AGREEMENT

This Agreement (this "Agreement") entered into as of February_____________,
2006, by and between, Flatiron Newsbar LLC a New York Limited Liability Company
with offices located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (hereinafter
referred to as the "Seller") and The Certo Group, Corp., a Delaware Corporation
with offices located at 000 Xxxxxx Xxxxx Xxxxx Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx
00000 (hereinafter referred to as the "Purchaser").

WITNESSETH

WHEREAS, Seller is engaged in the coffee newsstand business, and conducts
its business under the name News Bar at the premises known as 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx (hereinafter referred to as the "Business", and the premises
of the Business hereinafter referred to as the "Premises"); and

WHEREAS, Seller desires to sell, transfer and assign to Purchaser, and
Purchaser desires to purchase and acquire from Seller, all of the assets of
Seller relating to the operation of the Business and in connection therewith,
Purchaser has agreed to assume the Lease (as defined below), all on the terms
and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1 Sales and Assets. On the terms and subject to the conditions set forth in
this Agreement, Seller will sell, transfer, convey, assign and deliver to
Purchaser, and Purchaser will purchase, at the Closing (as defined below),
all of Seller's assets used or held for use in the conduct of the Business,
except as otherwise provided in this Agreement, including without
limitation, the following assets (collectively, the "Transferred Assets"):

1.1 The entire interest of Seller, as tenant, under a certain lease
agreement dated as of May 14, 2001, by and between R&F Realty Co., as
landlord (the "Landlord"), and Seller, as tenant, with respect to the
Premises (a copy of which has been previously delivered to Purchaser's
attorney, receipt of which is hereby acknowledged, and such lease
hereinafter referred to as the "Lease", the term "Lease" shall be
deemed to include each sublease affecting the Premises).

1.2 All chattels, furniture, fixtures, trade name, telephone number (to
the extent that Seller can confer such right),and all other assets and
property used by Seller in the Business, except the following items
which are not part of this sale or deemed Transferred Assets: coffee
grinder, drip coffee machine, espresso grinder, espresso machine and
coffee pots which are owned by Xxxxxxx Coffee Company and ATM machine.

2 Purchase Price,

2.1 The purchase price for all the Transferred Assets is the amount of One
Hundred Seventy-Five Thousand Dollars and No Cents ($1 75,000.00)
Dollars (the "Purchase Price"), payable as follows:

2.2 The amount of Seventeen Thousand Five Hundred ($17,500.00) Dollars,
upon the execution of this Agreement, by check subject to collection.
Such sum of dollars shall be held in escrow by Seller's attorney as
escrow agent (the "Escrow Agent") subject to the terms hereof.

2.3 The amount of One Hundred Fifty-Seven Thousand Five Hundred Dollars
and No Cents ($157,500.00) Dollars, at closing payable in accordance
with paragraph 2.4

2.4 a) The amount of Seventy-Eight Thousand Seven Hundred Fifty Dollars
($78,750.00) by good unendorsed certified or bank cashier's check; (b)
The amount of Seventy-Eight Thousand Seven Hundred Fifty Dollars
($78,750.00) Dollars by purchaser executing and delivering to the
order of Seller or bearer (at Seller's option) two separate promissory
notes. The first note will be in the amount of $70,000.00 payable over
thirty-six consecutive months at the rate of 7% per annum with monthly
payments of $2,161.40. A copy of such note and its amortization
schedule is attached as Exhibit 2.4(bl). The second note will be in
the amount of $8,750.00 with $4,375.00 plus interest at the rate of 7%
per annum payable five (5) months after closing and $4,375.00 plus
interest at the rate of 7% per annum payable nine (9) months after
closing. A copy of such note is set forth in Exhibit 2.4b2. The
promissory note set forth as Exhibit 2.4bl shall be payable monthly
commencing thirty days after closing (such promissory notes
hereinafter referred to as the "promissory Notes").

3 Escrow. The amount paid pursuant to Subsection 2.2 hereof shall be held in
escrow by the Escrow Agent until the Closing, and in accordance with the
terms of this Agreement. The amount

deposited with the Escrow Agent shall be delivered to Seller upon the happening
of any of the following events: (i) the Closing; or (ii) the failure of
Purchaser to close this sale in accordance with the terms and conditions of this
Agreement. The amount deposited with the Escrow Agent shall be delivered to
Purchaser if this Agreement is canceled either by mutual agreement or in
accordance with the terms and provisions of this Agreement.

4 Allocation. The pal-ties agree that the Purchase Price shall be allocated
as follows:

Leasehold improvements $60,000.00
Goodwill $60,000.00
Restrictive Covenant $55,000.00
Inventory $0
Fixtures and Equipment $3,000.00
------------
------------
Total $175,000.00

5 Representations and Warranties of Seller. Seller represents and warrants to
its knowledge as

follows:

5.1 Seller's Authority. The execution and delivery of this Agreement by
Seller to Purchaser and the sale contemplated hereby have been duly
authorized by Seller's members and its managers, if applicable.

5.2 Ownership of Assets. Seller is the sole owner of the Transferred
Assets and has good and marketable title to the Transferred Assets,
free and clear of all mortgages, security interests, liens or
encumbrances, except as otherwise provided herein.

5.3 Judgments, Legal Actions, Etc. There are no judgments against Seller,
the Transferred Assets or the Business, and there are no legal actions
or proceedings pending against the Transferred Assets or the Business.

5.4 Bankruptcy, Insolvency, Etc. No petition in bankruptcy or other
insolvency proceeding has been filed by or against Seller, nor has it
made any assignment for the benefit of creditors.

5.5 No Employment Agreements, Union Contract. There are no written or oral
agreements of employment with any employee of Seller which are not
terminable at will by the employer; there are no commitments to past
or present employees for expenses, vacation or vacation pay, profit
sharing or any compensation in addition to regular salary
arrangements; and there are no pension, bonus, profit sharing, health
insurance, or retirement plans for officers or employees. There are no
agreements with labor unions in force and effect.

5.6 Lease. Seller is presently in possession of the Premises located at
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx by virtue of the Lease with it's
landlord R&F Realty Co. as tenantlshareholder of the subject premises
with permission of Fifth Avenue Loft Corporation, owner of the
building. The Lease is (and at Closing shall be) in full force and
effect in accordance with its terms. Rent and all other charges under
the Lease shall be fully paid by Seller through the Closing. Seller's
interest in the Lease, as lessee, is a valid interest.

5.7 Contracts/Leases/Service Contracts. None of Seller's assets are
subject to any lease (e.g. equipment lease), contract or service
contract (e.g. security or alarm company), other than the following:
coffee machine which is owned by Xxxxxxx Coffee Company.

6 Representations and Warranties of Purchaser. Purchaser and Purchaser's
shareholders represent and warrant as follows:

6.1 Organization and Standing of Purchaser. Purchaser is a corporation
duly organized, validly existing, and in good standing under the laws
of the State of New York.

6.2 Purchaser's Authority. The execution and delivery of this Agreement by
Purchaser to Seller and the sale contemplated hereby have been duly
authorized by Purchaser's board of directors and its shareholders.

6.3 Lease. Seller has exhibited the Lease to Purchaser, Purchaser has
indicated its approval of the terms thereof. Purchaser agrees to
assume all of the terms and conditions of the Lease, and to execute an
agreement holding the Seller harmless from any liability under the
Lease, from and after the Closing Date.

6.4 Condition of the Transferred Assets. Seller has not made any
representations as to the physical or environmental condition, income,
expense, operation or any other matter or thing affecting or related
to the Business or the Transferred Assets, except as herein
specifically set forth, and Purchaser further agrees to take the
Transferred Assets and the Business "AS IS". Seller is not liable or
bound in any manner by any verbal or written

statements, representations, brokers "set-ups" or information
pertaining to the Transferred Assets or the Business furnished by any
broker, agent, employee, servant or other person, unless the same are
specifically set forth herein.

6.5 No Other Representations or Warranties. Purchaser agrees that no other
representations or warranties have been made or are being made in
connection with this Agreement or the transactions contemplated hereby
except as expressly provided for herein.

7 Conduct of Business Pending Closing.

7.1 Seller shall use its best efforts to operate and manage the Business
as follows: (i) in the same manner as heretofore conducted by Seller;
(ii) in the regular and ordinary course.

7.2 Seller will not violate the terms of the Lease.

7.3 Seller will perform all contracts executed by it in relation to the
Business which by their terms require performance by Seller.

7.4 Seller will not remove, or cause to be removed any merchandise, except
as may be consumed or disposed of in the regular course of business.

7.5 Seller will not enter into any contract or agreement, written or oral,
in relation to the Business binding the Purchaser after the Closing,
except in the normal and ordinary course.

Creditors. At the Closing Seller shall make and deliver an affidavit
setting forth an accurate list of all of Seller's creditors and the amount due
to each creditor or an affidavit that it has no creditors (the "Affidavit").
Seller agrees to swear or affirm that the Affidavit is true and accurate to the
best of its knowledge, information and belief.

7.6 To insure the payment, satisfaction and/or discharge by Seller, of any
creditors, debts or liabilities by it to be paid or satisfied pursuant
to this Agreement, at the Closing, Seller shall deposit with the
Escrow Agent the amount of Two Thousand ($2,000.00) Dollars, plus the
aggregate amount set forth in the Affidavit, the total of which sum
shall be held by the Escrow Agent. Seller and Purchaser, at the
Closing, will enter into a written agreement with the Escrow Agent,
whereby the Escrow Agent shall hold the escrow for a period of sixty
(60) days from the Closing Date and then to be paid over to Seller,
if, during such period, no claim shall have been made to the Escrow
Agent. The Escrow Agent is authorized to pay any claims out of the
funds so held to the claims of unpaid creditors which are not disputed
either as to existence or amount by Seller.

7.7 Purchaser shall prepare and file by certified mail, at Ieast ten (10)
days prior to the Closing Date, a Notification of Sale, Transfer or
Assignment in Bulk with the State of New York - Department of Taxation
and Finance - Sales Tax (a/k/a form AU-196.10).

7.8 At the Closing, Seller agrees to deposit with the Escrow Agent the
amount of Three Thousand ($3,000.00) Dollars to be held by the Escrow
Agent, in escrow, as security for the payment of any sales taxes due
to the State of New York from Seller. The Escrow

Agent shall hold such sum until the earlier of 90 days or when Seller
obtains and delivers to the Escrow Agent a consent, determination and
release from the New York State Tax Commission of the sales tax
liability of Seller.

8 Closing. The closing of sale under this Agreement shall take place at the
offices of Sadis & Xxxxxxxx LLC, 551Fifth Avenue, 21" floor Xxx Xxxx, Xxx
Xxxx 00000 within five business days of Landlord's consent to the
assignment of lease at 1 p.m. For purposes of this Agreement the "Closing"
means the closing of the transactions contemplated by this Agreement and
the "CIosing Date" means the actual date of the Closing of the transactions
contemplated by this Agreement.

9 Conditions of Seller. The obligations of Purchaser hereunder to Close are
subject to Seller delivering, at or before the Closing, each of the
following:

9.1 Keys. The keys to the Premises.

9.2 Assignment of Lease. A duly executed and acknowledged conditional
assignment of the Lease in conformity with the provision's of the
Lease.

9.3 Landlord's Consent. The written consent of the Landlord and Fifth
Avenue Loft Corporation consenting to the assignment of the Lease and
the security deposit, if any, to Purchaser; provided, however, that
Purchaser shall use its best efforts to assist Seller to obtain the
Landlord's consent to the assignment and shall provide the Landlord
with all

necessary information for the Landlord to evaluate the credit
worthiness and business experience of Purchaser.

9.4 Xxxx of Sale. A duly executed and acknowledged xxxx of sale in form
and substance reasonably acceptable to Purchaser, containing the usual
warranties and affidavit of title and covering all of the Transferred
Assets.

9.5 Restrictive Covenant. The written agreement of Seller, and Xxxxxx
Xxxxx that, for a period of three (3) years from the Closing Date,
they shall not, either jointly or severally, establish, open be
engaged in, or in any manner become interested, directly or
indirectly, either as owner, partner, member, agent, or as a
shareholder, officer or director of an entity, or otherwise (except at
the request of and/or on behalf of Purchaser) in a similar line of
business, within a radius of four (4) blocks from the Premises. Such
agreement shall provide that it shall be void if Purchaser defaults
under the Promissory Note.

9.6 Indenmification Agreement. The written agreement of Seller to
indemnify and hold harmless Purchaser from and against all
liabilities, claims, causes of action, suits or other matters arising
out of the operation and/or ownership of Seller of the Business prior
to Closing, such indemnification shall include, but shall not be
limited to, costs and reasonable attorneys' fees incurred in
connection with the defense of any claims against Purchaser.

9.7 Telephone Letter. A letter of Seller authorizing the applicable
telephone company to transfer the Business' telephone number to
Purchaser.

9.8 Sublease. The written agreement of Seller, as subleasor, to sublease
the Premises to Purchaser, as subleasee, pursuant to which Purchaser
may operate the Business at the Premises.

9.9 Additional Documents. Any and all other instruments of sale,
conveyance or assignment required for the proper transfer of the
property, property rights, and assets referred to in this Agreement.

10 Conditions of Purchaser. The obligations of Seller hereunder to Close are
subject to Purchaser delivering, at or before the Closing, each of the
following:

10.1 Funds. The funds to paid pursuant to Section 2.

10.2 Promissory Notes. A duly executed as set forth in Exhibit 2.4b
Promissory Note to be personally guaranteed by Xxxxxxxx Xxxxx.

10.3 New York State Sales Tax. Proof of payment of the New York State Tax
on the portion of the Purchase Price allocated for the fixtures to be
sold hereunder which shall be made by Purchaser at closing.

10.4 Indemnification Agreement. The written agreement of Purchaser
providing that in the event the New York State Sales Tax Bureau shall
appraise the fixtures at an amount in excess of the allocation herein
made, then, and in that event, Purchaser will pay the sales tax on the
amount of excess, or, in the event that Seller shall have paid the
sales tax on the amount of such excess, Purchaser upon fifteen (15)
days prior written notice will reimburse Seller for such payment,

10.5 Assumption of Lease. The written agreement of Purchaser wherein the
Purchaser agrees to assume all of the terms and conditions of the
Lease and to hold Seller harmless from any liability under the Lease
from and after the Closing Date. Purchaser shall pay for all fees,
expenses, costs, attorneys fees (including those of the Landlord
and/or its agents) associated with obtaining consent of the landlord
to the Lease.

10.6 Assumed Contracts/Leases/Service Contracts. The written agreement of
Purchaser wherein Purchaser agrees to assume the obligations of the
leases (e.g. equipment lease), contract or service agreements (e.g.
security or alarm company), that follow: NONE. Such agreement, also,
shall contain an indemnification of Seller of any claims made pursuant
to such leases, contracts or service agreements.

10.7 Security Agreement. The execution and delivery of a security agreement
and UCC-I as security for the payment of the Promissory Note covering,
as collateral, the fixtures, chattels, equipment and merchandise
located at the Premises.

10.8 Security Assignment of Lease. The execution and delivery of a security
assignment of lease (the "Security Assignment of Lease") assigning the
Lease to Seller subject to Purchaser paying in full the Promissory
Notes and complying with the terms of the Security Agreement and
Sublease .

10.9 Escrow of Documents. The execution and delivery of an escrow agreement
of documents (the "Escrow of Documents"), pursuant to which the Lease
and the Security Assignment of Lease shall be deposited in escrow with
the Escrow Agent until the Promissory Notes have been entirely paid.
The Escrow of Documents shall provide that if there should be a
default in the payment of the Promissory Notes, Security Agreement,
the Sublease or the Lease which continues beyond the grace period
provided therein, the Escrow Agent shall deliver such instruments to
Seller without further notice to Purchaser.

10.10 Additional Documents. The parties shall otherwise execute and deliver
any and all other instruments and documents as may be required to
carry out the terms of this Agreement.

11 Destruction. Risk of loss or damage by fire, prior to the Closing,
shall be borne by Seller. In the event such loss or damage is
material, either party may cancel this Agreement, in which event
Purchaser shall be entitled to the return of the monies paid by
Purchaser to Seller pursuant to this Agreement, and thereupon neither
party shall have any further claim as against the other.

12 Adjustments.

12.1 At the Closing, the following items applicable to the Lease shall be
prorated between the parties on a per diem basis (based upon a 365 day
year and a 28, 30 or 31 day month as applicable) as of 11:59 p.m. of
the day immediately proceeding the Closing Date (except as otherwise
specifically provided herein); rent, taxes, security, prepaid rent ,
if any. 12.2 Any deposit made by Seller as security to the Landlord
shall be paid by Purchaser to Seller at the Closing.

12.3 Any deposit made by Seller to any public utility and/or service
contract or lease contract (assumed by Purchaser herein) shall not be
part of this sale, Immediately after the Closing, Purchaser and Seller
shall notify any public utility prior to the Closing of the
contemplated change of ownership. In the event such public utility is
not able to adjust the xxxx, a final meter reading will be obtained on
the Closing Date and such readings and bills presented in regard
thereto shall be used to complete such adjustment.

12.4 All income and expenses on the Closing Date shall inure to the
Purchaser.

12.5 Purchaser shall pay to Seller, Seller's cost of the inventory existing
at the Business on the day immediately prior to the Closing Date.
Parties will take an inventory of merchandise at the premises. The
amount of inventory will be paid on the date of closing.

13 Miscellaneous.

13.1 Individual Purchaser. Not applicable.

13.2 Survival. The terms, covenants, conditions, representations and
warranties contained in this agreement shall not survive the Closing,
except as otherwise provided in this Agreement.

13.3 Payment of Attorney's Fees. Each of the parties shall be responsible
for paying their respective legal and accounting fees incurred in
connection with the transaction contemplated by this Agreement.
Purchaser acknowledges and agrees that it is its responsibility to pay
$950.00 to Seller's attorney for the preparation of the promissory
note, security agreement and the UCC-1 Financing Statements plus costs
of filing the UCC-1 with the New York State Department of State.
Purchaser to pay the $950.00 Seller's attorney fee at the first
closing which occurs among this Agreement and corresponding Agreements
signed as of the date hereof between purchaser and 41A Avenue A Cafe,
LLC or Xxxxxxxx Cafe LLC.

13.4 No Broker., Xxxxxx Xxxxxx was the only broker, Seller shall pay any
brokerage commission owed to the broker. and Purchaser agrees to hold
Seller harmless and to indemnify Seller from any claims and suits for
brokerage commission which may be instituted against Seller as a
result of Purchaser's action only.

13.5 Notice. All notices provided or permitted pursuant to this Agreement
shall be in writing and shall be deemed to have been given when either
personally delivered or sent by registered or certified mail, return
receipt requested, addressed to the party at the respective address
set forth in this Agreement for such party, unless such address has
been changed by written notice to the other party; provided, that any
such change of address shall be effective only upon receipt of such
notice. A copy of all such notices shall be sent to such parties
attorney at the addresses provided below: If to Seller, Sadis &
Xxxxxxxx LLC, 000 Xxxxx Xxxxxx, 00x' xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
attention:

Xxxx Xxxxx, Esq. If to Purchaser: Xxx and Xxxxxxxxx, 000 Xxxxxxxx
Xxxxxxxx, xxxxx 000, Xxxxxxx Xxxx, XX 00000, attention: Xxx Xxxxxxxxx,
Esq.

13.6 Entire Agreement. This Agreement and the agreements delivered at the
Closing supersede all prior discussions and agreements between the
parties with respect to the subject matter hereof and thereof, and
contain the sole and entire agreement of the parties.

13.7 Governing Law; Jurisdiction. This Agreement shall be governed by and
construed under the substantive laws of the State of New York.
Notwithstanding such fact, the parties agree that in the event any
action is brought to enforce obligations created under this Agreement
or otherwise hereunder, the Supreme Court of the State of New York
shall have personal jurisdiction over the parties and venue shall be
fixed in the County of New York.

13.8 Escrow Agreements. The Escrow Agent shall be entitled to rely upon
facts set forth in notices directed to it in the performance of its
obligations pursuant hereto. Seller and Purchaser, jointly and
severally, agree to and do hereby release and discharge the Escrow
Agent from and against any and all claims and liability of every
nature in respect of any payment made by the Escrow Agent in good
faith, regardless of to whom such payment is made, and in respect of
any retention of funds by the Escrow Agent in good faith. The parties
expressly acknowledge and agree that the Escrow Agent is only a stake
holder, and each of the parties and its officers, managers, directors,
members and shareholders) agrees to reimburse, indemnify and hold
harmless the Escrow Agent from and against

any expenses and counsel fees the Escrow Agent may pay or incur in
connection with or arising out of the escrow undertaken pursuant to
this Agreement.

13.9 Waiver. Any term or condition of this Agreement may be waived at any
time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument
duly executed by or on behalf of the party waiving such term or
condition. No waiver by any party of any term or condition of this
Agreement, in any one or more instances, shall be deemed to be or
construed as a waiver of the same or any other term or condition of
this Agreement on any future occasion, All remedies, either under this
Agreement or by law or otherwise afforded, will be cumulative and not
alternative.

13.10 Amendment. This Agreement may be amended, supplemented or modified
only by a written instrument duly executed by or on behalf of each
party hereto.

13.11 No Third Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns, and it is not the
intention of the parties to confer third-party beneficiary rights upon
any other person other than any person.

13.12 No Assignment; Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto
without the prior written consent of the other party hereto and any
attempt to do so will be void, except as provided in Section 16.1
hereof. Subject to the preceding sentence, this Agreement is binding
upon, inures to the benefit of and is enforceable by the parties
hereto and their respective successors and assigns.

13.13 Headings. The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the
provisions hereof.

13.14 Counterpals. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement the year and
date first above written.

Flatiron Newsbar LLC
By: Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: Managing Mem er

The Certo Group, Corp.
By: Xxxxxxxx Xxxxx
------------------------
Name:Xxxxxxxx Xxxxx
Title:President

The undersigned acknowledges receipt of checks aggregating Twenty Thousand
($20,000.00) Dollars the proceeds of which are to be held in escrow pursuant to
the terms of this Agreement.

Sadis & Xxxxxxxx LLC

By:_____________________
Name: Xxxx Xxxxx
Title: Member

Schedule of Merchandise included in Sale
Flatiron Newsbar, LLC

1. 3 door soda cooler

2. 40" open case

3. 2 case I dry for muffins, 1 for sandwiches 5

4. soup warmer

5. Salad bar refrigerator

6. I register

7. 1 walk in box 1

8. computer

9. 1 ice machine

10. 1 panini grill

11. 1 10' refrigerator

1 05-06 7.000 2161.40 0.00 1753.07 408.33 408.33 1753.07 68246.93
2 06-06 7.000 2161.40 0.00 1763.29 398.11 806.44 3516.36 66483.64
3 07-06 7.000 2161.40 0.00 1773.58 387.82 1194.26 5289.94 64710.06
4 08-06 7.000 2161.40 0.00 1783.92 377.48 1571.74 7073.86 62926.14
5 09-06 7.000 2161.40 0.00 1794.33 367.07 1938.81 8868.19 61131.81
6 10-06 7.000 2161.40 0.00 1804.80 356.60 2295.41 10672.99 59327.01
7 11-06 7.000 2161.40 0.00 1815.33 346.07 2641.48 12488.32 57511.68
8 12-06 7.000 2161.40 0.00 1825.92 335.48 2976.96 14314.24 55685.76
------------------------------------------------------------------------------------------------------------------------------------
Totals for 2006: Principal: 14314.24 P+I: 17291.20
Interest: 2976.96 Balance: 55685.76

------------------------------------------------------------------------------------------------------------------------------------
Payment Intr. Reqrd. Addtnl. Monthly Month. Accumul. Accumul. Principal
date rate paymt. paymt. princ. intr. interest princpl. remaining
------------------------------------------------------------------------------------------------------------------------------------
9 01-07 7.000 2161.40 0.00 1836.57 324.83 3301.79 16150.81 53849.19
10 02-07 7.000 2161.40 0.00 1847.28 314.12 3615.91 17998.09 52001.91
11 03-07 7.000 2161.40 0.00 1858.06 303.34 3919.25 19856.15 50143.85
12 04-07 7.000 2161.40 0.00 1868.89 292.51 4211.76 21725.04 48274.96
13 05-07 7.000 2161.40 0.00 1879.80 281.60 4493.36 23604.84 46395.16
14 06-07 7.000 2161.40 0.00 1890.76 270.64 4764.00 25495.60 44504.40
15 07-07 7.000 2161.40 0.00 1901.79 259.61 5023.61 27397.39 42602.61
16 08-07 7,000 2161.40 0.00 1912.88 248.52 5272.13 29310.27 40689.73
17 09-07 7.000 2161.40 0.00 1924.04 237.36 5509.49 31234.31 38765.69
18 10-07 7.000 2161.40 0.00 1935.27 226.13 5735.62 33169.58 36830.42
19 11-07 7.000 2161.40 0.00 1946.56 214.84 5950.46 35116.14 34883.86
20 12-07 7.000 2161.40 0.00 1957.91 203.49 6153.95 37074.05 32925.95
------------------------------------------------------------------------------------------------------------------------------------
Totals for 2007: Principal: 22759.81 P+I: 25936.80
Interest: 3176.99 Balance: 32925.95
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Payment Intr. Reqrd. Addtnl. Monthly Month. Accumul. Accumul. Principal
date rate paymt. paymt. princ. intr. interest princpl. remaining
------------------------------------------------------------------------------------------------------------------------------------
21 01-08 7.000 2161.40 0.00 1969.33 192.07 6346.02 39043.38 30956.62
22 02-08 7.000 2161.40 0.00 1980.82 180.58 6526.60 41024.20 28975.80
23 03-08 7.000 2161.40 0.00 1992.37 169.03 6695.63 43016.57 26983.43
24 04-08 7.000 2161.40 0.00 2004.00 157.40 6853.03 45020.57 24979.43
25 05-08 7.000 2161.40 0.00 2015.69 145.71 6998.74 47036.26 22963.74
26 06-08 7.000 2161.40 0.00 2027.44 133.96 7132.70 49063.70 20936.30
27 07-08 7.000 2161.40 0.00 2039.27 122.13 7254.83 51102.97 18897.03
28 08-08 7.000 2161.40 0.00 2051.17 110.23 7365.06 53154.14 16845.86
29 09-08 7.000 2161.40 0.00 2063.13 98.27 7463.33 55217.27 14782.73
30 10-08 7.000 2161.40 0.00 2075.17 86.23 7549.56 57292.44 12707.56
31 11-08 7.000 2161.40 0.00 2087.27 74.13 7623.69 59379.71 10620.29
32 12-08 7.000 2161.40 0.00 2099.45 61.95 7685.64 61479.16 08520.84
------------------------------------------------------------------------------------------------------------------------------------
Totals for 2008: Principal: 24405.11 P+I: 25936.80
Interest: 1531.69 Balance: 8520.84

------------------------------------------------------------------------------------------------------------------------------------
Totals for 2009: Principal: 8520.84 P+I: 8645.46
Interest: 124.62 Balance: 0.00
------------------------------------------------------------------------------------------------------------------------------------
Payment Intr. Reqrd. Addtnl. Monthly Month. Accumul. Accumul. Principal
date rate paymt. paymt. princ. intr. interest princpl. remaining
------------------------------------------------------------------------------------------------------------------------------------

PROMISSORY NOTE

$70,000.00 April , 2006

FOR VALUE RECEIVED, The Certo Group Corp. ("Maker"), promises to pay to the
order of Flatiron Newsbar LLC or assignee ("Payee"), the principal sum of
Seventy Thousand ($70,000.00) Dollars, lawful money of the United States of
America, in the form of a direct reduction loan, amortized over Thirty-Six (36)
months with interest calculated at the rate of 7% per annum, which principal and
interest shall be payable in Thirty-Six (36) monthly installments of Two
Thousand One Hundred Sixty One and 40/100 ($2,161.40) Dollars each, commencing
on the 1St day of______________________2006, and continuing on the 15t day of
each month thereafter, until all Thirty-Six (36) consecutive monthly payments
have been made as per the attached schedule. "Note" means this Promissory Note.

All payments of principal and interest to be made by Maker shall be made to
Payee at the address as follows: Flatiron Newsbar
LLC____________________________________________________________________or such
other address as Payee may designate in writing to Maker.

The occurrence of one or more of the following events shall constitute an
"Event of Default" for the purposes of this Note: (a) Maker fails to pay any
amount owing under this Note or any other promissory note by Maker to Payee
within fifteen (15) days of its due date (whether at stated maturity, by
acceleration, or otherwise); or (b) Maker shall file, or have filed against
Maker, a petition seeking to take advantage of any law relating to bankruptcy,
insolvency, reorganization, liquidation or dissolution. If any Event of Default
occurs and is continuing, then and in every such case Payee may declare the
unpaid principal and interest of this Note to be due and payable immediately,
without further notice, and upon any such declaration such principal shall
become due and payable immediately, without presentment, demand, protest, notice
of protest or other formalities of any kind, all of which are hereby expressly
waived by Maker. No delay or omission of Payee to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. In
the Event of Default, Maker shall pay to the Payee any and all costs, filing
fees, and reasonable attorneys fees necessary to enforce the terms and
collection of any payments due under this Note.

If any payment is not made within fifteen (15) days of its due date, a late
charge equal to the lesser of five percent (5%) of such overdue payment or the
maximum amount permitted by applicable law shall automatically become due to
Payee.

This Note shall be governed by, and construed in accordance with, the law
of the State of New York without regard to the conflicts of laws provisions
thereof. All agreements of Maker in this Note shall bind its heirs, executors,
successors and assigns.

The Certo Group Corp.

By: Xxxxxxxx Xxxxx
---------------------
Name: Xxxxxxxx Xxxxx
Title: President

The undersigned personally guarantees the prompt and full performance and
payment in full of the Note made by The Certo Group, Corp. to Payee, and, in the
event of default, authorizes the Payee to proceed against any or all of the
undersigned, for the full amount due including reasonable attorneys' fees, and
hereby waives presentment, demand, protest or notice. This is a guaranty of
payment and no f collection

/s/ Xxxxxxxx Xxxxx
-------------------
Name: Xxxxxxxx Xxxxx
S.S. ####-##-####

PROMISSORY NOTE
$8,750.00 , 2006

FOR VALUE RECEIVED, The Certo Group, Corp. ("Maker"), promises to pay to the
order of Flatiron Newsbar LLC ("Payee"), the principal sum of Eight Thousand
Seven Hundred Fifty ($8,750.00) Dollars, lawful money of the United States of
America, in the form of a direct loan, payable in two (2) payments of $4,375.00
each plus accrued interest calculated at the rate of 7.0% per annum until paid
in fall. The first payment shall be due five months from the date hereof plus
accrued interest. The second and final payment shall be due nine months from the
date hereof plus accrued interest.

The payment of principal and interest to be made by Maker shall be made to
Payee at the address as
follows:_____________________________________________________________or such
other address as Payee may designate in writing to Maker.

The occurrence of one or more of the following events shall constitute an
"Event of Default" for the purposes of this Note: (a) Maker fails to pay any
amount owing under this Note or any other promissory note by Maker to Payee
within fifteen (15) days of its due date (whether at stated maturity, by
acceleration, or otherwise); or (b) Maker shall file, or have filed against
Maker, a petition seeking to take advantage of any law relating to bankruptcy,
insolvency, reorganization, liquidation or dissolution. If any Event of Default
occurs and is continuing, then and in every such case Payee may declare the
unpaid principal and interest of this Note to be due and payable immediately,
without further notice, and upon any such declaration such principal shall
become due and payable immediately, without presentment, demand, protest, notice
of protest or other formalities of any kind, all of which are hereby expressly
waived by Maker. In the Event of Default, Maker shall pay to the Payee any and
all costs, filing fees, and reasonable attorneys fees necessary to enforce the
terms and collection of any payments due under this Note.

This Note shall be governed by, and construed in accordance with, the law
of the State of New York without regard to the conflicts of laws provisions
thereof.

The Certo Group Corp.

By: Xxxxxxxx Xxxxx
---------------------
Name: Xxxxxxxx Xxxxx
Title: President

/s/ Xxxxxxxx Xxxxx
-------------------
Name: Xxxxxxxx Xxxxx
S.S. ####-##-####

SECURITY AGREEMENT
(Chattel Mortgage)

THIS SECURITY AGREEMENT (this "Agreement"), dated as
of___________________________________________________ by and between The Certo
Group Corp. a Delaware corporation whose principal business address
is____________________________________(the "Debtor") and Flatiron Newsbar LLC, a
New York limited liability company whose principal business address is c/o
Xxxxxx Xxxxx, 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx (the "Secured Party"). The
Debtor's principal place of business is the same as its principal business
address.

WJTNESSETH:

To induce the Secured Party to extend the credit evidenced by the
Promissory Note (as defined below) and to extend credit to the Debtor that would
constitute the Obligations (as defined below), and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Debtor has agreed to pledge and grant a security interest in the Collateral (as
defined below) as security for the Obligations.

Accordingly, the parties hereto agree as follows:

1.1. Obligations. To secure the payment of an indebtedness in the amount of
$80,000.00 plus interest, payable in accordance with the two promissory notes
attached hereto (the "Promissory Note"); and also to secure any other
indebtedness or liability of the Debtor to the Secured Party direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
including all future advances or loans which may be made at the option of the
Secured Party, (collectively, the "Obligations"). The term "Promissory Note"
shall be deemed to include any additional promissory note(s) issued by Debtor as
Maker to the Secured Party, as Payee,.

1.2. Security Interest. Debtor hereby grants and conveys to the Secured
Party a security interest in, and mortgages to the Secured Party: (i) the
property described in the schedule attached hereto (the "Schedule"), which the
Debtor represents will be used primarily for business; (ii) all property, goods
and chattels of the same classes as those described in the Schedule, acquired by
the Debtor subsequent to the execution of this Agreement and prior to its
termination.; (iii) all proceeds thereof, if any; and (iv) all substitutions,
replacements and accessions thereto (collectively, (i), (ii), (iii) and (iv),
the "Collateral").

1.3. Replacement Collateral. Subject to obtaining the consents of any
necessary prior secured parties, the Debtor, with the consent of the Secured
Parry, may replace any items of the Collateral, provided that such replacement
is of equal or greater value to the item(s) so replaced, that the same are fully
paid for, or that such purchase be secured by a security agreement under the
Uniform Commercial Code, which security agreement shall be subordinate to this
Agreement, and further, provided that within five (5) days of any such
replacement, a supplemental security agreement covering such new chattel,
fixtures and equipment which shall

be executed and delivered by the Debtor to the Secured Party c/o its attorney,
together with an appropriate resolution of the Board of Directors of the Debtor,
by certified mail, return receipt requested. The new chattels, fixtures and
equipment shall be deemed additional items of collateral hereunder and shall be
of equal or better quality than the replaced items of collateral, and shall be
deemed to be included in the term "Collateral".

2.1 Debtor represents, warrants, covenants and agrees as follows:

(a) Payment. To pay and perform all of the Obligations in accordance with
their teiins.

(b) Defend Title. To defend the title to the Collateral against all persons
and against all claims and demands whatsoever, which Collateral, except for the
security interest granted hereby, is now lawfully owned by the Debtor and is now
free and clear of any and all liens, security interests, claims, charges,
encumbrances, taxes and assessments, except as may be set forth in the Schedule.

(c) Assurance of Title. On demand of the Secured Party to deliver to the
Secured Party, the following: to furnish further assurance of title, execute any
written agreement or do any other acts necessary to effectuate the purposes and
provisions of this Agreement, to execute any instrument or statement required by
law, or otherwise, in order to perfect, continue or terminate the security
interest of the Secured Party in the Collateral and to pay all costs of filing
in connection therewith.

(d) Location. To keep the Collateral at the location specified in the
Schedule and not to remove same (except in the usual and ordinary course of
business for temporary periods), without the prior written consent of the
Secured Party.

(e) Possession. To retain possession of the Collateral during the existence
of this Agreement and not to sell, exchange, assign, loan, deliver, lease,
mortgage or otherwise dispose of the same without the written consent of the
Secured Party.

(fl Taxes. To pay, when due, all taxes, assessments and license fees
relating to the Collateral.

(g) Liens. To keep the Collateral free and clear of all Liens, charges,
encumbrances, taxes and assessments.

(h) Repairs. To keep the Collateral, at Debtor's own cost and expense, in
good repair and condition, and not to misuse, abuse, waste or allow to
deteriorate, except for normal wear and tear, and to make same available for
inspection by the Secured Party at all reasonable times.

(i) Use of Proceeds. This Agreement is security for a loan to be used to
pay a part or all of the purchase price of the Collateral (which is referred to
under the Uniform Commercial Code as a Purchase Money Security Agreement); the
proceeds of the loan shall be used to pay the purchase price, filing fees and
insurance premiums. The Secured Party however, may pay the proceeds directly to
the seller of the Collateral.

(1) Purchase Money Security Agreement. This is a Purchase Money Security
Agreement.

(k) Collateral. Unless otherwise stated, the Collateral is located at the
premises of the Debtor set forth above. This Security Agreement covers all
instruments, documents, goods, inventory, equipment, chattel paper, contract
rights, accounts, general intangibles and fixtures, all as defined by the
Uniform Commercial Code, including all present or future personal property and
fixtures of Debtor now existing or hereafter acquired, and wherever located.

(1) Change of Address. To immediately notify the Secured Party in writing
of any change, in or discontinuance of, Debtor's place or places of business
and/or residence.

(m) Affixed to Realty. That if the Collateral has been attached to, or is
to be attached to, real estate, a description of the real estate and the name
and address of the record owner is set forth in the Schedule.

3.1 Default. The following shall constitute a default by Debtor
(collectively, each a "Default"):

(a) Non-payment. Default in the payment of any installment of the
Promissory Notes (principal and interest) and such default continues beyond the
grace period of the Promissory Notes.

(b) Violation. Default under any of the terms of this Agreement other than
payment of the Promissory Notes and such default continues beyond the grace
period of ten (10) days.

(c) Rent. Default in the payment of rent under the lease and/or sublease
covering the premises wherein the Collateral is located, and such default
continues for a period of fifteen (15) days or default under any of the other
terms and conditions of said lease and/or sublease (other than in the payment of
rent) and such default continues for a period of fifteen (15) days.

(d) Levy. A levy made by an Xxxxxxxx or Sheriff which is not removed within
a period of fifteen (15) days.

(e) Insolvency. A petition in bankruptcy is filed by the Debtor or the
Debtor is adjusted a bankrupt, or the Debtor makes an assignment for the benefit
of creditors, or the Debtor takes advantage of any insolvency act.

(f) Custodian. A custodian or receiver or trustee is appointed over the
Collateral who is not removed within a period of fifteen (15) days.

(g) Death. Death of the Debtor or of any Guarantor of, or surety for, the
Debtor's obligations.

(h) Due on Sale. If the Debtor, its successors or assigns, transfers the
business located in the premises described in this Agreement or in the event of
a sale of substantially all of the assets of the business or a sale, transfer or
issuance of so much of the capital stock of the business, or the rights
attendant thereto so as to result in a change of control of the Debtor, then the
entire obligation of Debtor shall be immediately due and payable.

(i) Default. Default under any of the terms of payments required by any
prior existing mortgage or sublease if any, which default continues beyond any
applicable grace and notification period provided by such instrument.

3.2 Remedies on Default. Upon any Default of the Debtor which shall
continue uncured beyond any applicable written notice of default period within
which to cure such default and then at the option of the Secured Parry, the
Obligations shall immediately become due and payable in full, without further
notice or demand and the Secured Party shall have all the rights, remedies and
privileges with respect to repossession, retention and sale of the Collateral
and disposition of the proceeds as are accorded to a secured party by the
applicable sections of the Uniform Commercial Code respecting "Default", in
effect as of the date of this Agreement.

3.3 Acceleration. In the event of a Default by Debtor which continues
beyond any applicable grace or notice of default period, provided for curing
such default, the Secured Party or the holder of any of the Promissory Notes
shall have the right, at its option, to declare the entire unpaid balance of
principal and interest then unpaid hereunder, immediately due and payable.

3.4 Deficiency. The Debtor shall remain liable for any deficiency resulting
from a sale of the collateral, which deficiency shall be chargeable to the
Debtor.

3.5 Attorneys' fees etc. Upon any Default, the Secured Party's reasonable
attorneys' fees together with all legal and other expenses from pursuing,
searching for, receiving, taking, keeping, storing, advertising, and selling the
Collateral shall be chargeable to the Debtor.

3.6 Monies Advanced. If the Debtor shall default in the performance of any
of the provisions of this Agreement on the Debtor's part to be performed, the
Secured Party may perfom same for the Debtor's account and any monies expended
in so doing shall be chargeable with interest to the Debtor and added to the
indebtedness secured party.

3.7 Seizure; Assembling Collateral; Notice of Sale. In conjunction with,
addition to or substitution for, those rights, the Secured Party, at the Secured
Party's discretion, after expiration of any applicable grace and/or written
notice of default period, provided such default remains uncured, the Secured
Party, may: (i) enter upon the Debtor's premises peaceably by the Secured
Party's own means, or with legal process, and take possession of the Collateral,
or render it unusable, or dispose of the Collateral on the Debtor's premises,
and the Debtor agrees not to resist or interfere; (ii) require the Debtor to
assemble the Collateral and make it available to the Secured Party at a place to
be designated by the Secured Party, reasonably convenient to both parties
(Debtor agrees that the Secured Party's address as set forth above is a place
reasonably convenient for such assembling); and (iii) unless the Collateral is
perishable or threatens to decline speedily in value or is of a type customarily
sold on a recognized market, the Secured Parry will give the Debtor reasonable
notice of the time and place of any public sale thereof, or of the time after
which any private sale or any other intended disposition thereof is to be made.
The requirements or reasonable notice will be met if such notice is mailed;
postage prepaid, to the address of the Debtor shown above, at least (3) three
days before the time of sale or disposition.

4.1 Further Agreements. Debtor further covenants and agrees as follows:

(a) Insurance. To keep the Collateral insured against loss by fire
(including extended coverage), theft and other hazards, as the Secured Party may
require. The aggregate amount of such insurance shall at least equal but need
not exceed the replacement value of the Collateral. Policies shall be obtained
from reputable insurers licensed to do business in New York State. Certificates
of insurance policies, payable to the respective parties, as their interest may
appear, shall be deposited with the Secured Party who is authorized, but under
no duty, to obtain such insurance upon failure of the Debtor to do so. Debtor
shall give immediate written notice to the Secured Party and to insurers of loss
or damage to the Collateral and shall promptly file proofs of loss with
insurers. Debtor hereby appoints the Secured Party the attorney for the Debtor
in obtaining, adjusting and canceling any such insurance and endorsing
settlement drafts and hereby assigns to the Secured Parry all sums which may
become payable under such insurance, including return premiums and dividends, as
additional security for the indebtedness.

(b) Damage. In the event of any damage or loss to the Collateral, or any
part thereof, resulting from fire, which loss shall be covered by appropriate
fire insurance, the proceeds received from any casualty company insuring such
risk, shall, subject to the rights of prior secured parties if any, be held and
retained in escrow by the attorney for the Secured Party (the "Escrow Agent"),
who shall apply same for repairing or replacing any such damaged or lost items
of the Collateral. The substituted chattels and equipment shall be deemed
covered by this Agreement. Any balance thereon remaining shall be paid to the
Debtor. Nothing herein contained shall vary or modify the obligation of the
Debtor to pay the Promissory Notes as and when they become due and payable.
However, should such casualty result in a termination of the real property lease
for the premises where the Collateral is situated, then and in such event, such
proceeds shall be_applied by the Escrow Agent subject to the rights of any prior
secured

parties, if any, to the payment of the then principal sums and interest due and
owing under this Agreement, and the balance, if any, shall be paid to the
Debtor. The Debtor and the Secured Party agree to endorse any draft issued by
such casualty company upon the payment of such loss to the order of the Escrow
Agent, so as to enable the Escrow Agent to deposit the said draft for
collection, and to apply the funds as provided herein.

(c) Prepayment. Debtor shall have the privilege of prepaying with interest
to the date of such prepayment the principal sum remaining unpaid hereunder or
any part hereof in inverse order of the due dates.

(d) Impairment. It is further agreed that the lien of this Agreement shall
in no wise be affected or impaired, but shall continue until payment in full of
the Obligations have been completed in the event, among other things, that (i)
any one or more of the installments or Promissory Notes shall be increased or
decreased in amount, provided that the monthly payments shall not be increased;
or (ii) the due dates of any one or more of the installments of the Promissory
Notes shall be changed, provided the term is not shortened nor the frequency
changed; or (iii) any promissory note shall be substituted for the Promissory
Notes.

(e) Negotiate. It is further agreed that the Secured Party shall have the
right to discount, sell, pledge, negotiate or otherwise dispose of any of the
Promissory Notes without in any wise prejudicing or affecting the security
herein, and it is further expressly agreed that, should any of the Promissory
Notes, mature and remain unpaid, action may be brought and judgment be obtained
and collected on such Promissory Notes by any holder thereof, without in any way
or manner affecting or impairing this Agreement and without in any wise
altering, impairing or prejudicing the right of the Secured Party under the
terms, covenants and conditions of this Agreement.

(f) Lease. The Debtor agrees to assign any new lease, modification or
extension thereof, procured by it to the Secured Parry, its successors or
assigns, or its designee under the same terms upon which the existing lease has,
as of the date hereof, been assigned. The Debtor, or any one procuring such
lease, modification or extension, shall be declared a trustee of such lease for
the benefit of the Secured Party, its successors or assigns, or its designee.
Nothing contained herein shall be deemed to authorize or empower the Debtor to
execute any such new lease, modification or extension thereof with the landlord.

(g) Non-Compete. If there should be a default in the payment of any of the
Promissory Notes beyond the grace and applicable notice of default periods
resulting in a foreclosure of the lien of this Agreement or the repossession of
the Collateral, then the Debtor and/or its shareholders, officers, director,
partners or members if the Debtor should be a corporation, limited liability
company or partnership, jointly and severally, agree not to engage directly or
indirectly in the same or similar business of any kind or nature within a radius
of five blocks in every direction of the premises herein described for a period
of three years from the date of such foreclosure or repossession.

(h) Financing Statement. The Secured Party is hereby authorized to file
Financing Statements in the state and county wherein the business is situated,
duly executed by Debtor, currently herewith. (i) Further Assurances. Debtor
agrees that, from time to time, upon the written request of the Secured Parry,
Debtor will execute and deliver such documents and do such acts and things as
the Secured Party may reasonably request in order fully to effect the purposes
of this Agreement and to secure the Collateral.

5.1 General Terms.

(a) Notes. Notes, if any, executed in connection with this Agreement, are
separate instruments and may be negotiated by Secured Parry without releasing
Debtor, the Collateral, or any guarantor or co-maker. Debtor consents to any
extension of time of payment. If there be more than one Debtor, guarantor or
co-maker of this Agreement or of notes secured hereby, the obligation of each
such party shall be primary, joint and several. The term "Promissory Notes"
shall be deemed to include any additional or substitute promissory notes given
by Debtor hereunder, now or in the future.

(b) Notices. Notice of any Default, a default in the payment of any of the
Promissory Notes, or any other Notices to either party shall be in writing and
shall be delivered personally or by certified mail, return receipt requested,
addressed to the party at the address set forth herein or otherwise designated
in writing. Debtor, its successor or assigns, shall have ten (10) days from the
mailing of any such notice within which to cure any such default before the
Secured Party shall have the right to assert any remedy, or to accelerate the
payment of the Promissory Notes. The date stamped upon the certification receipt
by the United States Post Office shall be deemed the date of mailing of such
notice. Nothing contained herein shall be deemed to grant to the party in the
actual possession of the premises any extension of time to perform any such
covenant or to make any such payment, other than the Debtor.

(c) Expenses. Upon any Default or any request by Debtor to amend or waive
any term of this Agreement, the Debtor shall pay the Secured Party's attorneys'
fees and the legal and other expenses incurred by the Secured Party in
connection with such default, amendment or waiver.

(d) Non-Waiver. Waiver or acquiescence in any Default by the Debtor, or
failure of the Secured Party to insist upon strict performance by the Debtor of
any representations, warranties, covenants or agreements in this Agreement,
shall not constitute a waiver of any subsequent or other default or failure, and
no course of dealing with respect to, and no delay in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by the Secured Party of any right, power or remedy
hereunder preclude any other or further exercise thereof, or the exercise of any
other right, power or remedy. The remedies herein are cumulative and are not
exclusive of any remedies provided by law.

(e) Law Applicable. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, and the Uniform Commercial
Code enacted in the State of New York shall govern the rights, duties and
remedies of the parties and any provisions herein declared invalid under any law
shall not invalidate any other provision or this Agreement.

(f) Assigns. The terms, warranties and agreements herein contained shall
bind and inure to the benefit of the respective parties hereto, and their
respective legal representatives, successors and assigns. (g) Amendments. This
Agreement may only be altered or amended by an instrument in writing duly
executed by the parties to this Agreement.

(h) Severability. If any provision hereof is invalid and unenforceable,
then, to the fullest extent permitted by law, (i) the other provisions hereof
shall remain in full force and effect and shall be liberally construed in favor
of the Secured Party in order to carry out the intentions of the parties hereto
as nearly as may be possible.

(i) Captions. The captions and section headings are inserted only as a
matter of convenience and for reference and in no way define, limit or describe
the scope of this Agreement nor the intent of any provision thereof.

(j) Gender/Singular-Plural. The gender and number used in this Agreement
are used a reference term only and shall apply with the same effect whether the
parties are of the masculine or feminine gender, corporate or other form, and
the singular shall likewise include the plural.

IN WITNESS WHEREOF, the Parties have respectively signed and sealed these
presents the day and year first above written.

Secured Parry: Flatiron Newsbar LLC
By: Name: Xxxxxx Xxxxx
Title: Managing Member

Agreed as to Section 4.1(g) only Debtor: The Certo Group, Corp.
/s/ Xxxxxxxx Xxxxx By : /s/ Xxxxxxxx Xxxxx
---------------------------------- ------------------------------
Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx
Title: President

SCHEDULE

List the items of Collateral, the address where each item will be located and
describe any prior liens, and the amounts due thereon, and describe the real
estate and the list the name and addresses of the record owner of the real
estate that the Collateral is attached to, if applicable.

Items Location

All fixtures and equipment in 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
the Business Premises

GUARANTEE

The undersigned personally guarantees prompt and full performance and
payment according to the tenor of the within agreement to the holder hereof,
and, in the event of default, authorizes any holder hereof to proceed against
the undersigned, for the full amount due including reasonable attorneys' fees,
and hereby waives presentment, demand, protest, notice. This is a guaranty of
payment and not of collection.

/s/ Xxxxxxxx Xxxxx
----------------------
Name: Xxxxxxxx Xxxxx
0000 xxxx Xxxx
Xxxxxxxxxxx, XX 00000
S.S. # ###-##-####

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AGREEMENT

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