conduct of the  Entities'  Business in the ordinary  course of business
         since December 31, 2006.

                  (h) Seller must have delivered to Buyer a certificate executed
         by  the  Secretary  of  the  Manager  certifying  copies  of  corporate
         resolutions adopted by the Board of Directors and majority shareholders
         of the Manager and the Entities authorizing the appropriate officers of
         the  Manager  to  execute  and  deliver  this  Agreement  and all other
         agreements,  documents and instruments executed by the Manager pursuant
         hereto and to consummate the transactions contemplated herein.

                  (i) The Buyer must in its sole  discretion  be satisfied  with
         its full and  complete  due  diligence  of the  Entities,  the Acquired
         Assets,  the  software,  and  all  other  aspects  of the  transactions
         contemplated by this Agreement, including but not limited to financial,
         legal and business affairs of the Entities.  The Buyer must confirm its
         satisfaction in a writing delivered to the Seller.

                                      -17-
<PAGE>

                  (j) The  conveyance  of the Acquired  Assets to the Buyer free
         and  clear  of  any  encumbrance,  and  the  effective  assignment  and
         acceptance of assignment of all of Entities' contracts to Buyer.

                  (k) All  representations  and  warranties  of  Seller  and the
         Manager  made in this  Agreement  or in any exhibit or schedule  hereto
         delivered  by Seller and the Manager must be true and correct as of the
         Closing  Date with the same  force  and  effect as if made on and as of
         that date. Buyer must receive a written  representation  from Seller at
         the  Closing  that no  material  adverse  change  has  occurred  to the
         Entities  or the  Acquired  Assets  between  December  31, 2006 and the
         Closing Date.

                  (l) Seller and the Manager  must have  performed  and complied
         with  all  agreements,   covenants  and  conditions  required  by  this
         Agreement  to be  performed  or complied  with by Seller or the Manager
         prior to or at the Closing Date.

                  (m) Seller will close all  checking  accounts  within five (5)
         business days following the Closing.  The Buyer will be responsible for
         establishing new checking accounts for each entity.

                  (o) Upon  Closing  the Seller  will  compose and send a formal
         letter to every member of each Entity, informing them of the changes in
         ownership  of the  Entities.  The  letter  shall  be  approved  by both
         parties.

         9.2  CONDITIONS  PRECEDENT TO SELLER'S  OBLIGATION  TO CLOSE.  Seller's
obligation  to close the asset  purchase as  contemplated  in this  Agreement is
conditioned upon the occurrence or waiver by Seller of the following:

                  (a)  Seller  will be a non-paid  consultant  of Buyer from the
         Closing until one year after the Closing;  however  Seller will have no
         other liabilities to the Buyer upon completion of the transaction.

                  (b) All  representations  and warranties of Buyer made in this
         Agreement or in any exhibit hereto  delivered by Buyer must be true and
         correct on and as of the Closing Date with the same force and effect as
         if made on and as of that date.

                  (c) Buyer must have performed and complied with all agreements
         and  conditions  required by this Agreement to be performed or complied
         with by Buyer prior to or at the Closing Date.

         9.3 NOTICE REQUIREMENT. Seller will give prompt written notice to Buyer
of any development occurring after the date of this Agreement, or any item about
which Seller did not have actual knowledge on the date of this Agreement,  which
causes  or  reasonably  could  be  expected  to  cause  a  breach  of any of the
representations  and warranties in Section 7 of this Agreement.  Buyer will give
prompt written notice to Seller of any  development  occurring after the date of
this Agreement,  or any item about which Buyer did not have actual  knowledge on

                                      -18-
<PAGE>

the date of this  Agreement,  which  causes or  reasonably  could be expected to
cause a breach of any of the representations and warranties in Section 8 of this
Agreement.  No  disclosure  by any party  pursuant  to this  Section 9.3 will be
deemed  to  amend  or  supplement  the  Exhibits  or  to  prevent  or  cure  any
misrepresentation or breach of any representation, warranty, or covenant in this
Agreement.

10   FURTHER ASSURANCES AND POST CLOSING COVENANTS.

         Following the Closing,  Seller agrees to take such actions and execute,
acknowledge  and  deliver  to Buyer  such  further  instruments  of  assignment,
assumptions,  conveyance  and  transfer  and take any other  action as Buyer may
reasonably  request in order to more  effectively  convey,  sell,  transfer  and
assign  to Buyer  all of the  Acquired  Assets,  to  confirm  the title of Buyer
thereto,  and to assist  Buyer in  exercising  its  rights  with  respect to the
Acquired Assets. In addition, the Seller shall do the following:

          10.1 BOOKS,  RECORDS AND  FINANCIAL  ACCOUNTS.  Seller and Buyer agree
that so long as any books,  records, and files pertaining to the Business or the
Acquired  Assets,  to the extent they pertain to the  operations of the Entities
prior to the Closing Date, remain in existence and available, each party (at its
expense) will have the right, for any reasonable and proper purpose,  to inspect
and make  copies of the same at any time  during  normal  business  hours and on
reasonable notice.

                  (a) Buyer shall be responsible for  establishing  new checking
         accounts and credit card charge accounts for all of the Entities.

                  (b) Current  Entity  financial  accounts  owned by Seller will
         either be closed,  or the company  name will be changed on each account
         on the day the transaction is completed  between Seller and Buyer. This
         includes all checking accounts,  credit card charge accounts, and other
         financial accounts that belonged to any Entity.

         10.2     EMPLOYEE PLANS AND EMPLOYMENT.

                  (a)  Nothing  contained  herein  will be deemed to create  any
         third party benefits for any employee or former employee of any Entity.
         Nothing  contained  herein  will be  deemed  to  create  any  right  of
         employment  for any employee of any Entity,  either before or after the
         Closing  Date,  except  as  otherwise   expressly  set  forth  in  this
         Agreement.

                  (b) Seller acknowledges that Buyer shall have no obligation to
         implement any employee stock option plan.

         10.3 EMPLOYEE PROPRIETARY  INFORMATION,  CONFIDENTIALITY,  LOYALTY, AND
NONSOLICITATION  AGREEMENTS.  Each of the Entities' employees will be bound by a
proprietary information, confidentiality, loyalty, and nonsolicitation agreement
with the Entity within two weeks prior to the date of the Closing.  Furthermore,
Seller  will  assist and fully  cooperate  with Buyer to ensure that each of the
Entity's employees is so bound. Seller is not aware of any failure by any Entity
employee  to  maintain  the   confidentiality   of  the  Entities'   proprietary
information.

                                      -19-
<PAGE>

11       SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All  representations  and warranties made by each of the parties hereto
will survive the Closing for a period of two years after the Closing Date.

12       INDEMNIFICATION.

         12.1 INDEMNIFICATION BY SELLER. Seller agrees to indemnify,  defend and
hold  harmless  Buyer  against  any  and all  claims,  demands,  losses,  costs,
expenses,  obligations,  liabilities and damages, including interest,  penalties
and  attorney's  and  experts'  fees and costs,  incurred by Buyer or any of its
affiliates  arising,  resulting  from, or relating to any and all liabilities of
the Entities or relating to any Acquired  Assets,  other than those  liabilities
specifically  assumed by the Buyer as  expressly  provided  in Section 5 of this
Agreement,  any  misrepresentation  of a material fact or omission to disclose a
material fact made by Seller in this  Agreement,  any exhibits to this Agreement
or in any other  document  furnished  or to be  furnished  by Seller  under this
Agreement,  or any breach of, or failure by Seller or Stern to  perform,  any of
their representations,  warranties, covenants or agreements in this Agreement or
in any exhibit or other  document  furnished  or to be furnished by Seller under
this Agreement.

         12.2  INDEMNIFICATION BY BUYER.  Buyer agrees to indemnify,  defend and
hold  harmless  Seller  against  any and all  claims,  demands,  losses,  costs,
expenses,  obligations,  liabilities and damages, including interest,  penalties
and attorneys' and experts' fees and costs incurred by Seller arising, resulting
from or relating  to any breach of, or failure by Buyer to  perform,  any of its
representations, warranties, covenants or agreements in this Agreement or in any
exhibit or other  document  furnished  or to be  furnished  by Buyer  under this
Agreement,  including but not limited to indemnifying Seller for all liabilities
specifically assumed by the Buyer under Section 5 of this Agreement,  or arising
from the Buyer's  operation of the Business after the Closing,  unless caused by
the Seller.

         12.3     PROCEDURE FOR INDEMNIFICATION CLAIMS.

                  (a)  Whenever  any  parties  become  aware  that a  claim  (an
         "Underlying  Claim") has arisen entitling them to seek  indemnification
         under this Section 12 of the Agreement,  such parties (the "Indemnified
         Parties") shall promptly send a notice ("Notice") to the parties liable
         for such indemnification  (the "Indemnifying  Parties") of the right to
         indemnification (the "Indemnity Claim");  provided,  however,  that the
         failure  to  so  notify  the  Indemnifying  Parties  will  relieve  the
         Indemnifying  Parties from liability  under this Agreement with respect
         to such  Indemnity  Claim only if, and only to the  extent  that,  such
         failure  to  notify  the  Indemnifying   Parties  results  in  material
         prejudice to the Indemnifying  Parties of rights and defenses otherwise
         available to the  Indemnifying  Parties with respect to the  Underlying
         Claim.  Any Notice  pursuant to this Section 12.3(a) shall set forth in
         reasonable  detail,  to the extent then  available,  the basis for such
         Indemnity  Claim  and an  estimate  of the  amount of  damages  arising
         therefrom.

                  (b) If an  Indemnity  Claim does NOT  result  from or arise in
         connection  with any Underlying  Claim or legal  proceedings by a third
         party,  the  Indemnifying  Parties will have fifteen (15) calendar days

                                      -20-
<PAGE>

         following  receipt  of the  Notice to issue a written  response  to the
         Indemnified Parties,  indicating the Indemnifying Parties' intention to
         either (i) contest  the  Indemnity  Claim or (ii) accept the  Indemnity
         Claim as valid.  The  Indemnifying  Parties'  failure to provide such a
         written response within such fifteen (15) day period shall be deemed to
         be an acceptance of the Indemnity  Claim as valid. In the event that an
         Indemnity Claim is accepted as valid, the  Indemnifying  Parties shall,
         within fifteen (15) Business Days thereafter,  pay the damages incurred
         by the Indemnified  Parties in respect of the Underlying  Claim in cash
         by wire  transfer  of  immediately  available  funds to the  account or
         accounts   specified  by  the  Indemnified   Parties.   To  the  extent
         appropriate,  payments  for  indemnifiable  damages  made  pursuant  to
         Section  12 of the  Agreement  will be treated  as  adjustments  to the
         Purchase Price.

                  (c) In the event an Indemnity  Claim results from or arises in
         connection  with any Underlying  Claim or legal  proceedings by a third
         party, the  Indemnifying  Parties shall have fifteen (15) calendar days
         following  receipt  of the  Notice to send a Notice to the  Indemnified
         Parties of their  election to, at their sole cost and  expense,  assume
         the defense of any such Underlying Claim or legal proceeding;  provided
         that such  Notice of  election  shall  contain  a  confirmation  by the
         Indemnifying   Parties  of  their   obligation  to  hold  harmless  the
         Indemnified   Parties  with  respect  to  damages   arising  from  such
         Underlying  Claim. The failure by the Indemnifying  Parties to elect to
         assume the defense of any such  Underlying  Claim  within such  fifteen
         (15) day period  shall  entitle the  Indemnified  Parties to  undertake
         control of the defense of the Underlying Claim on behalf of and for the
         account  and risk of the  Indemnifying  Parties  in such  manner as the
         Indemnified  Parties may deem appropriate,  including,  but not limited
         to, settling the Underlying Claim. However, the parties controlling the
         defense of the  Underlying  Claim shall not settle or  compromise  such
         Underlying  Claim  without  the  prior  written  consent  of the  other
         parties,  which consent shall not be unreasonably  withheld or delayed.
         The  non-controlling  parties shall be entitled to  participate in (but
         not control) the defense of any such action, with their own counsel and
         at their own expense.

                  (d) The Indemnifying  Parties and the Indemnified Parties will
         cooperate  reasonably,  fully and in good faith with each other, at the
         sole  expense  of the  Indemnifying  Parties,  in  connection  with the
         defense,  compromise or settlement of any Underlying  Claim  including,
         without  limitation,  by  making  available  to the other  parties  all
         pertinent information and witnesses within their reasonable control.

13       INJUNCTIVE RELIEF.

         13.1  DAMAGES  INADEQUATE.  Each  party  acknowledges  that it would be
impossible  to  measure in money the  damages  to the other  party if there is a
failure to comply with any  covenants  and  provisions  of this  Agreement,  and
agrees that in the event of any breach of any covenant or  provision,  the other
party to this Agreement will not have an adequate remedy at law.

         13.2 INJUNCTIVE  RELIEF. It is therefore agreed that the other party to
this Agreement who is entitled to the benefit of the covenants and provisions of
this  Agreement  which have been  breached,  in addition to any other  rights or
remedies which they may have, will be entitled to immediate injunctive relief to
enforce  such  covenants  and  provisions,  and that in the event  that any such

                                      -21-
<PAGE>

action or  proceeding is brought in equity to enforce  them,  the  defaulting or
breaching party will not urge a defense that there is an adequate remedy at law.

14       INTENTIONALLY LEFT BLANK.

15       WAIVERS.

         If any party at any time waives any rights hereunder resulting from any
breach by the  other  party of any of the  provisions  of this  Agreement,  such
waiver is not to be construed as a  continuing  waiver of other  breaches of the
same or other provisions of this Agreement.  Resort to any remedies  referred to
herein will not be  construed  as a waiver of any other  rights and  remedies to
which such party is entitled under this Agreement or otherwise.

16       SUCCESSORS AND ASSIGNS.

         Each covenant and  representation  of this  Agreement will inure to the
benefit  of  and  be  binding   upon  each  of  the  parties,   their   personal
representatives, assigns and other successors in interest.

17       ENTIRE AND SOLE AGREEMENT.

         This Agreement constitutes the entire agreement between the parties and
supersedes  all  other  agreements,  representations,   warranties,  statements,
promises and undertakings,  whether oral or written, with respect to the subject
matter of this  Agreement.  This  Agreement may be modified or amended only by a
written  agreement signed by the parties against whom the amendment is sought to
be enforced. The parties acknowledge that as of the execution of this Agreement,
that certain  Letter of Intent among  certain of the parties will be  terminated
and be of no further force or effect.

18       CORPORATE STATUS.

          This  Agreement  will be  governed by the laws of  California  without
giving effect to  applicable  conflict of laws  provisions.  With respect to any
litigation arising out of or relating to this Agreement,  each party agrees that
it will be filed in and heard by the state or federal  courts with  jurisdiction
to hear such suits located in Los Angeles, California.

19       COUNTERPARTS.

         This  Agreement  may  be  executed  simultaneously  in  any  number  of
counterparts,  each of which counterparts will be deemed to be an original,  and
such counterparts will constitute but one and the same instrument.

20       ATTORNEYS' FEES AND COSTS.

         In the event that either  party must resort to legal action in order to
enforce  the  provisions  of  this  Agreement  or to  defend  such  action,  the
prevailing   party  will  be   entitled  to  receive   reimbursement   from  the
nonprevailing  party for all  reasonable  attorneys'  fees and all  other  costs

                                      -22-
<PAGE>

incurred in commencing or defending such action, or in enforcing this Agreement,
including but not limited to post judgment costs.


21       ASSIGNMENT.

         Except in the case of an affiliate of the Buyer, this Agreement may not
be assignable by any party without prior written consent of the other parties.

22       REMEDIES.

         Except as otherwise expressly provided herein, none of the remedies set
forth in this  Agreement are intended to be exclusive,  and each party will have
all other  remedies now or hereafter  existing at law, in equity,  by statute or
otherwise. The election of any one or more remedies will not constitute a waiver
of the right to pursue other available remedies.

23       SECTION HEADINGS.

         The section  headings in this  Agreement  are included for  convenience
only, are not a part of this Agreement and will not be used in construing it.

24       SEVERABILITY.

         In the event that any  provision or any part of this  Agreement is held
to  be  illegal,  invalid  or  unenforceable,  such  illegality,  invalidity  or
unenforceability  will not affect the  validity or  enforceability  of any other
provision or part of this Agreement.

25       NOTICES.

         Each  notice or other  communication  hereunder  must be in writing and
will be deemed to have been duly  given on the  earlier of (i) the date on which
such  notice  or  other  communication  is  actually  received  by the  intended
recipient thereof,  or (ii) the date five (5) days after the date such notice or
other  communication is mailed by registered or certified mail (postage prepaid)
to the intended  recipient at the following address (or at such other address as
the intended  recipient  will have  specified  in a written  notice given to the
other parties hereto):

                                      -23-

<PAGE>



                  IF TO BUYER:

                  Environmental Service Professionals, Inc.
                  1111 Tahquitz Canyon Way, Suite 110
                  Palm Springs, California  92262
                  Attention:  Ed Torres, Chief Executive Officer

                  Telephone: (760) 327-5284
                  Facsimile: (760) 327-5630

                  IF TO SELLER:

                  Robert G. Johnson
                  28440 Old 41 Road, Suite 8
                  Bonita Springs, Florida 34135

                  Telephone: (239) 947-7675
                  Facsimile:  (239) 947-7465

26        PUBLICITY.

         Except  as  may be  required  in  order  for a  party  to  comply  with
applicable laws,  rules, or regulations or to enable a party to comply with this
Agreement,  no press  release,  notice  to any  third  party or other  publicity
concerning the transactions contemplated by this Agreement will be issued, given
or  otherwise  disseminated  without  the prior  approval of each of the parties
hereto; provided, however, that such approval will not be unreasonably withheld.

27       CONFIDENTIALITY.

         Any   information,   including  but  not  limited  to  data,   business
information  (including  customer lists and prospects),  technical  information,
computer programs and documentation, programs, files, specifications,  drawings,
sketches,  models,  samples,  tools or other data,  oral,  written or otherwise,
(hereinafter called  "Information"),  furnished or disclosed by one party to the
other for the purpose of the contemplated  transaction  herein,  will remain the
disclosing party's property until the Closing at which time all such Information
will become the property of Buyer.  All copies of such  Information  in written,
graphic  or  other  tangible  form  must be  returned  to the  disclosing  party
immediately upon written request if the transaction  contemplated  herein is not
consummated.  Unless such  Information  was previously  known to receiving party
free of any obligation to keep it  confidential,  or has been or is subsequently
made  public  by the  disclosing  party  or a  third  party,  it  must  be  kept
confidential  by the  receiving  party,  will be used  only  in  performing  due
diligence  pursuant to this  Agreement,  and may not be used for other  purposes
except  upon  such  terms as may be  agreed  upon  between  Seller  and Buyer in
writing.


                         [SIGNATURES ON FOLLOWING PAGE]





                                      -24-
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been entered into as of the date
first above written.


SELLER:                         ROBERT G. JOHNSON


                                By: /s/Robert G. Johnson
                                   ---------------------------------------------
                                Robert G. Johnson, Individually and
                                for all of the Entities




MANAGER:                        INTERNATIONAL ASSOCIATION MANAGERS, INC.


                                By: /s/Robert G. Johnson
                                   ---------------------------------------------
                                Robert G. Johnson, President




BUYER:                          ENVIRONMENTAL SERVICE PROFESSIONALS, INC.


                                By: /s/Edward L. Torres
                                   ---------------------------------------------
                                Edward L. Torres, Chief Executive Officer




















                                      -25-
<PAGE>

                                    EXHIBIT A

                             LIST OF ACQUIRED ASSETS
                                       AND
               ALLOCATION OF PURCHASE PRICE AMONG ACQUIRED ASSETS


<TABLE>
<CAPTION>
<S>                                                                    <C>
NAME OF ASSET                                                          ALLOCATION OF PURCHASE PRICE

1.    See Inventory List of Tangible Assets Attached                            $   619,000.00
      a) Membership List -$ 485,000.00
      b) Estimated unearned revenue-$ 134,000.00

2.    Office Supplies and Equipment (that are applicable)                       $    10,000.00

3.    Lead and Customer Lists                                                   $     5,000.00

4.    Computer Software                                                         $    25,000.00

5.    Database                                                                  $    15,000.00

6.    List of Potential Customers (Members)                                     $    15,000.00
</TABLE>

Assets within the acquisition:

o    Current  membership  databases  (both  electronically  and hard copy) which
     includes name, title, company, address, telephone(s),  email, designations,
     fees to be paid and other pertinent  information needed to properly service
     the member. Databases will be provided for the following associations.

        o        Environmental Assessment Association.
        o        National Association of Real Estate Appraisers.
        o        International Society of Meeting Planners.
        o        Association of Construction Inspectors.
        o        Housing Inspection Foundation.
        o        International Real Estate Institute.
        o        National Association of Review Appraisers and Mortgage
                 Underwriters.

o    Past member  databases (both  electronically  and hard copy) which includes
     name, title, company, address, telephone(s),  email, designations,  fees to
     be paid and other  pertinent  information  needed to  properly  service the
     member. Databases will be provided for the following associations.

        o        Environmental Assessment Association.
        o        National Association of Real Estate Appraisers.
        o        International Society of Meeting Planners.
        o        Association of Construction Inspectors.
        o        Housing Inspection Foundation.
        o        International Real Estate Institute.
        o        National Association of Review Appraisers and Mortgage
                 Underwriters.

o    All  industry  related  databases  (both  electronically  and hard copy) to
     include but not limited to:

     o    Solicitation lists.
     o    Membership  Directories  (hard  copy  version  going  as far  back  as
          available).
     o    Listings of past attendees to educational events.
     o    Listing of past exhibitors at conferences and other events.
     o    Listing of potential exhibitors at conferences and other events.
     o    Listing of state offices for obtaining educational event approvals.
     o    All other lists that pertain to all seven associations.


<PAGE>

o    Membership  materials used for securing new members (this is not a complete
     list  and  all  information  that  pertains  to  the  acquisition  will  be
     provided).

     o    Membership application.
     o    Sample solicitation letters.
     o    Brochures  and other  materials  used during the process of securing a
          potential new member.

o    Current member materials.

     o    All records regarding new members.
     o    Newsletters,  guideline  booklets  and other  related  items  that are
          provided to members.
     o    All research  materials,  magazines  and other items that are used for
          generating information to be provided to the members.
     o    All  other  member  materials  that  are  used  in the  activities  of
          recording a new member to servicing a member.

o    Educational materials.

     o    Sample seminar brochures.
     o    Sample national conference brochures.
     o    All handout materials used at seminars and conferences.
     o    Listing of past speakers.
     o    Listing of potential speakers.
     o    All  materials  used in the  process  of  planning,  coordinating  and
          running educational events.

o    Member Materials.

     o    Listing  of all  vendors  that  provide  such  products  as new member
          certificates,  membership  seals,  membership  plagues  and all  other
          member items provided to or sold to members.
     o    All  contacts  regarding  "member  only"  services  such  as  business
          documents, overnight shipping, credit cards and other vendors that are
          used to enhance  the value of  membership  by  offering  these type of
          services.

o    All other Association related materials.

     o    Due to the many facets of the association  business items listed above
          may not encompass  all the materials  used in the process of operating
          all seven associations,  thus all materials related to the securing of
          new  members  and to the  process of  servicing  current  members  are
          included within this acquisition.

o    International Association Managers Incorporated.

     o    All related documents  regarding the management  companies  operations
          including  but  not  limited  to  accounting,  association  management
          agreement  samples,  company  brochure  and other  all other  business
          items.



<PAGE>



                                    EXHIBIT B

                               ASSUMED LIABILITIES


         As part of the  purchase  price for the  Acquired  Assets,  Buyer  will
assume only those  liabilities of the Entities that are  specifically  listed on
Exhibit B (the "Assumed  Liabilities")  to this Asset  Purchase  Agreement.  The
Assumed Liabilities will include the following:




None.

<PAGE>



                                    EXHIBIT C

                               MATERIAL CONTRACTS












None.
<PAGE>



                                    EXHIBIT D

                             BILL OF SALE OF ASSETS


<PAGE>

                             BILL OF SALE OF ASSETS


         Robert  G.  Johnson  (the  "Seller"),  and  International   Association
Managers,  Inc., National  Association of Real Estate Appraisers,  Environmental
Assessment  Association,   Association  of  Construction   Inspectors,   Housing
Inspection  Foundation,  International Real Estate Institute,  and International
Society of Meeting  Planners  (collectively,  the  "Entities")  hereby  sell and
convey to Environmental Service  Professionals,  Inc., a Nevada corporation (the
"Buyer"),  all of the  tangible  and  intangible  assets  (the  "Assets")  to be
transferred  to Buyer  pursuant  to the  terms of that  certain  Asset  Purchase
Agreement  ("Agreement"),  made and entered  into as of April 15,  2007,  by and
between  Seller,   International   Association   Managers,   Inc.,  a  Minnesota
corporation,  and Buyer, and assigns the Assets to Buyer forever, free and clear
of all liens and  encumbrances.  All such  Assets are listed on Exhibit A to the
Agreement, which is made a part hereof.

         Seller warrants and agrees to defend the title to all of the Assets for
the benefit of Buyer and assigns against all persons.

         IN WITNESS WHEREOF, the Entities have signed and delivered this Bill of
Sale to Buyer on July 23, 2007 at Palm Springs, California.



SELLER:                     ROBERT G. JOHNSON

                            By: /s/Robert G. Johnson
                               -------------------------------------------------
                            Robert G. Johnson


MANAGER:                    INTERNATIONAL ASSOCIATION MANAGERS, INC.

                            By: /s/Robert G. Johnson
                               -------------------------------------------------
                            Robert G. Johnson, Chief Executive Officer


ENTITIES:                   NATIONAL ASSOCIATION OF REAL ESTATE APPRAISERS

                            By: /s/Robert G. Johnson
                               -------------------------------------------------
                            Robert G. Johnson, Chief Executive Officer


                            ENVIRONMENTAL ASSESSMENT ASSOCIATION

                            By: /s/Robert G. Johnson
                               -------------------------------------------------
                            Robert G. Johnson, Chief Executive Officer


<PAGE>


                            ASSOCIATION OF CONSTRUCTION INSPECTORS

                            By: /s/Robert G. Johnson
                               -------------------------------------------------
                            Robert G. Johnson, Chief Executive Officer


                            HOUSING INSPECTION FOUNDATION

                            By: /s/Robert G. Johnson
                               -------------------------------------------------
                            Robert G. Johnson, Chief Executive Officer


                            INTERNATIONAL REAL ESTATE INSTITUTE

                            By: /s/Robert G. Johnson
                               -------------------------------------------------
                            Robert G. Johnson, Chief Executive Officer


                            INTERNATIONAL SOCIETY OF MEETING PLANNERS

                            By: /s/Robert G. Johnson
                               -------------------------------------------------
                            Robert G. Johnson, Chief Executive Officer



<PAGE>
                    AMENDMENT TO THE ASSET PURCHASE AGREEMENT
                BY AND BETWEEN ROBERT G. JOHNSON ("SELLER"), AND
            INTERNATIONAL ASSOCIATION MANAGERS, INC. ("MANAGER"), AND
                      PACIFIC ENVIRONMENTAL SAMPLING, INC.
            DBA ENVIRONMENTAL SERVICE PROFESSIONALS, INC. ("BUYER")


         The Seller,  the Manager and the Buyer hereby  amend (the  "Amendment")
that certain Asset Purchase  Agreement,  dated as of April 2, 2007, by and among
them,  as  amended  on April 14,  2007 (the  "Original  Agreement"),  to add the
following provision to the Original Agreement:

         1.       EXTENSION OF CLOSING DATE.

                  The parties agree,  for one dollar and other good and valuable
consideration  the receipt and  sufficiency of which are hereby  acknowledged by
the Seller and the  Manager,  to extend the date by which the Closing will occur
to be on or before July 31, 2007.

         2.       EFFECTIVENESS OF MODIFICATION.

                  The terms used in this Amendment have the meanings ascribed to
them in the Original  Agreement unless otherwise defined in this Amendment.  The
Original  Agreement  will remain in full force and effect  except as modified in
this Amendment. In the event of any contradiction between this Amendment and the
Original Agreement, the terms and conditions of this Amendment will govern.

         IN WITNESS WHEREOF, this Amendment has been entered into as of the 15th
day of April 2007.


SELLER:              ROBERT G. JOHNSON

                     By: /s/Robert G. Johnson
                       ---------------------------------------------------------
                     Robert G. Johnson, Individually and for all of the Entities



MANAGER:             INTERNATIONAL ASSOCIATION MANAGERS, INC.

                     By: /s/Robert G. Johnson
                       ---------------------------------------------------------
                      Robert G. Johnson, President



BUYER:               PACIFIC ENVIRONMENTAL SAMPLING, INC.

                     By: /s/Edward L. Torres
                        --------------------------------------------------------
                          Edward L. Torres, Chief Executive Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>
