Common use of Purchase Price and Manner of Payment Clause in Contracts

Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets (the “Purchase Price”) shall be as follows: (a) Concurrent with the execution and delivery of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. 6.1 The aggregate Purchase Price is payable by the Purchaser to the Seller as consideration for the purchase of the Property. 6.2 The Purchaser shall pay the Purchase Price into the trust account of the Conveyancer within 30 (thirty) Business Days after Signature Date. The Conveyancer is hereby authorised to invest the Purchase Price with a registered bank in a special savings account on the Purchaser's behalf in terms of section 78(2)(A) of the Attorneys Act Xx. 00 xx 0000 (xxx Xxxxxxxxx Xxx) pending the Transfer Date. The Parties agree that – 6.2.1 the money so invested will not constitute trust monies as contemplated by the Attorneys Act; 6.2.2 the special savings account will be in the name of the Conveyancer but will be identified with the Purchaser's name and a suitable reference to section 78(2)(A) of the Attorneys Act; and 6.2.3 the interest earned in the special savings account shall be for the benefit of the Purchaser and shall be paid to the Purchaser. 6.3 In the event that the Agreement lapses by reason of the non-fulfilment of the Conditions Precedent or if cancelled by reason of the breach of the Agreement by the Seller or terminated by Buyer agreement, the Conveyancers will repay the money invested in trust in terms of 6.1 above plus the interest earned thereon to the Purchaser. 6.4 On the Transfer Date after the transfer of the Property in favour of the Purchaser, the Purchase Price, excluding interest which accrued thereon whilst invested in the special savings account referred to in 6.2 shall be paid by the Conveyancer, on behalf of the Purchaser, to the Seller. The interest accrued shall be paid by the Conveyancer to the Purchaser. 6.5 All payments shall be made at Cape Town, free of bank, exchange and charges, and without any deduction or set-off whatsoever to the Seller. All bank exchange and charges shall be for the Purchased Assets (the “Purchase Price”) shall be as follows: (a) Concurrent with the execution and delivery of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice account of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereofPurchaser. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration total purchase price ("Purchase Price") to be paid for that portion of the Property set forth in Sections 1.1-1.13 shall be Ninety Million and 00/100 Dollars ($90,000,000.00) and shall be allocated amongst separate elements of the Property as set forth on Schedule 2. Buyer and Seller agree to Seller by Buyer use the respective allocations among the elements of the Property as set forth on Schedule 2 for federal income tax purposes. The purchase price for the Purchased Assets Additional Purchase Items as set forth in Section 1.14 shall be determined and paid in accordance with Section 2.4 hereof. 2.1. Buyers have deposited with Partners Title Company, 712 Xxxx, Xxxxx 0000X, Xxxxx Xxxxxxxx Xxxk Xxxxxxxx, Xxxxxxx, Xxxxx 00000-0000, Xxtn: Sandxx Xxxxx ("Xscrow Holder") $2,000,000 (the “"Earnxxx Xxxey"). The Earnxxx Xxxey shall be held by the Escrow Holder and shall be disbursed as provided herein. If the acquisition and sale of the Property as contemplated hereunder shall close pursuant to the terms and conditions of this Agreement, the Earnxxx Xxxey shall be applied on the Closing Date as part of the cash portion of the Purchase Price”) . If Buyers shall terminate this Agreement in its entirety pursuant to a specific right to terminate this Agreement as provided for herein, $1,930,000 shall be as follows:refunded to Buyers, and the remaining $70,000 shall belong to Sellers, provided that Sellers shall not be in default under this Agreement. (a) Concurrent with 2.2. $20,500,000.00 in cash on the Closing Date. 2.3. The balance of $67,500,000 by execution and delivery of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a nonrecourse promissory note for each Motel (individually a "Purchase Money Note" and collectively the “Note”"Purchase Money Notes") by the applicable Buyer to the applicable Seller on the Closing Date evidencing the purchase money loan from Sellers to Buyers (individually a "Purchase Money Loan" or collectively the "Purchase Money Loan") the terms and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds conditions of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto described as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.follows:

Purchase Price and Manner of Payment. The aggregate consideration purchase price for all of the outstanding Company Common Stock shall be $73,700,000.00 (the “Base Purchase Price”) plus or minus the adjustments determined pursuant to be paid to Seller by Buyer for Sections 5.12, 5.13 and 5.14 (the Purchased Assets (Base Purchase Price, as so adjusted, is the “Purchase Price”) ). By 1:00p.m Central Standard Time on the Closing Date, Purchaser shall pay the Purchase Price to Seller by wire transfer of same day funds to an account or accounts designated by Seller and communicated in writing to Purchaser. Notwithstanding the foregoing, the Purchase Price may be as follows: (a) Concurrent adjusted after Closing in any manner set forth herein. Contemporaneous with the Purchaser’s execution and delivery of this Agreement, Buyer shall make a loan in Purchaser will deposit with the Escrow Agent an aggregate amount of equal to $100,000 to Seller against the delivery and execution by Seller of a promissory note 5,000,000.00 (the “NoteXxxxxxx Money”) and a Security Agreement (pursuant to the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice terms of the Escrow Agreement. In the event the Closing occurs, the Xxxxxxx Money shall be applied (with interest) against the Purchase Price. If the Closing does not occur, the Escrow Agent shall pay the Xxxxxxx Money to the Company or return it to Purchaser in accordance with this paragraph and the terms of the Escrow Agreement. In the event Purchaser breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Closing Date and each of the conditions contained in Sections 6.1 and 6.2 otherwise has been either fulfilled in all material respects or waived, the Escrow Agent shall pay the Xxxxxxx Money to the Company as liquidated damages in lieu of all other damages (and as Seller’s and the Company’s sole remedy in such event). The Parties acknowledge that the escrow account has been established, extent of damages to Seller and Buyer the Company occasioned by such failure or refusal by Purchaser would be impossible or extremely impractical to ascertain and Seller shall make reasonable commercial efforts to established that the escrow account within three (3) days amount of the date hereof, Buyer shall deposited into escrow Xxxxxxx Money is a fair and reasonable estimate of such damages under the circumstances. In the event the Xxxxxxx Money is not applied to the Purchase Price at Bank of New York Closing or retained pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the foregoing provisions of Section 9 hereof. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc.this paragraph, the transfer agent of FRB, pursuant Escrow Agent shall return the Xxxxxxx Money to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stockPurchaser without interest. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer purchase price for the Purchased Assets Work is ELEVEN MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($11,500,000) (the “Purchase Price”) ). The Purchase Price shall be paid in monthly installments on or within two business days of (i) a date prior to the Final Closing Date on which Masterworks 074, LLC, an entity formed to hold and facilitate investment in the Work (“Issuer”) has received subscriptions in the Offering (as follows: defined in Section 9 below) of at least SEVEN MILLION DOLLARS (a$7,000,000) Concurrent with (the execution date of such initial payment, the “Title Closing Date”) and delivery (ii) the last business day of this Agreementeach calendar month following the month in which the Title Closing Date occurs until the full Purchase Price has been paid (each such date, Buyer a “Subsequent Interim Closing Date”), provided that any portion of the Purchase Price that remains unpaid as of 180 days from the Effective Date shall make a loan in an aggregate amount of $100,000 to Seller against the delivery be due and execution by Seller of a promissory note payable on such date (the “NoteFinal Closing Date” and, together with the Title Closing Date and all Subsequent Interim Closing Dates, the “Closing Dates”). The amount payable on the Title Closing Date shall not be less than SEVEN MILLION DOLLARS ($7,000,000) and a Security Agreement (the “Security Agreement”), amount payable on each Subsequent Interim Closing Date until the full Purchase Price has been paid shall equal 100% of the amount of proceeds actually received by the Issuer in the form Offering (as defined in Section 9 below) by Masterworks 074, LLC, as of the close of business on the day immediately preceding such Subsequent Interim Closing Date, minus any amounts previously paid in respect of prior Closing Dates, if any. The amount payable on the Final Closing Date shall equal 100% of the Purchase Price that has not been paid prior to such Final Closing Date irrespective of the amount of offering proceeds received by the Issuer. Any portion of the Purchase Price may be prepaid by Buyer provided, that Buyer shall notify Seller of its intention to make such prepayment at least two business days prior to such payment. Buyer shall pay the Purchase Price to Seller by wire transfer in accordance with the wire instructions listed in the invoice, a copy of which is attached hereto as Exhibit G the proceeds of B, which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice verbally confirmed by Alyssa Laverda on behalf of the Escrow Agent that the escrow account has been established, and Buyer and [***] on behalf of Seller shall make reasonable commercial efforts prior to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer shall pay payment to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. A) The aggregate consideration to be paid to Seller by Buyer purchase price of the Property is no less then, unless otherwise adjusted for the Purchased Assets value as determined by the appraisal contemplated herein, Four million three hundred ninety thousand United States Dollars ($4,390,000 USD) (the “Purchase Price”), where a portion of the Purchase Price of Two million five hundred thousand United States Dollars ($2,500,000 USD) shall be paid by wire transfer to the Seller by the Purchaser on or before the Closing Date. This payment shall be contingent upon the achievement of the Purchaser’s fund raising goals. B) The remaining portion of the Purchase Price of One million eight hundred ninety thousand United States Dollars ($1,890,000 USD) shall be payable by transfer of JV Group, Inc. shares as follows: (a) Concurrent with listed on the execution OTC stock exchange of value equivalent to the Purchase Price as of the share price listed on the open market at the close of business on the day of the Appraisal. If the Appraisal occurs on a weekend or public holiday, the share price shall be set at the share price of the close of trading on the prior business day. The Seller understands that the shares paid to it shall be restricted pursuant to Rule 144 of the Securities and delivery Exchange Act. The Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that if acquired by Seller pursuant to the terms of this Agreement, Buyer shall make the Shares would be acquired in a loan transaction not involving a public offering. The Seller further acknowledges that if the Shares are issued to it in accordance with the terms of this Agreement, the Shares may not be sold without registration under the Securities Act or the existence of an aggregate amount of $100,000 to Seller against exemption from such registration. The Seller, as shareholder represents that it is familiar with Rule 144, promulgated under the delivery Securities Act, as presently in effect, and execution by Seller understands the resale restrictions of a promissory note (the “Note”minimum of six months imposed by Rule 144. C) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On At least 30 days before the Closing Date, an Appraisal of the Note Property being acquired under this agreement shall occur. The Appraiser shall be cancelled and surrendered to Buyer. (b) Upon an independent Appraiser licensed in the notice jurisdiction of the Escrow Agent Property and shall be selected by the Seller. Both Parties agree that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit Purchase Price shall be released in accordance with the provisions of Section 9 hereofamended by this appraisal. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration 3.1.1. Ten Million and 00/100 ($10,000,000.00) Dollars of the Purchase Price on signing this Agreement, by wire transfer to be paid to an account designated by Seller by Buyer in immediately available federal funds, receipt whereof is hereby acknowledged. 3.1.2. Three Hundred Eleven Million Two Hundred Fifty Thousand and 00/100 ($311,250,000.00) Dollars, plus or minus net adjustments and prorations provided for the Purchased Assets (the “Purchase Price”) shall be as follows: (a) Concurrent with the execution and delivery in Article 6 of this Agreement, Buyer shall make a loan at the Closing payable by wire transfer (to an account designated by Seller at or prior to Closing) in immediately available federal funds; provided, however, that uncertified checks of the Purchaser payable to the order of Seller or its designees for an aggregate amount of up to $100,000 shall (subject to collection) be acceptable for any adjustments payable to Seller against at the delivery Closing. 3.2. The amount of any past due unpaid taxes, assessments, business improvement district charges, public assembly charges, water charges and execution sewer rents which Seller is obligated to pay and discharge, with the interest and penalties thereon to a date not earlier than that required by the title company insuring Purchaser's title to the Premises, may at the option of Seller be allowed to Purchaser out of the balance of the Purchase Price, provided official bills therefor with interest and penalties thereon figured to said date are furnished by Seller at the closing. The existence of a promissory note (any such taxes shall not be deemed objections to title if Seller shall comply with the “Note”) and a Security Agreement (foregoing requirements. 3.3. If on the “Security Agreement”), in date of Closing there are any other liens or encumbrances on the form attached hereto as Exhibit G the proceeds of Premises other than those to which are solely Purchaser's title is to be used subject hereunder, Seller may use any portion of the balance of the Purchase Price to pay satisfy the same, provided Seller shall simultaneously either (a) deliver to Purchaser at the Closing of title instruments in recordable form and sufficient to satisfy such amounts owed liens and encumbrances of record, together with the cost of recording or filing said instruments or, (b) provided that Seller has made arrangements with the title company employed by Seller Purchaser in advance of Closing, deposit with said title company sufficient monies, acceptable to Certified Technical Servicesand required by it, L.P. (“Certified”)to assure the obtaining and the recording of such satisfactions and the issuance of title insurance to Purchaser free of any such liens and encumbrances. Seller hereby authorizes Buyer Purchaser, if request is made within a reasonable time prior to make such payment directly to Certified. On the Closing Date, agrees to provide at the Note Closing separate payments of immediately available federal funds or separate certified checks, as requested by Seller, aggregating the amount of the balance of the Purchase Price, to facilitate the satisfaction of any such liens or encumbrances. The existence of any such other liens and encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements. 3.4. For purposes hereof, a check (certified or uncertified) of Purchaser shall mean a check drawn by the grantee named in the deed to be delivered upon such Closing drawn upon a bank which is a member of the New York Clearing House Association, Inc. or Bank of Boston, N.A. payable directly to the order of Seller or the designee of Seller. In lieu of any such check, Purchaser may at its option deliver a bank check. 3.5. For purposes of this Agreement a "bank check" shall mean an ---------- official check of Bank of Boston, N.A. or of any bank which is a member of the New York Clearing House Association, Inc. drawn directly to the order of Seller or its designee, provided that the name of no third party shall appear upon such official check. 3.6. The sums deposited with the Seller pursuant to Section 3.1.1 shall be cancelled and surrendered invested by the Seller in an account at Bankers Trust Company (bearing interest at the day-to-day savings rate). Whether or not the Closing shall occur hereunder, the party, whether Seller or Purchaser, entitled to Buyer. (b) Upon receive the notice of sums deposited with the Escrow Agent that the escrow account has been establishedSeller pursuant to Section 3.1.1 shall also be entitled to receive, and Buyer and Seller shall make reasonable commercial efforts deliver to established such person, either it or the escrow account within three (3) days of the date hereofPurchaser, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released all interest earned on such sums in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer preceding sentence. The party receiving such sums and interest shall pay to Seller, in immediately available funds by wire transfer to any income taxes on such account as interest. Each party's taxpayer identification number is set forth after the signature of such party at the end of this Agreement. Any such interest shall not be designated in a written direction by Kreido to FRB (such directing deemed to be provided no later than three (3) days prior a credit to Purchaser against the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereofPurchase Price. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. A) The aggregate consideration to be paid to Seller by Buyer for purchase price of the Purchased Assets Property is Nine Hundred Thousand United States Dollars ($900,000.00 USD) (the “Purchase Price”). B) The Purchase Price shall be payable by transfer of JV Group, Inc. shares as follows: (a) Concurrent with listed on the execution OTC stock exchange of value equivalent to the Purchase Price as of the share price listed on the open market at the close of business on the day of the Appraisal. If the Appraisal occurs on a weekend or public holiday, the share price shall be set at the share price of the close of trading on the prior business day. The Seller understands that the shares paid to it shall be restricted pursuant to Rule 144 of the Securities and delivery Exchange Act. The Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that if acquired by Seller pursuant to the terms of this Agreement, Buyer shall make the Shares would be acquired in a loan transaction not involving a public offering. The Seller further acknowledges that if the Shares are issued to it in accordance with the terms of this Agreement, the Shares may not be sold without registration under the Securities Act or the existence of an aggregate amount of $100,000 to Seller against exemption from such registration. The Seller, as shareholder represents that it is familiar with Rule 144, promulgated under the delivery Securities Act, as presently in effect, and execution by Seller understands the resale restrictions of a promissory note (the “Note”minimum of six months imposed by Rule 144. C) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On At least 30 days before the Closing Date, an Appraisal of the Note Property being acquired under this agreement shall occur. The Appraiser shall be cancelled and surrendered to Buyer. (b) Upon an independent Appraiser licensed in the notice jurisdiction of the Escrow Agent Property and shall be selected by the Seller. Both Parties agree that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit Purchase Price shall be released in accordance with the provisions of Section 9 hereofamended by this appraisal. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. (a) The aggregate consideration to be paid to Seller by Buyer purchase price for the Purchased Assets Property is the amount of SIXTEEN MILLION SIX HUNDRED THOUSAND and 00/100 DOLLARS ($16,600,000.00) (the “"Purchase Price”) "), and shall be payable as follows: (ai) Concurrent with upon the execution and delivery of this Agreement, the sum of $100,000.00 (the "Initial Deposit") shall be paid by Buyer by wire transfer to Escrow Agent; (ii) upon the expiration of the Due Diligence Period, the sum of $100,000.00 (the "Additional Deposit"; the Initial Deposit and the Additional Deposit, together with interest accruing thereon, shall be referred to herein as the "Deposit") shall be paid by Buyer by wire transfer to Escrow Agent; and (iii) upon closing of title, Buyer shall make assume the outstanding principal balance of the Loan and shall acquire the Property, a loan portion of which will be under and subject to the Loan Documents (as modified by the Assumption Documents (as hereinafter defined)), pursuant and subject to the terms and conditions of Section 12.1(a)(v) hereof; upon such assumption and the execution of the Assumption Documents and the acceptance thereof by Lender, Buyer shall be credited with having paid a part of the Purchase Price equal to the outstanding principal balance of the Loan on the date of Closing; and (iv) the balance of the Purchase Price (subject to adjustment in an aggregate amount accordance with the terms and conditions of $100,000 this Agreement), shall be paid by wire transfer of immediately available funds to Seller against the delivery and execution by Seller of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyeror its designee. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released held by Escrow Agent in escrow in an interest bearing account. Any interest accrued on the Deposit shall be paid to whichever party is entitled to the Deposit in accordance with the provisions of Section 9 hereof.this Agreement. If the Closing shall occur, interest shall be credited against the Purchase Price. The Deposit shall be held and disbursed by Escrow Agent in accordance with the escrow provisions annexed hereto as Exhibit B. (c) On the Closing DateSeller represents that its federal tax identification number is 00-0000000 (for Townfair Center Associates) and 00-0000000 (for Townfair Center Associates, Buyer shall pay to Phase III). Seller acknowledges and agrees that Seller, in immediately available funds by wire transfer to such account as 's tax identification number shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to used on the Closing Date) account into which the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereofDeposit is placed. (d) On Seller will allocate the Closing Date, FRB shall issue Purchase Price between them as shown on Schedule 3(d) attached to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stockthis Agreement. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration purchase price for all of the outstanding Company Common Stock shall be Fifty-Three Million Dollars ($53,000,000) (the “Base Purchase Price”) plus or minus the adjustments determined pursuant to be paid to Seller by Buyer for Sections 5.12 - 5.14 hereof (the Purchased Assets (Base Purchase Price as so adjusted is the “Purchase Price”) shall be as follows: (a) Concurrent with the execution and delivery of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On At the Closing DateClosing, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer Purchaser shall pay the Purchase Price to Seller, in immediately available funds Sellers by wire transfer of same day funds to such an account or accounts as shall be designated by the Sellers in a written direction by Kreido writing to FRB (such directing to be provided Purchaser no later than three five (35) days prior to the Closing Date) . Contemporaneous with Purchaser’s execution of this Agreement, Purchaser will deposit with the sum of Two Escrow Agent Five Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,0005,000,000) less any (the “Xxxxxxx Money”) pursuant to the terms of the amounts Escrow Agreement. In the event the Closing occurs, the Xxxxxxx Money shall be applied (with interest) against the Purchase Price. If the Closing does not occur, the Escrow Agent shall pay the Xxxxxxx Money to be paid directly by Buyer the Company or return it to Lienholders Purchaser in accordance with Section 1.7 hereof. (d) On this paragraph and the terms of the Escrow Agreement. In the event Purchaser breaches this Agreement by failing or refusing to close the transaction contemplated hereby on the Closing Date, FRB shall issue to Kreido a total Date and each of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited the conditions contained in escrow with Wall Street Transfer Agents, Inc.Section 6.1 and Section 6.2 otherwise has been either fulfilled in all material respects or waived, the transfer agent Escrow Agent shall pay the Xxxxxxx Money to the Company as liquidated damages in lieu of FRB, all other damages (and as Sellers’ and the Company’s sole remedy in such event). The parties hereto acknowledge that the extent of damages to Sellers and the Company occasioned by such failure or refusal by Purchaser would be impossible or extremely impractical to ascertain and that the amount of the Xxxxxxx Money is a fair and reasonable estimate of such damages under the circumstances. In the event the Xxxxxxx Money is not applied to the Purchase Price at Closing or retained pursuant to the Securities foregoing provisions of this paragraph, the Escrow Agreement in Agent shall return the form attached hereto as Exhibit I, for delivery Xxxxxxx Money to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stockPurchaser with interest. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets total purchase price (the “Purchase Price”) to be paid by Buyer for the Property shall be Five Million Nine Hundred Twenty Five Thousand and No/100 Dollars ($5,925,000.00). The Purchase Price shall be payable as follows: (a) Concurrent with the execution 2.1. Provided both parties have executed and delivery of delivered this Agreement, and upon the earlier of the occurrence of: (i) the approval or waiver of all of the conditions precedent and Buyer’s Contingencies as set forth in Section 3 hereof, or (ii) the expiration of the Due Diligence Period (as defined below), Buyer shall make a loan deposit One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000.00) (“Xxxxxxx Money”) into escrow to be deposited and held in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note interest-bearing account with First American Title Insurance Company (the “NoteTitle Company”) and a Security Agreement (held by the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released Title Company in accordance with the provisions attached Escrow Receipt among Seller, Buyer and Title Company. All interest on the Xxxxxxx Money shall accrue to the benefit of Buyer. The Xxxxxxx Money shall be fully refundable until the expiration of the Due Diligence Period (as defined, and as may be extended, in Section 9 3.7 below) and the approval of all of Buyer’s Contingencies in the event (i) Buyer elects to terminate this Agreement pursuant to Section 3 hereof. ; (cii) On Seller defaults in any of its obligations under this Agreement; or (iii) this Agreement terminates for any other reason during the Due Diligence Period. After the expiration of the Due Diligence Period, all Xxxxxxx Money shall be non-refundable to Buyer, and if the Closing Datedoes not occur, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido paid to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders Seller in accordance with Section 1.7 16 hereof, unless Seller thereafter defaults in any of its obligations under this Agreement, in which case the Xxxxxxx Money shall be refunded to Buyer. All Xxxxxxx Money shall be applied to the Purchase Price at Closing. (d) On 2.2. The remainder of the Purchase Price in cash or by wire transfer of funds on the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration total purchase price (“Purchase Price”) to be paid for the Property shall be Dollars ($ ). The Purchase Price shall be payable as follows: 2.1 The Buyer agrees to pay the full purchase price in the amount of 2.1.1 The sum of Dollars ($ ) has been paid to Seller by Buyer for on as an initial bid deposit, and an additional payment of Dollars ($ ), upon notification of acceptance of Buyer’s bid, which together with initial deposit constitutes ten percent (10%) of the Purchased Assets (the “Purchase Price”) successful bid. 2.1.2 The funds noted in 2.1.1 shall be held as follows:xxxxxxx money (“Xxxxxxx Money”). (a) Concurrent with 2.2 Upon acceptance of this Bid by Seller, such Xxxxxxx Money shall secure the execution and delivery Buyer’s performance of this Agreement, and in the event of a default by Buyer in the performance of its obligations herein specified, Seller shall have the right to terminate this Agreement, and the Xxxxxxx Money shall be paid to Seller as liquidated damages as Seller’s sole remedy at law or in equity; and 2.3 Subsequent to the approval of this Agreement by the parties, Seller may rescind the Agreement upon findings of the City of Bloomington Board of Public Works setting forth the reason for such rescission. If this Agreement shall be rescinded by Seller, the sole and exclusive remedy of Buyer shall make a loan in an aggregate amount be the return of $100,000 the Xxxxxxx Money paid to Seller against the delivery and execution by Seller which Xxxxx agrees shall constitute full compensation in lieu of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”)any other legal or equitable remedy. Buyer hereby waives any other demand, in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Servicesclaim, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyercause or action or remedy. (b) Upon the notice 2.4 The balance of the Escrow Agent that the escrow account has been establishedPurchase Price, and Buyer and Seller shall make reasonable commercial efforts subject to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto adjustments as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012set forth herein, shall be returned to FRB) and cancelled and returned to payable in certified funds or by electronic transfer of funds on the status of authorized and unissued capital stock. (e) On the “Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand ” (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”hereinafter defined). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets total purchase price (the “Purchase Price”) to be paid for the Property shall be Thirteen Million Two Hundred Thousand and No/100 Dollars ($13,200,000.00). The Purchase Price shall be payable as follows:provided in this Section 2. 2.1. Within five (a5) Concurrent with business days after the execution and delivery of this AgreementEffective Date (as defined below), Buyer shall make a loan in an aggregate amount of deposit Two Hundred Fifty Thousand and No/100 Dollars ($100,000 to Seller against the delivery and execution by Seller of a promissory note 250,000.00) as xxxxxxx money (the “Note”) and a Security Agreement (the “Security AgreementXxxxxxx Money”), shall be held by First American Title Insurance Company, 000 Xxxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx, 00000 (“Escrow Agent” or “Title Company”) in accordance with the form escrow receipt among Seller, Buyer and Escrow Agent attached hereto as Exhibit G C and made a part hereof (the proceeds “Escrow Receipt”) and in accordance with the terms of which are solely this Agreement. 2.2. The balance (i.e., the Purchase Price less the Xxxxxxx Money) by wire transfer of funds to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Escrow Agent on the Closing Date, subject to prorations and adjustments as provided in this Agreement. 2.3. All costs of Escrow Agent, if any, with respect to the Note Xxxxxxx Money escrow shall be cancelled borne by Seller and surrendered Buyer equally. Escrow Agent shall deposit the Xxxxxxx Money in an interest bearing account if Buyer so directs and if Buyer provides Escrow Agent with a completed IRS W-9 form with all interest earned to Buyerbe payable to Buyer upon the Closing (as defined below) or as otherwise set forth in this Agreement. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow 2.4. If this Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions of Section 9 hereof. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days is terminated prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any expiration of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc.Inspection Period, the transfer agent of FRB, pursuant to parties agree that the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, Xxxxxxx Money shall be returned to FRBBuyer. After the expiration of the Inspection Period, all of the Xxxxxxx Money shall belong to Seller and be immediately released to Seller (unless otherwise expressly set forth in this Agreement) and cancelled and returned upon the Closing or earlier termination of this Agreement. 2.5. For purposes of allocating the Purchase Price, the parties agree to the status of authorized following allocation for tax purposes and unissued capital stock. (e) On agree that any reporting shall be consistent with the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.following: 2 DMNORTH #7708141 v4

Purchase Price and Manner of Payment. A) The aggregate consideration to be paid to Seller by Buyer purchase price of the Property is no less then, unless otherwise adjusted for the Purchased Assets value as determined by the appraisal contemplated herein, Five million six hundred thousand United States Dollars ($5,600,000 USD) (the “Purchase Price”), where a portion of the Purchase Price of three hundred forty-eight thousand two hundred and fifty United States Dollars ($348,250 USD) shall be paid by wire transfer to the Seller by the Purchaser on or before the Closing Date. This payment shall be contingent upon the achievement of the Purchaser’s fund raising goals. B) The remaining portion of the Purchase Price of Five million two hundred fifty-one thousand seven hundred fifty United States Dollars ($5,251,750 USD) shall be payable by transfer of JV Group, Inc. shares as follows: (a) Concurrent with listed on the execution OTC stock exchange of value equivalent to the Purchase Price as of the share price listed on the open market at the close of business on the day of the Appraisal. If the Appraisal occurs on a weekend or public holiday, the share price shall be set at the share price of the close of trading on the prior business day. The Seller understands that the shares paid to it shall be restricted pursuant to Rule 144 of the Securities and delivery Exchange Act. The Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that if acquired by Seller pursuant to the terms of this Agreement, Buyer shall make the Shares would be acquired in a loan transaction not involving a public offering. The Seller further acknowledges that if the Shares are issued to it in accordance with the terms of this Agreement, the Shares may not be sold without registration under the Securities Act or the existence of an aggregate amount of $100,000 to Seller against exemption from such registration. The Seller, as shareholder represents that it is familiar with Rule 144, promulgated under the delivery Securities Act, as presently in effect, and execution by Seller understands the resale restrictions of a promissory note (the “Note”minimum of six months imposed by Rule 144. C) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On At least 30 days before the Closing Date, an Appraisal of the Note Property being acquired under this agreement shall occur. The Appraiser shall be cancelled and surrendered to Buyer. (b) Upon an independent Appraiser licensed in the notice jurisdiction of the Escrow Agent Property and shall be selected by the Seller. Both Parties agree that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit Purchase Price shall be released in accordance with the provisions of Section 9 hereofamended by this appraisal. (c) On the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets total purchase price (the “Purchase Price”) to be paid by Buyer for the Property shall be Six Million Five Hundred Sixty Nine Thousand Five Hundred and No/100 Dollars ($6,569,500.00). The Purchase Price shall be payable as follows: (a) Concurrent with the execution 2.1. Provided both parties have executed and delivery of delivered this Agreement, and upon the earlier of the occurrence of: (i) the approval or waiver of all of the conditions precedent and Buyer’s Contingencies as set forth in Section 3 hereof, or (ii) the expiration of the Due Diligence Period (as defined below), Buyer shall make a loan deposit One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000.00) (“Xxxxxxx Money”) into escrow to be deposited and held in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note interest-bearing account with First American Title Insurance Company (the “NoteTitle Company”) and a Security Agreement (held by the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to Buyer. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit shall be released Title Company in accordance with the provisions attached Escrow Receipt among Seller, Buyer and Title Company. All interest on the Xxxxxxx Money shall accrue to the benefit of Buyer. The Xxxxxxx Money shall be fully refundable until the expiration of the Due Diligence Period (as defined, and as may be extended, in Section 9 3.7 below) and the approval of all of Buyer’s Contingencies in the event (i) Buyer elects to terminate this Agreement pursuant to Section 3 hereof. ; (cii) On Seller defaults in any of its obligations under this Agreement; or (iii) this Agreement terminates for any other reason during the Due Diligence Period. After the expiration of the Due Diligence Period, all Xxxxxxx Money shall be non-refundable to Buyer, and if the Closing Datedoes not occur, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido paid to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders Seller in accordance with Section 1.7 16 hereof, unless Seller thereafter defaults in any of its obligations under this Agreement, in which case the Xxxxxxx Money shall be refunded to Buyer. All Xxxxxxx Money shall be applied to the Purchase Price at Closing. (d) On 2.2. The remainder of the Purchase Price in cash or by wire transfer of funds on the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement in the form attached hereto as Exhibit I, for delivery to Kreido or its designee(s) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stock. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets (the “Purchase Price”) shall be as follows: (a) Concurrent The total purchase price for the Shares shall be Three Hundred Eighty-One Thousand Three Hundred Seventy-Six and No/100 Dollars ($381,376.00) (the "Original Purchase Price") which amount will be payable to MRSC contemporaneously with the execution and of the Employment Agreement by delivery to MRSC of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note Shareholder's Promissory Note (the “"Promissory Note”") and a Security Agreement (the “Security Agreement”)in such amount, which Promissory Note shall be substantially in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to BuyerAttachment A hereto. (b) Upon MRSC shall establish a bookkeeping account for the notice benefit of Share holder (the "Account") for the purpose of establishing a credit towards payment of the Escrow Agent Promissory Note. In [March] of each of the five years commencing in 1999, a credit shall be made to the Account if certain performance goals are achieved with respect to the preceding fiscal year as hereinafter set forth. Additionally, all dividends declared and paid with respect to the Shares shall be credited to the Account Balance. Aggregate amounts credited to the Account shall be referred to herein as the "Account Balance." The Promissory Note shall become due and payable on the fifth anniversary thereof (the "Fifth Anniver sary"); provided, however, that in the escrow account has been establishedevent that Shareholder's employment with MRSC is terminated for any reason, including, without limitation, death or disability, prior to the Fifth Anniversary ("Termination"), the Promissory Note shall become due and payable on the Closing Date (as hereinafter defined) following the Termination and, provided further, that in the event MRSC exercises the Call Option, as hereinafter defined, prior to the Fifth Anniversary, the Promissory Note shall become due and payable on the Closing Date following such exercise (the "Call Option Closing Date"). If Shareholder is employed by MRSC on the Fifth Anniversary, the Account Balance shall be offset against amounts owing under the Promissory Note and any remaining amounts in the Account Balance shall be paid to Shareholder within [30] days following the Fifth Anniversary. In the event of Termination for Good Cause, other than due to death or Disability or without Good Reason, the Account Balance shall be deemed to be zero, and Buyer and Seller MRSC shall make reasonable commercial efforts to established repurchase the escrow account within three (3) days of Shares for the date hereof, Buyer shall deposited into escrow at Bank of New York Original Purchase Price plus accrued interest on the Promissory Note pursuant to the Escrow Agreement attached hereto as Section 9 of this Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit Agreement, which shall be released offset against amounts owing under the Promissory Note. In the event of Termination for Good Reason or not for Good Cause, other than due to death or Disability, the Account Balance shall be credited with the target credit, determined in accordance with the provisions of Section 9 hereof. subparagraph (c) On below, with respect to any further period for which such credit may be made, and the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as Account Balance shall be designated in a written direction by Kreido offset against amounts owing under the Promissory Note. In the event of Termination due to FRB (such directing to death or Disability, the Account Balance shall be provided no later than three (3) days offset against amounts owing under the Promissory Note. In the event of exercise of the Call Option prior to the Closing Date) Fifth Anniversary, the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of Account Balance shall be credited with the amounts to be paid directly by Buyer to Lienholders target credit, determined in accordance with Section 1.7 hereof. subparagraph (dc) On below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note on the Call Option Closing Date and, if the Call Option is exercised with respect to all of the Shares, any remaining amounts in the Account Balance shall be paid to Shareholder within (30) days following the Call Option Closing Date; provided that if the Call Option is exercised with respect to a portion of the Shares, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement any amounts remaining in the form attached hereto as Exhibit I, for delivery to Kreido Account Balance shall not be paid until the earlier of the Fifth Anniversary or its designee(s) solely upon delivery of notice of the exercise of warrants issued by Kreido on or about January 12, 2007 and only the Call Option with respect to the extent required to meet its obligations under said warrants. (It being agreed and understood that any all of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stockShares. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets (the “Purchase Price”) shall be as follows: (a) Concurrent The total purchase price for the Shares shall be Three Hundred Eighty-One Thousand Three Hundred Seventy-Six and No/100 Dollars ($381,376.00) (the "Original Purchase Price") which amount will be payable to MRSC contemporaneously with the execution and of the Employment Agreement by delivery to MRSC of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note Shareholder's Promissory Note (the “"Promissory Note”") and a Security Agreement (the “Security Agreement”)in such amount, which Promissory Note shall be substantially in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to BuyerAttachment A hereto. (b) Upon MRSC shall establish a bookkeeping account for the notice benefit of Shareholder (the "Account") for the purpose of establishing a credit towards payment of the Escrow Agent Promissory Note. In [March] of each of the five years commencing in 1999, a credit shall be made to the Account if certain performance goals are achieved with respect to the preceding fiscal year as hereinafter set forth. Additionally, all dividends declared and paid with respect to the Shares shall be credited to the Account Bal- ance. Aggregate amounts credited to the Account shall be referred to herein as the "Account Balance." The Promissory Note shall become due and payable on the fifth anniversary thereof (the "Fifth Anniversary"); provided, however, that in the escrow account has been establishedevent that Shareholder's employment with MRSC is terminated for any reason, including, without limitation, death or disability, prior to the Fifth Anniversary ("Termination"), the Promissory Note shall become due and payable on the Closing Date (as hereinafter defined) following the Termination and, provided further, that in the event MRSC exercises the Call Option, as hereinafter defined, prior to the Fifth Anniversary, the Promissory Note shall become due and payable on the Closing Date following such exercise (the "Call Option Closing Date"). If Shareholder is employed by MRSC on the Fifth Anniversary, the Account Balance shall be offset against amounts owing under the Promissory Note and any remaining amounts in the Account Balance shall be paid to Shareholder within [30] days following the Fifth Anniversary. In the event of Termination for Good Cause, other than due to death or Disability or without Good Reason, the Account Balance shall be deemed to be zero, and Buyer and Seller MRSC shall make reasonable commercial efforts to established repurchase the escrow account within three (3) days of Shares for the date hereof, Buyer shall deposited into escrow at Bank of New York Original Purchase Price plus accrued interest on the Promissory Note pursuant to the Escrow Agreement attached hereto as Section 9 of this Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit Agreement, which shall be released offset against amounts owing under the Promissory Note. In the event of Termination for Good Reason or not for Good Cause, other than due to death or Disability, the Account Balance shall be credited with the target credit, determined in accordance with the provisions of Section 9 hereof. subparagraph (c) On below, with respect to any further period for which such credit may be made, and the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as Account Balance shall be designated in a written direction by Kreido offset against amounts owing under the Promissory Note. In the event of Termination due to FRB (such directing to death or Disability, the Account Balance shall be provided no later than three (3) days offset against amounts owing under the Promissory Note. In the event of exercise of the Call Option prior to the Closing Date) Fifth Anniversary, the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of Account Balance shall be credited with the amounts to be paid directly by Buyer to Lienholders target credit, determined in accordance with Section 1.7 hereof. subparagraph (dc) On below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note on the Call Option Closing Date and, if the Call Option is exercised with respect to all of the Shares, any remaining amounts in the Account Balance shall be paid to Shareholder within (30) days following the Call Option Closing Date; provided that if the Call Option is exercised with respect to a portion of the Shares, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement any amounts remaining in the form attached hereto as Exhibit I, for delivery to Kreido Account Balance shall not be paid until the earlier of the Fifth Anniversary or its designee(s) solely upon delivery of notice of the exercise of warrants issued by Kreido on or about January 12, 2007 and only the Call Option with respect to the extent required to meet its obligations under said warrants. (It being agreed and understood that any all of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stockShares. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer purchase price for the Purchased Assets Property is Three Million Five Hundred Thousand Dollars (the “$3,500,000) ("Purchase Price”) shall be "). The Purchase Price is payable as follows: (a) Concurrent Purchaser has paid to Chicago Title Insurance Company ("Title Company"), to be held in escrow pursuant to the terms of this Agreement and the Escrow Agreement attached as Exhibit B, a deposit ("Deposit") against the Purchase Price of One Hundred Thousand Dollars ($100,000), which, together with all accrued interest thereon, will be refunded to Purchaser if (i) Seller breaches this Agreement (which breach shall include Seller's failure to satisfy an objection or pay a Monetary Lien as described in Section 5.1 below by the execution Closing Date or termination of this Agreement pursuant to Section 9 below) or Seller, BHI or its subsidiaries default under the Merger Agreement and delivery the Merger Agreement is terminated, or (ii) Seller and Purchaser mutually agree to terminate this Agreement and the Merger Agreement or if this Agreement should otherwise terminate not due to any default of Purchaser under this Agreement, Buyer shall make including termination of this Agreement pursuant to Sections 5.2, 5.3, 9 and 25 below. The Deposit will serve as liquidated damages in any action at law for a loan Purchaser's Default as defined in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note (the “Note”) and a Security Agreement (the “Security Agreement”), in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to BuyerSection 15 below. (b) Upon the notice of the Escrow Agent that the escrow account has been established, and Buyer and Seller shall make reasonable commercial efforts to established the escrow account within three (3) days of the date hereof, Buyer shall deposited into escrow at Bank of New York pursuant to the Escrow Agreement attached hereto as Exhibit A the sum of Two One Million Four Hundred Fifty Thousand Dollars ($250,0001,400,000) (the “Escrow Deposit”). The Escrow Deposit shall be released in accordance with the provisions paid by Purchaser to Seller by wire transfer of Section 9 hereoffederal funds to a bank account(s) designated by Seller. (c) On The balance of the Purchase Price shall be payable by Purchaser's assumption or satisfaction of a Mortgage and Fixture Filing dated as of September 18, 1997 by Seller, as Grantor, for the benefit of Bank One, Indiana, NA, as Lender, recorded in Mortgage Record A891 at pages 443-452 in the Office of the Recorder of Monroe County, Indiana covering the Property and additional property, which additional property was released from the Mortgage and Fixture Filing by Partial Release of Mortgage and Assignment dated December 7, 1998, recorded as record number 824809 (such Mortgage and Fixture Filing, as modified by such Partial Release of Mortgage and Assignment, being called herein the "Mortgage"), which Mortgage secures payment of a promissory note dated September 18, 1997 ("Note") from Seller to Bank One, Indiana, NA, in the original principal amount of $2,600,000, which as of the date hereof has and which as of the Closing Dateshall have an unpaid principal balance of no greater than $2,000,000. If Purchaser shall assume the Mortgage and Note, Buyer Purchaser shall pay to Seller, in immediately available funds by wire transfer to such account as shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days prior to the Closing Date) the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of the amounts to be paid directly by Buyer to Lienholders in accordance with Section 1.7 hereof. (d) On the Closing Date, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow execute an Assumption Agreement in the form attached hereto as Exhibit IC, for delivery to Kreido or its designee(swhich shall include a release of Seller from the Mortgage. If the balance due and owing on the Note and Mortgage is less than $2,000,000, the Purchase Price will be reduced by the difference between that balance and $2,000,000, but the amount payable under Section 3(b) solely upon delivery of notice of exercise of warrants issued by Kreido on or about January 12, 2007 and only to the extent required to meet its obligations under said warrants. (It being agreed and understood that any of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stockwill remain $1,400,000. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.

Purchase Price and Manner of Payment. The aggregate consideration to be paid to Seller by Buyer for the Purchased Assets (the “Purchase Price”) shall be as follows: (a) Concurrent The total purchase price for the Shares shall be Three Hundred Eighty-One Thousand Three Hundred Seventy-Six and No/100 Dollars ($381,376.00) (the "Original Purchase Price") which amount will be payable to MRSC contemporaneously with the execution and of the Employment Agreement by delivery to MRSC of this Agreement, Buyer shall make a loan in an aggregate amount of $100,000 to Seller against the delivery and execution by Seller of a promissory note Shareholder's Promissory Note (the “"Promissory Note”") and a Security Agreement (the “Security Agreement”)in such amount, which Promissory Note shall be substantially in the form attached hereto as Exhibit G the proceeds of which are solely to be used to pay such amounts owed by Seller to Certified Technical Services, L.P. (“Certified”). Seller hereby authorizes Buyer to make such payment directly to Certified. On the Closing Date, the Note shall be cancelled and surrendered to BuyerAttachment A hereto. (b) Upon MRSC shall establish a bookkeeping account for the notice benefit of Shareholder (the "Account") for the purpose of establishing a credit towards payment of the Escrow Agent Promissory Note. In [March] of each of the five years commencing in 1999, a credit shall be made to the Account if certain performance goals are achieved with respect to the preceding fiscal year as hereinafter set forth. Additionally, all dividends declared and paid with respect to the Shares shall be credited to the Account Balance. Aggregate amounts credited to the Account shall be referred to herein as the "Account Balance." The Promissory Note shall become due and payable on the fifth anniversary thereof (the "Fifth Anniversary"); provided, however, that in the escrow account has been establishedevent that Shareholder's em- ployment with MRSC is terminated for any reason, including, without limitation, death or disability, prior to the Fifth Anniversary ("Termination"), the Promissory Note shall become due and payable on the Closing Date (as hereinafter defined) following the Termination and, provided further, that in the event MRSC exercises the Call Option, as hereinafter defined, prior to the Fifth Anniversary, the Promissory Note shall become due and payable on the Closing Date following such exercise (the "Call Option Closing Date"). If Shareholder is employed by MRSC on the Fifth Anniversary, the Account Balance shall be offset against amounts owing under the Promissory Note and any remaining amounts in the Account Balance shall be paid to Shareholder within [30] days following the Fifth Anniversary. In the event of Termination for Good Cause, other than due to death or Disability or without Good Reason, the Account Balance shall be deemed to be zero, and Buyer and Seller MRSC shall make reasonable commercial efforts to established repurchase the escrow account within three (3) days of Shares for the date hereof, Buyer shall deposited into escrow at Bank of New York Original Purchase Price plus accrued interest on the Promissory Note pursuant to the Escrow Agreement attached hereto as Section 9 of this Exhibit A the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Escrow Deposit”). The Escrow Deposit Agreement, which shall be released offset against amounts owing under the Promissory Note. In the event of Termination for Good Reason or not for Good Cause, other than due to death or Disability, the Account Balance shall be credited with the target credit, determined in accordance with the provisions of Section 9 hereof. subparagraph (c) On below, with respect to any further period for which such credit may be made, and the Closing Date, Buyer shall pay to Seller, in immediately available funds by wire transfer to such account as Account Balance shall be designated in a written direction by Kreido to FRB (such directing to be provided no later than three (3) days offset against amounts owing under the Promissory Note. In the event of exercise of the Call Option prior to the Closing Date) Fifth Anniversary, the sum of Two Million Dollars Four Hundred Forty Two Thousand Dollars ($2,442,000) less any of Account Balance shall be credited with the amounts to be paid directly by Buyer to Lienholders target credit, determined in accordance with Section 1.7 hereof. subparagraph (dc) On below, with respect to any further period for which such credit may be made, and the Account Balance shall be offset against amounts owing under the Promissory Note on the Call Option Closing Date and, if the Call Option is exercised with respect to all of the Shares, any remaining amounts in the Account Balance shall be paid to Shareholder within (30) days following the Call Option Closing Date; provided that if the Call Option is exercised with respect to a portion of the Shares, FRB shall issue to Kreido a total of One Million Two Hundred Thousand (1,200,000) shares of FRB common stock, $0.001 par value per share (“Buyer Stock”), of which Three Hundred Thousand (300,000) shares shall be deposited in escrow with Wall Street Transfer Agents, Inc., the transfer agent of FRB, pursuant to the Securities Escrow Agreement any amounts remaining in the form attached hereto as Exhibit I, for delivery to Kreido Account Balance shall not be paid until the earlier of the Fifth Anniversary or its designee(s) solely upon delivery of notice of the exercise of warrants issued by Kreido on or about January 12, 2007 and only the Call Option with respect to the extent required to meet its obligations under said warrants. (It being agreed and understood that any all of the escrowed Buyer Stock not delivered to Kreido or its designee on or before January 31, 2012, shall be returned to FRB) and cancelled and returned to the status of authorized and unissued capital stockShares. (e) On the Closing Date, FRB shall issue to Kreido a Warrant Agreement and Certificate representing the right to purchase up to Two Hundred Thousand (200,000) shares of common stock of FRB at an exercise price of $8.00 per share and having an expiration date five years after the Closing Date, substantially in the form attached hereto as Exhibit B (the “Buyer Warrant”). (f) On the Closing Date, Buyer shall accept and assume the Assumed Contracts and the Assumed Liabilities.