ASSET PURCHASE AGREEMENT

This Agreement is made as of the _____ day of ___________, 2006, by and between Wild Black Rhino, LLC d/b/a ABC of Burlington, Vermont a Limited Liability Company (“Seller”) and XYZ, a Vermont corporation with its principal address in Williston, Vermont (“Buyer”).

W I T N E S S E T H :

WHEREAS, the Seller desires to sell and the Buyer desires to purchase certain assets used in connection with the Seller’s restaurant and bar in Burlington, Vermont known as “ABC” (the “Business”), all on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of mutual promises and covenants herein contained and of other good and valuable consideration, the parties agree as follows:

1. Purchase and Sale of Assets. On the Closing Date, as defined in Paragraph 6 and

subject to the terms and conditions stated in this Agreement, Seller shall sell to Buyer and Buyer

shall purchase from Seller by appropriate bills of sale, assignments, and other instruments necessary

to vest title in certain assets used in the operation of the Business, wherever located, as follows

(hereinafter referred to collectively as “Assets”):

(a) Machinery, Equipment, Furniture and Fixtures. All of the furniture, fixtures,

machinery and equipment used in the conduct of the Business, including but not limited to those

items described in Exhibit A attached hereto and excepting those specifically set out in Paragraph 3.

(b) Intangibles. All intellectual property, trade secrets, customer and mailing lists,

vendor lists, rights to all trade names used in the operation of the Business (including “ABC” and

variations thereof) and goodwill.

(c) Leasehold Improvements. All leasehold improvements to the premises

located at 163 Church Street, Burlington, Vermont where the Business operates (the “Premises”).

(d) Telephone Numbers : The telephone number for the Business (802) 864-9324.

2. “As-Is”. All tangible assets are to be sold in “AS IS” condition at the time of the

Closing.

3. Excluded Assets. Expressly excluded from the Assets are the following:

(a) Cash on hand and in banks;

(b) Corporate minute books and stock ledgers; and

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(c) Original tax records and corporate seal(s).

4. Exclusion of Liabilities. Except as otherwise provided herein, all accounts payable

and other liabilities of the Business incurred prior to the date of the Closing shall be paid by Seller,

and the Seller shall indemnify and hold the Buyer harmless against and from all costs, liability or

expense (including reasonable attorney’s fees) resulting from any such accounts payable and other

liabilities and on account of breach of any warranty of Seller. The Buyer does not intend to, and

will not, acquire or assume any legal responsibility for any liability of the Seller, whether direct,

indirect, contingent, disclosed or undisclosed, and the Seller does not intend to, and will not assign,

convey or create any legal responsibility for the Buyer with respect to any liability of the Seller.

5. Assumed Liabilities. Buyer agrees to purchase and pay for inventory and supplies

ordered prior to but received after closing. Seller shall provide a list of those items at closing on a

form similar to that of Exhibit B attached hereto. The liabilities described shall be assumed and paid

when due in the ordinary course of business. Any other liabilities not specifically assumed shall be

borne by Seller and Buyer shall be held harmless therefrom.

6. Closing. The Closing will occur on Tuesday May 30, 2006 at 3:00 p.m.. The

Closing will be held at the office of Ward & Babb, 3069 Williston Road, South Burlington,

Vermont at a mutually convenient time or it will be conducted by mail or at such place and time as

Buyer and Seller may agree (hereinafter referred to as “Closing Date”).

7. Purchase Price. The Buyer shall pay the Seller a purchase price (the “Purchase

Price”) equal to Three Hundred ____________ Thousand ($3____,000.00) DOLLARS for the Assets

and the Covenants Not to Compete. The Purchase Price shall be allocated as follows:

(a) Equipment as listed on Exhibit $ 144,093.00(b) Inventory (wholesale value) $ 0.00(c) Goodwill $ 135,680.00(d) Non-Compete Covenant $ 45,227.00

8. Payment of the Purchase Price. The Purchase Price shall be paid in the following manner:

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(a) Deposit. Upon execution, Buyer shall deliver to Ward & Babb (the “Escrow

Agent”), a deposit in the amount of One Thousand ($1,000.00) DOLLARS as earnest money deposit.

The total deposit shall be held in escrow by the Escrow Agent and shall be applied for Buyer’s

benefit against the Purchase Price at the Closing, or as otherwise provided in this Agreement. In the

event the Buyer shall not close for any reason to which it is considered to be in default hereunder,

then the deposit shall be forfeited to the Seller. In the event the Buyer shall not close for any reason

relating to Seller’s inability to satisfy conditions precedent, as set forth below, then the deposit shall

be returned to Buyer.

(b) Balance of Purchase Price. Three Hundred Twenty-Five Thousand

($325,000.00) DOLLARS less Deposit shall be paid by the Buyer to the Seller in cash, certified check

or by bank check or by wire transfer of such funds in accordance with Seller’s written instructions to

Buyer.

9. Adjustment at Closing. On the Closing Date, all taxes, utilities charges, and other

running and continuing expenses as to the Business shall be prorated and the Purchase Price shall be

adjusted accordingly. It is the intention of this provision that the Seller is responsible for all such

charges rendered prior to the Closing Date, and the Buyer shall be responsible for all prepayments

made prior to Closing Date and for all services rendered subsequent to the Closing Date.

Additionally, Seller has ordered supplies, etc. to be used in the ordinary course of the business to be

delivered after Closing. Buyer shall accept delivery of these items and shall pay for the same at

Closing. These items shall be listed on an inventory list, as set out more fully in Paragraph 5.

10. Condition Precedents. The obligation of Buyer to close under this Agreement is

subject to the satisfaction of the following conditions:

(a) Seller is Duly Organized and in Good Standing . The Seller is a

Limited Liability Company (“Company”) duly organized, validly existing and in good standing

under the laws of the State of Vermont.

(b) Authority and Validity . Seller has all requisite Company power and

authority to execute, deliver and perform this Agreement. The execution, delivery and performance

of this Agreement by Seller have been duly authorized by all requisite Company action of Seller.

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Certified copies of proper Company resolutions by the Members authorizing such actions shall be

delivered to the Buyer on the Closing Date.

(c) This Agreement has been duly executed and delivered by Seller and is

the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms,

except insofar as enforceability may be affected by applicable bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles

governing the availability of equitable remedies.

(d) Seller has Marketable Title to Assets being Sold. The Seller has good

and marketable title to the Assets being sold to the Buyer herein. At Closing, Seller will convey the

Assets to the Buyer free and clear of all liens, claims or encumbrances. There are no claims or any

basis for claims known to the Seller that could reasonably be expected to result in the creation of

any lien, encumbrance, interest, claim or demand on or against the Assets or against the Buyer as the

purchaser of the Assets.

(e) Taxes Paid. All taxes incurred by the Seller will be paid or provided

for as of the Closing Date (except for such taxes as the Seller is then in good faith contesting), and

all tax returns due and required to be made by the Seller have been properly filed as provided by law

or extensions to file such returns have been obtained. To the best of the Seller’s knowledge, no

ground exists for the assertion or assessment of any taxes against the Assets or against the Buyer as

the purchaser of the Assets, except with respect to any tax returns or reports not yet due which the

Seller shall cause to be timely filed. Taxes shall include income, franchise, sales, use, property,

excise, payroll and other tax returns and all other reports (whether or not relating to taxes) required

to be filed with the appropriate Governmental Authority.

(f) Seller Default or Violation. To the best of Seller’s knowledge, Seller

is not in default under, or in violation of, any decree, order or judgment, or in violation of any

provision of any material agreement relating to the Business.

(g) Pending Claims or Litigation. The Seller is not engaged in or a party

to or, to the best of the Seller’s knowledge, threatened with any suit, action, proceeding,

investigation, or arbitration or other method of settling disputes or disagreements, or any

governmental investigation relating to the Business, except those disclosed in writing to the Buyer or

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the Buyer’s counsel prior to or on the date hereof. The Seller has not received any verbal or written

notice regarding a potential claim or investigation, regardless of its merit, relating to the business

and the Seller does not know, or have reasonable grounds to know, of any basis for a claim or

investigation against the Seller relating to the Business.

(h) Accuracy of Tax Returns. The Partnership Income Tax Returns of

the Seller that the Seller has provided for 2001, 2002, 2003, 2004 and 2005 has provided (or will

provide) to the Buyer, in all material respects, the matters covered therein.

(i) Accuracy of Financial Profit and Loss Statements. The Financial

Profit and Loss Statements for Seller for 2005 has provided (or will provide) to the Buyer, in all

material respects, the matters covered therein.

(j) Continued Accuracy of Representations and Warranties. All

representations and warranties of Seller contained in this Agreement shall be true and accurate as of

the date when made, shall continue to be true and accurate from the date hereof through the Closing

Date, and shall be deemed to be made again at and as of the Closing Date and shall be true and

accurate as of the Closing Date. This includes all representations as set forth above in subsections

(f) and (g).

(k) Lease Premises. Lower Church Street Enterprises, LLC must have

entered into a Lease Agreement for the Premises with the Buyer dated as of Closing Date. The

Lease Agreement shall be in a form satisfactory to the Buyer and the Landlord. Unless otherwise

agreed by the Buyer, such lease must be for a minimum of 7 years and must include a non-

disturbance clause that ensures the continuation of the lease in the event that the Premises are sold

and the lease is not in default.

(l) Licenses and Permits. The Buyer shall have received all federal, state

and local licenses, including a State Board of Health License to Operate and other necessary permits

to operate the Business in the manner currently operated subject to only conditions reasonable and

satisfactory to Buyer, including without limitation a first and third class liquor license, entertainment

permit and a license for a cabaret.

(m) Counsel for Seller shall notify the Commissioner of Taxes, or like entity, of

the sale of its business pursuant and obtain a certificate that all tax obligations of Seller have been

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paid or that satisfactory provision for payment thereof has been made by means of escrow or other

arrangements acceptable to the Commissioner of Taxes.

(n) Seller shall notify the Commissioner of Employment and Training, or like

entity, of the sale of its business and obtain a certificate that all contribution reports have been filed

and that all contributions, interest and penalties due and payable thereon have been paid or that

satisfactory provision for payment thereof had been made by means of escrow or other arrangements

acceptable to the Commissioner of Employment and Training.

11. Financing Contingency. Buyer shall have 30 days from the date of the execution of

the Agreement to obtain SBA financing sufficient to satisfy total Purchase Price on terms reasonably

acceptable to Buyer. In the event that Buyer is unable to obtain such financing, Sellers agree to

finance up to Fifty Thousand ($50,000.00) DOLLARS IN the form of a promissory note from the

Buyer to Seller, subordinate to bank/lender financing. In the event that the Buyer is unable to obtain

SBA financing and/or unable to come to agreeable terms and conditions for the remaining financing

with Sellers within 45 days after execution of the Agreement, Buyer to provide written notice to

Seller no later than 60 days after execution of the Agreement. In the event of such notice, contract

deposit to be returned to Buyer and Buyer relieved of any other terms, conditions or obligations set

forth in the Agreement. In the event that Buyer fails to provide such written notice to Seller,

contract deposit to Seller as exclusive damages and Buyer and Seller relieved of any other terms,

conditions or obligations set forth in the Agreement.

12. Conduct of Seller’s Business Prior to Closing. From and after the date of this

Agreement until the Closing date:

(a) Buyer’s Access to Seller’s Operations: Intentionally Deleted.

(b) Seller’s Operations Prior to Closing. Prior to the Closing Date, the Seller will

operate the Business as normal, including but not limited to Thursday, Friday and Saturday nights

and (i) carry on the Business in substantially the same manner as here before and refrain from

engaging in any transaction not in the ordinary course of business, including any transaction

resulting in a change in control of the ownership of the Company; (ii) keep in full force and effect

insurance comparable in amount and scope of coverage to that now maintained; (iii) use its best

efforts to maintain the Business’ relationship with its customers, suppliers, employees and other

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persons or businesses who have provided goods or services to the Business; (iv) maintain (and

cooperate with the Buyer in the Buyer’s obtaining) any licenses, approvals, certificates or consents

from the appropriate authorities that are necessary for the conduct of the Business, including without

limitation the liquor license; (v) refrain from disposing or removing any of the Assets other than the

sale of inventory in the ordinary course of business, creating any liens or encumbrances thereon, and

entering into any contracts other than such contracts as may arise in the normal course of business as

conducted on a day-to-day basis; (vi) maintain inventory at normal operating levels; and (vii) timely

pay all taxes, wages, and other Company payables.

13. Conditions and Obligations of Seller.

(a) Compliance . Seller in all material respects has performed and complied

with all the obligations, covenants and conditions set forth in this Agreement prior to or on the

Closing Date.

(b) Representations. The representations and warranties of Seller contained in

this Agreement shall be true, complete, and correct in all material respects as of the date of this

Agreement and at and as of the Closing as though such representations and warranties were made at

and as of the Closing Date.

(c) Transfer of Personal Property. The Seller shall execute and tender to the

Buyer at Closing, a Bill of Sale transferring the Assets in substantially the form and on substantially

the terms and conditions set forth in Exhibit A and corresponding attachments thereto, and such

further assignments and documents as may be required to transfer to and vest in the Buyer and

protect its right, title and interest in the Assets of the Seller; and such Bill of Sale, assignments and

documents shall convey to the Buyer good and marketable title to the Assets, free and clear of all

mortgages, attachments, liens or pledges.

(d) Lease of Premises. The Landlord and Buyer shall have entered into a Lease

Agreement for the Premises, as set forth in Paragraph 10(k).

14. Closing Documents. At or before the Closing Date, the following documents shall

be executed in conjunction with the sale of the Business:

(a) Seller’s Opinion of Counsel;

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(b) Seller’s Company Resolutions authorizing Seller’s actions under this

Agreement in the proper form for the jurisdiction of association;

(c) Seller’s execution of a tradename cessation for “ABC”;

(d) Buyer’s Company Resolutions authorizing Buyer’s actions under this

Agreement in the proper form for the jurisdiction of association;

(e) Bill of Sale and Assignment in the form attached hereto and incorporated

herein as Exhibit A;

(f) An Equipment List in the form attached as Exhibit 1 to the Bill of Sale

attached hereto and incorporated herein as Exhibit A;

(g) An Intangible List in the form attached as Exhibit 2 to the Bill of Sale

attached hereto and incorporated herein Exhibit A;

(h) An Assumed Liabilities List in the form attached as Exhibit B;

(i) Affidavit of Debts attached hereto as Exhibit C and incorporated herein; and

(j) Such other documents or instruments as Buyer or its counsel may reasonably

require affecting the Closing and the transactions contemplated by this Agreement;

15. Use of Name: As of the Closing Date, Seller shall cease all use of the name “ABC”

and, in addition, any variances thereof. The Seller shall deliver to the Buyer at Closing a Tradename

Cessation application that is to be filed with the Vermont Secretary of State’s Office.

16. Survival of Representations and Warranties; Indemnification: Except for those

set forth in Paragraph 10 (b), (c) and (d), which continue indefinably, the representations,

warranties, and covenants contained in or made pursuant to this Agreement shall expire twelve (12)

months following the Closing Date; provided, however, that, if written notice is given with respect

to any alleged breach of a representation, warranty or covenant for which a party seeks to be

indemnified hereunder prior to such expiration date, such representation, warranty or covenant shall,

with respect to such specified matter only, continue indefinitely until the applicable claim is fully

resolved.

17. Indemnification by Buyer: Buyer shall hold Seller harmless against and in respect

of any claim, cost, expense, liability, obligation, loss or damage sustained by Seller (and all

expenses of Seller in connection therewith including, without limitation, legal fees, interest,

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penalties and any costs) which arises out of, results from, or is in any way based upon any

misrepresentation or breach of warranty contained in this Agreement or for any breach of covenant

of Buyer hereunder or pursuant to any agreement, certificate or document delivered by Buyer

pursuant hereto.

18. Indemnification by Seller: Seller shall hold Buyer harmless against and in respect

of any claim, cost, expense, liability, obligation, loss or damage sustained by Buyer (and all

expenses of Buyer in connection therewith including, without limitation, legal fees, interest,

penalties and any costs) which arises out of, results from, or is in any way based upon any

misrepresentation or breach of warranty contained in this Agreement or for any breach of covenant

of Seller hereunder or pursuant to any agreement, certificate or document delivered by Seller

pursuant hereto. Seller further specifically agrees, without limiting the above, to indemnify and

hold Buyer harmless against and in respect of any claim, cost, expenses, liability, obligation, loss or

damage sustained by Buyer (and all expenses of Buyer in connection therewith including, without

limitation, legal fees, interest, penalties and any costs) which arises out of, results from, or is any

way based upon any third party claiming contractual right to purchase or otherwise acquire an

interest in any of the Assets to be sold under this Agreement or to prevent Seller from performing

the transactions contemplated by this Agreement and the Exhibits hereto.

19. Employment Matters. Seller makes the following representations as it relates to

the Business’ employment matters:

(a) Seller has complied in all respects with all Legal Requirements relating to the

employment of labor, including the Employee Retirement Income Security Act of 1974, as amended

(“ERISA”), continuation coverage requirements with respect to group health plans, and those

relating to wages, hours, collective bargaining, unemployment compensation, workers’

compensation, equal employment opportunity, age and disability discrimination, immigration

control and the payment and withholding of taxes. No reportable event, within the meaning of Title

IV of ERISA, has occurred and is continuing with respect to any “employee benefit plan” or a

“multi-employer plan” (as those terms are defined in ERISA) maintained by Seller or any Affiliate

of Seller. No prohibited transaction, within the meaning of Title I of ERISA has occurred with

respect to any such employee benefit plan or multi-employer plan, and no material accumulated

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finding deficiency (as defined in Title I of ERISA) or withdrawal liability (as defined in Title IV of

ERISA) exists with respect to any such employee benefit plan or multi-employer plan.

(b) Seller is not a party to any contract with any labor organization, and Seller has

not recognized or agreed to recognize and is not required to recognize any union or other collective

bargaining unit. No union or other collective bargaining unit has been certified as representing any

of its employees, nor has Seller received any requests from any party for recognition as a

representative of employees for collective bargaining purposes. To Seller’s best knowledge, its

employees are not engaged in organizing activity with respect to any labor organization. Seller has

no employment agreement of any kind, oral or written, express or implied, that would require Buyer

to employ any person after the Closing Date.

(c ) Effective as of the Closing Date, Seller will have terminated all Wild Black

Rhino employees.

20. Disclosure. No representation or warranty by Seller in this Agreement, or in any or

Exhibit to this Agreement, or any statement, list or certificate furnished or to be furnished by Seller

pursuant to this Agreement, contains or will contain any untrue statement of material fact, or omits

or will omit to state a material fact required to be stated therein or necessary to make the statements

contained therein not misleading in light of the circumstances in which made. Without limiting the

generality of the foregoing, the information set forth in the Exhibits is accurate and complete in all

material respects.

21. Financial Information. Financial information provided to Buyer in accordance with

Paragraph 10 (h) and (i) is true and accurate at the time of making such written disclosures.

22. Representations and Warranties of Buyer: To induce Seller to enter into this

Agreement, Buyer represents and warrants to Seller, as of the date of this Agreement, as of the

Closing, as follows:

(a) No Breach or Violation. The execution, delivery and performance of this

Agreement by Buyer will not (a) violate any legal requirement, (b) require any consent, approval or

authorization of, or any filing with or notice to, any person, or (c)(i) violate, conflict with or

constitute a breach of or default under, (without regard to requirements of notice, passage of time or

elections of any persons), (ii) permit or result in the termination, suspension or modification of, (iii)

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result in the acceleration of (or give any person the right to accelerate) the performance of Buyer

under, or (iv) result in the creation or imposition of any encumbrance under, any instrument or other

agreement to which Buyer is a party or by which Buyer or any of their assets is bound or affected,

including such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and

accelerations as would not, individually or in the aggregate, have a material adverse effect on the

Buyer or on the validity, binding effect or enforceability of this Agreement.

23. Risk of Loss, Condemnation. Seller will bear the risk of any loss or damage to the

Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior

to the Closing. If any such loss or damage is so substantial as to prevent normal operation of any

material portion of the Business or the replacement or restoration of the lost or damaged property

within 20 days after the occurrence of the event resulting in such loss or damage, Seller will

promptly notify Buyer of that fact and Buyer, at any time within 10 days after receipt of such notice,

may elect by written notice to Seller either (i) to waive such defect and proceed toward

consummation of the acquisition of the Assets in accordance with terms of this Agreement, or (ii) to

terminate this Agreement. If Buyer so elects to terminate this Agreement, Buyer and Seller will be

discharged of any and all obligations hereunder. If buyer elects to consummate the transaction

contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no

adjustment in the consideration payable to Seller on account of such loss or damage but all insurance

proceeds payable as a result of the occurrence of the event resulting in such loss or damage

(excluding insurance proceeds resulting from the coverage of Excluded Assets) will be delivered by

Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid

over to Seller.

24. Confidentiality. Neither party will issue any press release or make any other public

announcement regarding this Agreement or the transactions contemplated hereby without the

consent of the other party. Each party will hold, and will cause its employees, consultants, advisors,

and agents to hold in confidence, the terms of this Agreement and any non-public information

concerning the other party obtained pursuant to this Agreement. Notwithstanding the preceding, a

party may disclose such information to the extent required by any Legal Requirement (including

disclosure requirements under federal and state securities laws), but the party proposing to disclose

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such information will first notify and consult with the other party concerning the proposed

disclosure, to the extent reasonably feasible. Each party also may disclose such information to

employees, consultants, advisors, agents and actual or potential lenders whose knowledge is

necessary to facilitate the consummation of the transactions contemplated by this Agreement. Each

party’s obligation to hold information in confidence will be satisfied if it exercises the same care

with respect to such information as it would exercise to preserve the confidentiality of it own similar

information.

25. Employment Certificate. On or before the Closing Date, Seller shall deliver to

Buyer a certificate from the Vermont Department of Employment & Training, pursuant to 21 V.S.A.

§1322(b) certifying that all tax obligations of Seller have been paid or that satisfactory provision for

payment thereof has been made by means of escrow or other arrangements acceptable to the

Commissioner of Taxes.

26. Events of Termination. This Agreement may be terminated by written notice

delivered by the terminating party to the other party, and the transactions contemplated by this

Agreement may be abandoned at any time prior to the Closing by the mutual written consent of

Buyer and Seller. If mutually terminated, Buyer shall be entitled to the return of its deposit. If

Buyer terminates the Agreement without consent by Seller and without cause, Seller shall be entitled

to the deposit, as its exclusive remedy. If Seller terminates the Agreement without consent by Buyer

and without cause, Buyer shall be entitled to the return of its deposit.

27. Miscellaneous Provisions.

(a) Finders and Brokers. There are no finder or broker fees or commissions due

any third-party as a result of the sale of the Business. To the extent that there are (and not

disclosed), each party to bear their own and hold the other harmless.

(b) Use of Advertising Materials. After the Closing, Buyer may use all

marketing materials prepared for or by Seller, created, used or prepared for or by Seller. Seller will

take all actions necessary to affect the transfer of ownership of such materials to Buyer.

(c) Seller’s Members joining in Agreement. Scott LeCours and Martti Matheson

join in this Agreement for the purposes of their right to enter into the Confidentiality Agreement and

Covenant Not to Compete.

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(d) Seller’s Members to Provide Post-Sale Consultation. Scott LeCours and

Martti Matheson agree to provide thirty (30) days post-sale consultation to assist Buyer in the

transition of Business ownership. Consultation Agreement attached hereto as Exhibit D to be

executed contemporaneously with this Agreement.

(e) Parties Obligated and Benefited. Subject to the limitations contained herein,

this Agreement will be binding upon the parties and their respective assigns and successors in

interest and will inure solely to the benefit of the parties and their respective assigns and successors

in interest, and no other person will be entitled to any of the benefits conferred by this Agreement.

28. Notices. Any notice, request, demand, waiver or other communication required or

permitted to be given under this Agreement will be in writing and will be deemed to have been duly

given only if delivered in person or by first class, prepaid, registered or certified mail, or sent by

courier or, if receipt is confirmed, by telecopier:

To Buyer at: Brad Luck Copy to: Christina L. DeGraff-Murphy, Esq.

PO Box 1526 Ward & BabbWilliston, VT 05495 3069 Williston Road

South Burlington, VT 05403

To Seller at: Scott LeCours Copy to: Robert C. Roesler, Esq.Martti Matheson 84 Pine Street, Suite 400163 Church Street Burlington, VT 05402Burlington, VT 05401

Any party may change the address to which notices are required to be sent by giving notice of such

change in the manner provided in this Paragraph. All notices will be deemed to have been received

on the date of delivery or on the third Business Day after mailing in accordance with this Paragraph,

except that any notice of a change of address will be effective only upon actual receipt.

29. Attorney’s Fees: In the event of any action or suit based upon or arising out of any

alleged breach by any party of any representations, warranty, covenant or agreement contained in

this Agreement, the prevailing party will be entitled to recover reasonable attorneys fees and other

costs of such action or suit from the other party.

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30. Tax Consequences. Neither party to this Agreement makes any representation or

warranty, express or implied, with respect to the implications of any aspect of this Agreement on the

other party to this Agreement, and both parties expressly disclaim any such representation or

warranty with respect to any tax consequences arising under this Agreement. Each party has relied

solely on its own tax advisors with respect to the tax implications of this Agreement.

31. Waiver. This Agreement or any of its provisions may not be waived except in

writing. The failure of any party to enforce any right arising out of this Agreement on one or more

occasions will not operate as a waiver of that or any other right on that or any other occasion.

32. Captions. The article and section captions of this Agreement are for convenience

only and do not constitute a part of this Agreement.

33. Choice of Law. THIS AGREEMENT AND THE RIGHTS OF THE PARTIES

UNDER IT WILL BE GOVERNED BY AND CONSTRUED IN ALL RESPECTS IN

ACCORDANCE

WITH THE LAWS OF THE STATE OF VERMONT WITHOUT REGARD TO THE

CONFLICTS OF LAWS OF SUCH JURISDICTION.

34. Terms. Terms used with initial capital letters have the meanings specified,

applicable to both singular and plural forms, for all purposes of this Agreement. The word

“included” and derivatives of that word are used in the Agreement in an illustrative sense rather than

limiting sense.

35. Rights Cumulative. All rights and remedies of each of the parties under this

Agreement will be cumulative, and the exercise of one or more rights or remedies will not preclude

the exercise of any other right or remedy available under this Agreement or applicable law.

36. Further Actions. Seller and Buyer will execute and deliver to the other, from time

to time at or after the Closing, for no additional consideration and at no additional cost to the

requesting party, such further assignments, certificates, instruments, records, or other documents,

assurances or things as may be reasonably necessary to give full effect to this Agreement and to

allow each party fully to enjoy and exercise the rights accorded and acquired by it under this

Agreement.

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37. Time. Time is of the essence under this Agreement. If the last day permitted for the

giving of any notice or the performance of any act required or permitted under this Agreement falls

on a day which is not a Business Day, the time for the giving of such notice or the performance of

such act will be extended to the next succeeding Business Day.

38. Counterparts. This Agreement may be executed in one or more counterparts, each

of which will be deemed an original.

39. Entire Agreement. This Agreement and the Agreements, Schedules and Exhibits

referred to herein contain the entire agreement of the parties and supersede all prior oral or written

agreements and understandings with respect to the subject matter. This Agreement may not be

amended or modified except by a writing signed by the parties.

40. Severability. Any term or provision of this Agreement that is invalid or

unenforceable will be ineffective to the extent of such invalidity or unenforceability without

rendering invalid or unenforceable the remaining rights of the person intended to be benefited by

such provision or any other provision of this Agreement.

41. Expenses. Except as otherwise expressly provided in this Agreement, each party

will pay all of its expenses, including attorney’s fees and accountant’s fees in connection with the

negotiation of this Agreement, the performance of its obligations and the consummation of the

transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the date first above written.

SELLER

By: _______________________________ Scott LeCours, Individually and as Member and Duly authorized agent of WILD BLACK RHINO, LLC

SELLER

By: _______________________________ Martti Matheson, Individually and as Member and Duly authorized agent of WILD BLACK RHINO, LLC

STATE OF VERMONT

15

COUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of ___________2006, Scott LeCours and Martti Matheson Individually and as Members and Duly Authorized Agent of WILD BLACK RHINO, LLC, d/b/a ABC personally appeared and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed of WILD BLACK RHINO, LLC, d/b/a ABC.

Before me _________________________ Notary PublicMy commission expires: 2/10/07

BUYER

By: __________________________________Brad Luck, President and Duly authorized agent of XYZ

STATE OF VERMONTCOUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of __________, 2006, Brad Luck, President and duly authorized Agent of XYZ personally appeared and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and that of XYZ

Before me_____________________________ Notary Public

My commission expires: 2/10/07

BUYER

By: __________________________________Mathew Rogerson, Secretary and Duly authorized agent of XYZ

STATE OF VERMONTCOUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of __________, 2006, Mathew Rogerson, Secretary and duly authorized Agent of XYZ personally appeared and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and that of XYZ

Before me_____________________________ Notary Public

My commission expires: 2/10/07

16

17

Exhibit A

BILL OF SALE

KNOW ALL PERSONS BY THESE PRESENTS, that WILD BLACK RHINO, LLC,

d/b/a ABC, SCOTT LeCOURS and MARTTI MATHESON (hereinafter “Owner”) does by these

presents hereby grant, bargain, sell, convey, transfer, set over and deliver unto XYZ (hereinafter

“Buyer”), all of its right, title and interest in and to the assets that WILD BLACK RHINO, LLC,

d/b/a ABC, as more particularly set forth and described in the attached EXHIBITS 1-3.

TO HAVE AND TO HOLD said property unto Buyer, its successors and assigns forever.

Owner does, for itself and its heirs, successors and assigns, covenant and agree with Buyer that it is

the true and lawful owner of said property and has lawful authority to sell and transfer the same, that

the same is free and clear of all mortgages, liens, pledges and other financial obligations of any kind,

except such financial obligations as will be paid at Closing, as set forth and disclosed to Buyer, and

that it will, and its heirs and assigns, shall warrant and defend the same against the lawful claims and

demands of all persons whatsoever.

Owner agrees that it will hereafter execute and deliver any further assignments, instruments

of transfer, bills of sale, or conveyances that may be necessary or that may be deemed necessary by

Buyer to fully vest in Buyer title to the assets hereby conveyed.

This Bill of Sale is made, executed and delivered in compliance with the terms of a certain

Asset Purchase Agreement between the parties hereto and of even date herewith and for the

consideration provided in that Agreement.

IN WITNESS WHEREOF, WILD BLACK RHINO, LLC, d/b/a ABC, has caused this

Bill of Sale to be executed by SCOTT LeCOURS and MARTTI MATHESON, it’s Members and

duly authorized agents, this ____ day of __________, 2006.

[INTENTIONALLY LEFT BLANK]

By: _______________________________ Scott LeCours, Member and Duly authorized

agent of WILD BLACK RHINO, LLC

STATE OF VERMONTCOUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of ___________2006, Scott LeCours Member and Duly Authorized Agent of WILD BLACK RHINO, LLC, d/b/a ABC personally appeared and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed of WILD BLACK RHINO, LLC, d/b/a ABC.

Before me _________________________ Notary PublicMy commission expires: 2/10/07

By: _______________________________ Martti Matheson, Member and Duly authorizedagent of WILD BLACK RHINO, LLC

STATE OF VERMONTCOUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of ___________2006, Martti Matheson Member and Duly Authorized Agent of WILD BLACK RHINO, LLC, d/b/a ABC personally appeared and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed of WILD BLACK RHINO, LLC, d/b/a ABC.

Before me _________________________ Notary PublicMy commission expires: 2/10/07

ATTEST: ACCEPTED:

___________________________________ ___________________________________

Witness as to Both Brad Luck, President and Duly Authorized Agent of XYZ

___________________________________

Mathew Rogerson, Secretary and Duly Authorized Agent of XYZ

EXHIBIT 1

EQUIPMENT

Equipment shall include any and all furniture, fixtures, supplies and other items at the premises at 163 Church Street, Burlington, Vermont as of the Closing Date. This includes items set out more fully on “Attachment A” hereto and the following additional items:

(6) Motorola Radius CP150 handheld radios with charger base and earpiece/headset accessories, estimated FMV of $2,400

Sharp ER-A460 thermal cash register. estimated FMV of $800

License/Id card scanner, estimated FMV of $1,000

EXHIBIT 2

INTANGIBLES

The Names: “ABC”

Website: N/A.

Telephone Number: 1-802-864-9324

Fax Number: N/A.

E-Mail Address: N/A.

.

EXHIBIT B

ASSUMED LIABILITIES

The Buyer hereby agrees to assume and pay in the normal course of business, the following

Seller obligations as the result of supplies and inventory ordered prior to but to be received after

closing:

CREDITOR AMOUNT

TOTAL: $____________

EXHIBIT C

AFFIDAVIT OF DEBTS

I, ____________, being a Member of WILD BLACK RHINO, LLC, d/b/a ABC, being duly

sworn does depose and say:

1. Other than normal trade payables unrelated to the Assets being purchased, there are

no debts, liens or encumbrances on the Assets of WILD BLACK RHINO, LLC, d/b/a ABC, except as

follows:

a. Secured Debt as follows:

i. NONE $

ii. $

iii. $

c. Unsecured Business Creditors: TO BE PAID BY SELLER AFTER

CLOSING.

i. $

ii. $

iii. $

Dated at _______________________, Vermont this ____day of _______, 2—6.

By: _______________________________ Scott LeCours, Member and Duly authorizedagent of WILD BLACK RHINO, LLC

STATE OF VERMONTCOUNTY OF CHITTENDEN, SS.

At ____________________, in said County, on this _____ day of ___________2006, Scott LeCours Member and Duly Authorized Agent of WILD BLACK RHINO, LLC, d/b/a ABC personally appeared and he acknowledged this instrument, by him sealed and subscribed, to be his free act and deed and the free act and deed of WILD BLACK RHINO, LLC, d/b/a ABC.

Before me _________________________

Notary PublicMy commission expires: 2/10/07