SHARE  EXCHANGE   AGREEMENT

Dated   August  14,   201 5

by   and  am ong

PACIFIC VENTURES GROUP, INC.,

a Delaware corporation

as   the   Acqui ror  and  Parent

and

SNÖBAR HOLDINGS, INC.,

a Delaware corporation

and

THE  SHAREHOLDER   S OF

SNÖBAR HOLDINGS, INC.

[EXECUTION COPY]

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TABLE OF CONTENTS

ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SNO AND THE SHAREHOLDERS	PAGE 1
Section 1.01 Incorporation	1
Section 1.02 Authorized Shares and Capital	2
Section 1.03 Subsidiaries and Predecessor Corporations	2
Section 1.04 Financial Statements	2
Section 1.05 Information	3
Section 1.06 Options or Warrants	3
Section 1.07 Absence of Certain Changes or Events	3
Section 1.08 Litigation and Proceedings	3
Section 1.09 Contracts	4
Section 1.10 Compliance With Laws and Regulations	4
Section 1.11 Approval of Agreement	4
Section 1.12 SNO Schedules	4
Section 1.13 Valid Obligation	4
Section 1.14 Investment Representations	5
Section 1.15 Leak Out Agreements	7
ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY	7
Section 2.01 Organization	7
Section 2.02 Capitalization	7
Section 2.03 Subsidiaries and Predecessor Corporations	7
Section 2.04 SEC Reports and Compliance	7
Section 2.05 Information	8
Section 2.06 Options or Warrants	8
Section 2.07 Absence of Certain Changes or Events	8
Section 2.08 Litigation and Proceedings	9
Section 2.09 Contracts	9
Section 2.10 No Conflict With Other Instruments	9
Section 2.11 Compliance With Laws and Regulations	9
Section 2.12 Approval of Agreement	10
Section 2.13 Material Transactions or Affiliations	10
Section 2.14 The Company Schedules	10
Section 2.15 Valid Obligation	10
Section 2.16 Financial Statements	10
Section 2.17 Shell Company	10
Section 2.18 DTC Eligible	10
Section 2.19 Anti-Dilution	11
Section 2.20 Registration Rights	11
ARTICLE III SHARE EXCHANGE	11
Section 3.01 The Exchange and Other Issuance	11
Section 3.02 Closing	11
Section 3.03 Series E Preferred Stock Transfer	12

 

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Section 3.04 Closing Events	12
Section 3.05 Termination	12
ARTICLE IV SPECIAL COVENANTS	12
Section 4.01 Access to Properties and Records	12
Section 4.02 Delivery of Books and Records	12
Section 4.03 Third Party Consents and Certificates	12
Section 4.04 Actions Prior to Closing	12
ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY	13
Section 5.01  Accuracy of Representations and Performance of Covenants	13
Section 5.02 Officer’s Certificate	13
Section 5.03 Good Standing	14
Section 5.04 Minimum SNO Shareholders	14
Section 5.05 No Governmental Prohibition	14
Section 5.06 Consents	14
Section 5.07 Other Items	14
ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF SNO AND THE SNO SHAREHOLDERS	14
Section 6.01 Accuracy of Representations and Performance of Covenants	14
Section 6.02 Officer’s Certificate	14
Section 6.03 Good Standing	14
Section 6.04 No Governmental Prohibition	15
Section 6.05 Approval by the Company Board of Directors	15
Section 6.06 Consents	15
Section 6.07 Shareholder Report	15
Section 6.08 Other Items	15
ARTICLE VII MISCELLANEOUS	15
Section 7.01 Brokers	15
Section 7.02 Governing Law	15
Section 7.03 Notices	16
Section 7.04 Attorney’s Fees	16
Section 7.05 Confidentiality	16
Section 7.06 Public Announcements and Filings	16
Section 7.07 Schedules; Knowledge	16
Section 7.08 Third Party Beneficiaries	16
Section 7.09 Expenses	17
Section 7.10 Entire Agreement	17
Section 7.11 Survival; Termination	17
Section 7.12 Counterparts	17
Section 7.13 Amendment or Waiver	17
Section 7.14 Best Efforts	17

EXHIBITS

Exhibit A –

Shareholders ’ Signature Pages

Exhibit B –

Other Issuance

Exhibit C –

Restated Certificate of Incorporation and Bylaws

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SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “ Agreement ” ) is entered into as

of this 14 ^th day of August 2015, by and between PACIFIC VENTURES GROUP, INC., a Delaware corporation (the

   “ Company ” ),   with offices   at   200 Camelia Court, Vero Beach, Florida 32963   and   SNÖBAR   HOLDINGS,   INC.,   a

Delaware corporation ( “ SNO ’ ’ ), with offices at 117 West 9th Street, Suite 423, Los Angeles, California 90015 and

the shareholders of SNO set forth on Composite Exhibit A (the “ SNO Shareholders ” ), upon the following premises:

Premises

WHEREAS,  the   Company  is   a  publicly   held   corporation  organized  under  the   laws   of   the  State  of

Delaware;

WHEREAS, SNO is a privately-held company organized under the laws of Delaware;

WHEREAS,   the   Company   agrees   to   acquire   at   least   21,285,000   and   up   to   21,500,000   shares   of   SNO ’ s

Class   A   Common   Stock,   par   value   $0.001   per   share   ( “ SNO   Class   A   Common   Stock ” ),   and   1,000,000   shares   of

   SNO ’ s Class B Common Stock, par value $0.001 per share ( “ SNO Class B Common Stock ” ; together with “ SNO

   Class A Common Stock ” , referred to herein as “ SNO Common Stock ” ), (collectively, representing between 99%

to   100%   of   SNO ’ s   issued   and   outstanding   common   stock)   from   the   SNO   Shareholders   in   exchange   for   the

issuance   of   at   least   22,285,000   and   up   to   22,500,000   shares   ( “ Exchange   Shares ” )   of   the   Company ’ s   common

   stock,   par   value   $0.01   per   share   ( “ Company   Common   Stock ” )   for   each   share   of   SNO   Common   Stock   (the

   “ Exchange ” ) with a simultaneous issuance of 2,500,000 shares ( “ Other Issued Shares ” ) of the Company Common

   Stock ( “ Other Issuance ” ) to certain other persons as listed on Exhibit B hereto ( “ Other Persons ” ) in exchange for,

among   other   things,   the   forgiveness   of   debt   owed   by   the   Company   to   Other   Persons.   On   the   Closing   Date   (as

defined in Section   3.02 herein), the SNO   Shareholders will   become   shareholders of the Company and   SNO will

become a majority owned or wholly-owned subsidiary of the Company.   Immediately   after   the   Exchange, Other

Issuance and other transactions set forth herein, there will be at least 25,172,000 and up to 25,387,000 shares of

the    Company    Common    Stock    outstanding    with    at    least    22,285,000    and    up    to    22,500,000    shares    or

approximately 89% thereof owned by the SNO Shareholders and 1,000,000 shares of the Company ’ s Series E

Preferred   Stock   with   100% thereof   owned by a SNO   Shareholder,   namely Shannon   Masjedi;   and

WHEREAS, for Federal income tax purposes, it is intended that the Exchange qualify as a reorganization

   under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ” ).

Agreement

NOW   THEREFORE,   on   the   stated   premises   and   for   and   in   consideration   of   the   mutual   covenants   and

agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, and intending to be

legally bound hereby, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SNO AND THE SHAREHOLDERS

As   an   inducement   to,   and   to   obtain   the   reliance   of   the   Company ,   except   as   set   forth   in   the   SNO

Schedules   (as hereinafter   defined),   SNO   represents   and   warrants to   the   Company   that   as of   the   date   hereof

and the   Closing Date (as hereinafter defined),   as follows:

Section   1.01       Incorporation.   SNO is a company duly organized, validly existing, and in good

standing under the laws of Delaware and has the corporate power and is duly authorized under all applicable laws,

regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now

being conducted. Included in the SNO Schedules is a complete and correct copy of the Certificate of Incorporation

of  SNO  as  in  effect  on   the  date   hereof.    The  execution  and   delivery  of   this   Agreement  does   not,  and   the

consummation   of   the   transactions   contemplated   hereby   will   not,   violate   any   provision   of   SNO ’ s   Certificate   of

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Incorporation. SNO has taken all actions required by law, its Certificate of Incorporation, or otherwise to authorize

the execution, delivery and performance   of this Agreement. SNO has full power, authority, and legal capacity and

has taken all action required by law, it ’ s Certificate of Incorporation, and otherwise to consummate the transactions

herein   contemplated.

Section 1.02

Authorized Shares and Capital.  The authorized capital stock of the SNO consists

of:   (i)   30,000,000   shares   of   Class   A   Common   Stock,   par   value   $0.001   per   share,   of   which   21,500,000   shares   are

issued   and   outstanding;   (ii)   10,000,000   shares   of   Class   B   Common   Stock,   par   value   $0.001   per   share,   of   which

1,000,000   shares   are   issued   and   outstanding;   and   (iii)   10,000,000   shares   of   preferred   stock,   par   value   $0.001   per

share,   none   of   which   are   issued   and   outstanding   and   all   of   which   are   undesignated.   The   issued   and   outstanding

shares   of   Class   A   Common   Stock,   Class   B   Common   Stock and   preferred   stock   are   validly issued,   fully paid,   and

non-assessable, were not issued in violation of the preemptive or other rights of any person, and were issued pursuant

to a valid registration, or a valid exemption from registration, under the Securities Act of 1933, as amended, and all

applicable   state   securities   laws.   SNO   has   no   obligation   to   issue   any   additional   Class   A   Common   Stock,   Class   B

Common   Stock,   preferred   stock   or   securities   convertible   or   exchangeable   for   Class   A   Common   Stock,   Class   B

Common Stock, preferred stock, or options or warrants for the purchase of (a) any Class A Common Stock, Class B

Common Stock or preferred stock or (b) any securities convertible into or exchangeable for any Class A Common

Stock, Class B Common Stock or preferred stock. There are no outstanding rights to either demand registration of

any   Class   A   Common   Stock,   Class   B   Common   Stock   or   preferred   stock   under   the   Securities   Act   of   1933,   as

amended, or to sell any Class A Common Stock, Class B Common Stock or preferred stock in connection with such

a registration of Class A Common Stock, Class B Common Stock or preferred stock.

Section 1.03

Subsidiaries and Predecessor Corporations.  SNO does not   have any predecessor

corporation(s),   no   subsidiaries,   and   does not   own, beneficially   or of record,   any shares of any other corporation.

Section 1.04

Financial Statements.

(a)

Prior   to   Closing,  SNO  shall   provide   the   Company   with   SNO ’ s   balance  sheets   as   of

December  31,   2014   and   December   31,   2013,   and   the   related   statements   of   operations,   stockholders ’

equity   and   cash   flows   for   the   periods   ended   December   31,   2014   and   December   31,   2013   prepared   in

accordance   with   GAAP   and   audited   by   a   PCAOB   independent  auditor   (the   “ SNO   2014  and  2013

Financial  Statements ” ).

(b)

Prior to Closing,   SNO   shall   provide   the   Company   with SNO ’ s   balance   sheet   as of June

30,   2015,   and   the   related   statements   of   operations,   stockholders ’   equity   and   cash   flows   for   the   period

ended   J une  30,  2015    prepared  in  accordance  with  GAAP    and   reviewed,   but   not   audited,   by   a

PCAOB independent auditor (the “ SNO June   2015   Financial Statements ” ; together with the SNO 2014

and 2013 Financial Statements, referred to herein as “ SNO Financial Statements ” ).

(c)

All    such    financial    statements    shall    be    prepared    in    accordance    with    generally

accepted    accounting  principles    consistently  applied  throughout  the  periods  involved.  The  SNO

balance   sheets   shall   be   true   and   accurate   and   present   fairly   as   of   their   respective   dates   the   financial

condition   of   SNO.  As   of   the   date   of   such   balance   sheets,   except   as   and   to   the   extent   reflected   or

reserved   against   therein,   SNO   shall   have   no   liabilities   or   obligations   (absolute   or   contingent)   which

should   be   reflected   in   the   balance   sheets   or   the   notes   thereto   prepared   in   accordance   with   generally

accepted   accounting   principles,   and   all   assets   reflected   therein   will   be   properly reported   and present

fairly   the   value   of   the   assets   of   SNO,   in   accordance   with   generally   accepted   accounting   principles.

The   statements   of   operations,   stockholders ’   equity   and cash   flows   will   reflect   fairly   the   information

required  to   be  set   forth   therein  by  generally  accepted accounting  principles.

(d)

SNO has duly and punctually paid all Governmental   fees and taxes which it has become

liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any

penalty   or   interest   in connection   with   any claim   for   governmental   fees   or   taxes   and   SNO   has   made   any

and all proper declarations and returns for tax purposes and all information contained in such declarations

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and returns is true and complete and full provision or reserves have been made in its financial statements

for all   Governmental   fees   and taxes.

(e)

The   books   and   records,  financial   and   otherwise,   of   SNO   are   in   all  material   aspects

complete  and  correct  and   have  been  maintained  in   accordance  with  good  business  and  accounting

practices.

(f)

All of SNO ’ s assets are reflected on its financial statements, and, except as set forth in the

SNO   Schedules   or the   financial   statements   of SNO   or the notes thereto,   SNO has no   material   liabilities,

direct   or   indirect,   matured   or   unmatured,   contingent   or   otherwise.

Section 1.05

Information.   The information concerning SNO set forth in this Agreement and in

the SNO Schedules is complete and accurate in all material respects and does not contain any untrue statement of a

material fact or omit to state a material fact required to make the statements made, in light of the circumstances under

which   they   were   made,   not   misleading.   In   addition,   SNO   has   fully   disclosed   in writing   to   the   Company   (through

this Agreement or the SNO Schedules) all information relating to matters involving SNO or its assets or its present

or past   operations or activities which (i) indicated or may indicate,   in the aggregate, the existence of a greater than

$10,000 liability, (ii) have led or may lead to a competitive disadvantage on the part of SNO or (iii) either alone or in

aggregation   with   other   information   covered   by   this   Section,   otherwise   have   led or   may   lead   to   a material   adverse

effect on   SNO,   its assets, or   its operations or   activities as presently conducted   or as contemplated   to be   conducted

after the Closing Date, including, but not limited to, information relating to governmental, employee, environmental,

litigation and securities matters   and transactions   with affiliates.

Section 1.06

Options    or    Warrants.     There    are    no    existing    options,    warrants,    calls,    or

commitments   of   any character   relating   to   the   authorized   and unissued   stock of SNO.

Section 1.07

Absence of Certain Changes or Events.   Since June 30, 2015 or such other date as

provided for herein:

(a)

there  has  not  been  any  material  adverse  change  in  the  business,  operations,

properties, assets,   or   condition   (financial   or   otherwise)   of   SNO ;

(b)

SNO has   not   (i)   amended   its   Certificate   of   Incorporation   since   formation;   (ii)   declared

or made,   or   agreed   to   declare   or   make,   any   payment   of   dividends   or   distributions   of   any   assets   of   any

kind whatsoever   to   stockholders   or purchased   or redeemed,   or   agreed   to   purchase   or redeem,   any   of   its

shares;   (iii)   made  any   material  change  in   its   method  of   management,   operation  or   accounting;  (iv)

entered   into any   other   material   transaction other   than sales   in   the   ordinary   course   of   its   business; or   (v)

made  any   increase  in  or  adoption  of  any   profit  sharing,  bonus,  deferred  compensation,  insurance,

pension, retirement,   or   other   employee   benefit   plan,   payment, or   arrangement   made   to,   for,   or   with   its

officers, directors,   or   employees; and

(c)

SNO has   not   (i)   granted   or   agreed   to   grant   any   options,   warrants   or   other   rights   for   its

stocks,   bonds or   other   corporate securities   calling   for   the   issuance   thereof, (ii)   borrowed   or   agreed   to

borrow   any   funds  or  incurred,   or   become   subject   to,   any   material   obligation   or  liability   (absolute   or

contingent)   except   as disclosed   herein   and   except   liabilities   incurred   in the   ordinary   course   of   business;

sold   or   transferred,   or   agreed   to   sell   or   transfer,   any   of   its   assets,   properties,   or   rights   or   canceled,   or

agreed   to   cancel,   any   debts   or   claims;   or   (iv)   issued,   delivered,   or   agreed   to   issue   or   deliver   any   stock,

bonds or   other   corporate securities including   debentures   (whether   authorized   and   unissued   or   held   as

treasury   stock)   except   in   connection   with   this Agreement.

Section 1.08

Litigation   and   Proceedings.   There   are    no    actions,   suits,    proceedings,   or

investigations pending or, to the knowledge of SNO after reasonable investigation, threatened by or against SNO or

affecting    SNO    or    its    properties,    at    law    or    in    equity,    before    any    court    or    other  governmental    agency    or

instrumentality, domestic or foreign, or before any arbitrator of any kind. SNO does not have any knowledge of any

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material   default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any

court,  arbitrator,  or   governmental  agency   or   instrumentality  or  of   any   circumstances   which,  after   reasonable

investigation,   would result in the discovery of such a default.

Section 1.09

Contracts.

(a)

All     “ material ”    contracts,    agreements,    franchises,    license    agreements,    debt

instruments   or   other   com mitment s   to   wh ich   SNO   is   a   part y   or   by   wh ich   it   or   any   of   its   assets ,

pro du cts ,   techn olog y,   or   pro perti es   are   bound   other than   tho se   incurred   in the   ordi nary   course   of

business   have   been   previously   disclosed   to   the   Company   or   the   SNO   Shareholders.  A   “ material ”

contract, agreement, franchise, license agreem ent , debt   instrument   or com mitment   is on e which   (i)

will remain   in   effect for more than   six   (6)   months   aft er the   date   of   this   Ag reem ent   or   (ii) involves

aggregate   obligation s   of at least ten   tho usand   dollars ($10,000);

(b)

All   contracts,   agreements,   franchises,   license   agreements,   and   other  commitments   to

which   SNO   is   a party   or   by   which   its   properties   are   bound   and   which   are   material   to   the   operations   of

SNO taken as a whole   are valid and enforceable by SNO in all respects, except as limited by bankruptcy

and   insolvency   laws   and   by   other   laws   affecting the rights   of   creditors   generally; and

(c)

Except as previously   disclosed   to the Company or the SNO   Shareholders   or reflected   in

the  most   recent   SNO   balance   sheet,   SNO   is  not   a  party  to   any  oral   or  written   (i)  contract   for  the

employment   of any   officer or   employee;   (ii) profit   sharing, bonus, deferred   compensation,   stock option,

severance   pay,   pension   benefit   or   retirement   plan,   (iii)   agreement,   contract,   or   indenture   relating   to   the

borrowing   of  money,   (iv)  guaranty   of   any   obligation;   (vi)   collective   bargaining   agreement;  or  (vii)

agreement   with   any   present   or   former   officer   or   director   of   SNO.

Section 1.10

Compliance With Laws and Regulations.  To the best of its knowledge, SNO has

complied   with   all   applicable   statutes   and   regulations   of   any   federal,   state,   or   other governmental   entity   or   agency

thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations,

properties, assets, or condition of SNO or except to the extent that noncompliance would not result in the occurrence

of any material liability for SNO.

Section 1.11

Approval   of   Agreement.    This   Agreement   has   been   duly   and   validly   authorized

and executed and delivered on behalf of SNO and the SNO Shareholders and this Agreement constitutes a valid and

binding agreement of SNO and the SNO Shareholders enforceable in accordance with its terms.

Section 1.12

SNO   Schedules.   SNO   has   delivered   to   the   Company   the   following   schedules,

which are collectively referred to as the “ SNO Schedules ” and which consist   of separate schedules dated as of   the

date of execution of this Agreement, all certified by the President of SNO as complete, true, and correct as of the date

of this Agreement in all material respects:

(a)

a   schedule   containing   complete   and   correct   copies   of   the   Articles   of   Incorporation   of

SNO and the Bylaws, each as in effect as of the date of this Agreement;

(b)

a schedule containing the financial statements of SNO identified in paragraph 1.04(a);

(c)

a schedule setting forth any information, together with any required copies of documents,

required to be disclosed in the Company Schedules by Sections 1.01 through 1.11.

SNO shall cause the SNO Schedules and the instruments and data delivered to the Company hereunder to

be promptly updated after the date hereof up to and including the Closing Date.

Section 1.13

Valid  Obligation.    This  Agreement  and  all  agreements  and  other  documents

executed   by   SNO   in   connection   herewith   constitute   the   valid   and   binding   obligations   of   SNO,   enforceable   in

accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar

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laws affecting the enforcement of creditors ’ rights generally and subject to the qualification that the availability of

equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 1.14

Investment Representations.

(a)

Investment Purpose.  As of the date hereof, the SNO Shareholders understand and agree

that   the   consummation   of   this   Agreement   including   the   delivery   of   the   Exchange   Consideration  (as

hereinafter   defined)   to   the   SNO   Shareholders   in   exchange   for   the   Securities   as   contemplated   hereby

constitutes the offer   and sale   of securities   under the   Securities   Act   of   1933, as amended (the   “ Securities

Act   ” ) and applicable state statutes   and that the Securities are being acquired for the SNO Shareholders ’

own account and not with a present view towards the public sale or distribution thereof, except pursuant to

sales   registered   or   exempted   from   registration   under   the   Securities   Act;   provided,   however,   that   by

making   the   representations   herein,   the   SNO   Shareholders   do   not   agree   to   hold   any   of   the   Exchange

Consideration for any minimum or other   specific term and reserves the right   to dispose of the   Exchange

Consideration   at   any   time   in   accordance   with   or   pursuant   to   a   registration   statement   or   an   exemption

under the Securities Act.

(b)

Accredited Investor Status.  Each of the SNO Shareholders is an “ accredited investor ” as

that term is defined in Rule 501(a) of Regulation D (an “ Accredited Investor ” ) or a sophisticated investor

who has such   knowledge   and   experience in   financial   and   business   matters   to   be   capable   of   evaluating

the merits   and risks of this Agreement and   the   underlying   transactions. Each SNO Shareholder   has   been

furnished   with   all   documents   and  materials   relating   to  the   business,   finances   and   operations   of  the

Company and its subsidiaries and information that such SNO Shareholder requested and deemed material

to   making   an   informed   decision   regarding   this   Agreement  and   the   underlying   transactions.

(c)

Reliance on Exemptions.  Each of the SNO Shareholders understands that the Exchange

Consideration   is   being   offered   and   sold   to   the   SNO   Shareholders   in   reliance   upon   specific   exemptions

from the registration requirements of United States federal and state securities laws and that the Company

is    relying    upon    the    truth    and    accuracy    of,    and    the    SNO    Shareholders ’    compliance    with,    the

representations, warranties, agreements, acknowledgments and understandings of   the SNO Shareholders

set   forth   herein   in   order   to   determine   the   availability   of   such   exemptions   and   the   eligibility   of   the   SNO

Shareholders to acquire the Exchange Consideration.

(d)

Information.   The SNO Shareholders and its advisors, if any, have been furnished with all

materials   relating   to   the   business,   finances   and   operations   of   the   Company   and   materials   relating   to   the

offer and sale of the Exchange Consideration which have been requested by the SNO Shareholders or its

advisors.   The   SNO   Shareholders   and   its   advisors,   if   any,   have   been   afforded   the   opportunity   to   ask

questions   of   the   Company.    Notwithstanding   the   foregoing,   the   Company   has   not   disclosed   to   the   SNO

Shareholders   any   material   nonpublic   information   and   will   not   disclose   such   information   unless   such

information  is  disclosed  to  the  public  prior  to  or  promptly  following  such  disclosure  to  the  SNO

Shareholders.   The   SNO   Shareholders   understands   that   its   investment   in   the   Exchange   Consideration

involves a significant degree of risk. The SNO Shareholders is not aware of any facts that may constitute

a breach of any of the Company's representations and warranties made herein.

(e)

Governmental Review.   Each of the SNO Shareholders understands that no United States

federal   or   state   agency   or   any   other   government   or   governmental   agency   has   passed   upon   or   made   any

recommendation or endorsement of the Exchange Consideration.

(f)

Transfer or Resale.   Each of the SNO Shareholders understands that (i) the sale or re-sale

of   the   Exchange   Consideration   has   not   been   and   is   not   being   registered   under   the   Securities   Act   or   any

applicable   state   securities   laws,   and   the   Exchange   Consideration   may   not   be   transferred   unless (a) the

Exchange   Consideration   is   sold   pursuant   to   an   effective   registration   statement   under   the   Securities   Act,

(b) the SNO Shareholders   shall have delivered to   the Company, at   the cost   of the SNO Shareholders, an

opinion   of   counsel   that   shall   be   in   form,   substance   and   scope   customary   for   opinions   of   counsel   in

comparable   transactions   to   the   effect   that   the   Exchange   Consideration   to   be   sold   or   transferred   may   be

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sold   or   transferred   pursuant   to   an   exemption   from   such registration,   which opinion shall   be   accepted   by

the   Company, (c) the   Exchange   Consideration   is   sold   or   transferred   to   an   “ affiliate ”   (as   defined   in   Rule

144   promulgated   under   the   Securities   Act   (or   a   successor   rule)   ( “ Rule   144 ” ))   of   the   SNO   Shareholders

who agree to sell or otherwise transfer the Exchange Consideration only in accordance with this Section

and who is an Accredited Investor, (d) the Exchange Consideration is sold pursuant to Rule 144, or (e) the

Exchange   Consideration   is   sold   pursuant   to   Regulation   S   under   the   Securities   Act   (or   a   successor   rule)

( “ Regulation S ” ), and the SNO Shareholders shall have delivered to the Company, at the cost of the SNO

Shareholders, an opinion of counsel that shall be in form, substance and scope customary for opinions of

counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such

Exchange Consideration made in reliance on Rule 144 may be made only in accordance with the terms of

said   Rule   and   further,   if   said   Rule   is   not   applicable,   any   re-sale   of   such   Exchange   Consideration   under

circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an

underwriter   (as   that   term   is   defined   in   the   Securities   Act)   may   require   compliance   with   some   other

exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the

Company nor any other person is under any obligation to register such Exchange Consideration under the

Securities   Act   or   any state securities   laws   or to   comply with   the   terms   and   conditions   of   any exemption

thereunder  (in   each   case).     Notwithstanding   the   foregoing  or   anything   else   contained   herein   to   the

contrary, the Exchange Consideration may be pledged as collateral in connection with a bona fide margin

account or other lending arrangement.

(g)

Legends.    Each   of   the   SNO   Shareholders   understand   that   the   shares   of   the   Company ’ s

common   stock   that   comprise   the   Exchange   Consideration   (the   “ Securities ” )   and,   until   such   time   as   the

Securities has been registered under the Securities Act may be sold pursuant to Rule 144 or Regulation S

without any restriction as to the number of securities as of a particular date that can then be immediately

sold, the   Securities   may bear   a restrictive legend in substantially the following form (and a stop-transfer

order may be placed against transfer of the certificates for such Securities):

NEITHER   THE   ISSUANCE   AND   SALE   OF   THE   SECURITIES   REPRESENTED

BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES

ACT   OF   1933,   AS   AMENDED,   OR   APPLICABLE   STATE   SECURITIES   LAWS.

THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED

OR   ASSIGNED   (I)   IN   THE   ABSENCE   OF   (A)   AN   EFFECTIVE   REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL

BE SELECTED BY THE COMPANY), IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS

SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

The   legend   set   forth   above   shall   be   removed   and   the   Company   shall   issue   a   certificate   without

such   legend   to   the   holder   of   any   Securities   upon   which   it   is   stamped,   if,   unless   otherwise   required   by

applicable   state   securities   laws,   (a)   the   Securities   are   registered   for   sale   under   an   effective   registration

statement   filed   under   the   Securities   Act   or   otherwise   may   be   sold   pursuant   to   Rule   144   or   Regulation   S

without any restriction as to the number of securities as of a particular date that can then be immediately

sold, or (b) such holder provides   the Company with an opinion of counsel, in form, substance and scope

customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of

such Exchange Shares may be made without registration under the Securities Act, which opinion shall be

accepted by the Company so that the sale or transfer is effected.  Each of the SNO Shareholders agrees to

sell all Securities, including those represented by a certificate(s) from which the legend has been removed,

in compliance with applicable prospectus delivery requirements, if any.

(h)

Residency.     Each   of   the   SNO   Shareholders   is   a   resident   of   the   jurisdiction   set   forth

immediately below the SNO Shareholders ’ name on the signature pages hereto or provided separately to

the Company.

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Section 1.15      Leak Out Agreements .   Certain SNO Shareholders (including Shannon Masjedi)

shall agree to execute leak out agreements whereby beginning twelve months following the Closing Date,

they will not sell more than three percent (3%) of their holdings in any ninety (90) day period for the first

twelve months.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY

As an inducement to, and to obtain the reliance of SNO and the SNO Shareholders, except as set forth in

the Company Schedules (as hereinafter defined), the Company represents and warrants, as of the date hereof and

as of the Closing Date, as follows:

Section 2.01

Organization.   The Company is a corporation duly organized, validly existing, and

in good standing under the laws of the State of Delaware and has the corporate power and is duly authorized under all

applicable   laws,   regulations,   ordinances,   and   orders   of   public   authorities   to   carry   on   its   business   in   all   material

respects as it is now being conducted.    Included in the   Company Schedules are complete and correct copies of the

articles of incorporation and bylaws of the Company as in effect on the date hereof. The execution and delivery of

this   Agreement   does   not,   and   the   consummation   of   the   transactions   contemplated   hereby   will   not,   violate   any

provision of the Company ’ s articles of incorporation or bylaws.   The Company has taken all action required by law,

its articles of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and

the   Company   has   full   power,   authority,   and   legal   right   and   has   taken   all   action   required   by   law,   its   articles   of

incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.

Section 2.02

Capitalization.    At   Closing,   the Company ’ s authorized   capitalization will   consist

of (a) 100,000,000 shares of common stock, par value $0.01 per share ( “ the Company Common Stock ” ), of which

25,387,000 shares will be issued and outstanding, and (b) 10,000,000 shares of preferred stock, par value $0.01 per

share, of   which 1,000,000   is Series E Preferred Stock,   par   value $0.01 per   share   (with a 10 to   1 voting preference

over   common   stock),   of   which   1,000,000   will   be   issued   and   outstanding.   The   Series   E   Preferred   Stock   is   not

convertible into any other class of stock of the Company and has no preference to dividends or liquidation rights. All

issued   and   outstanding   shares   are   legally   issued,   fully   paid,   and   non-assessable   and   not   issued   in   violation   of   the

preemptive or other rights of any person.

Section 2.03

Subsidiaries and Predecessor   Corporations.  The Company (which was formerly

known   as   American   Eagle   Group,   Inc.,   which   was   formerly   known   as   AOA   Corporation)   does   not   have   any

predecessor   corporation(s),   no   subsidiaries,   and   does   not   own,   beneficially   or   of   record,   any   shares   of   any   other

corporation.

Section 2.04

SEC   Reports   and   Compliance .

(a)

The   Company   has   filed   all reports   required   to   be   filed   by   it   by   the   Securities   Exchange

Act   of   1934, as   amended.

(b)

The   Company   is   not   an   investment   company   within   the   meaning of   Section   3   of   the

Investment   Company   Act   of   1940, as   amended.

(c)

The  shares  of  Company  Common   Stock  are  quoted  on   the   OTC   Markets   Group   –

OTCQB Tier (the “ OTC Markets ” ) under the symbol “ PACV ” and Company is, and has no reason to believe that

it   will   not   in   the   foreseeable   future   continue   to   be,   in   compliance   in   all   material   respects   with   all   rules   and

regulations   of   the   OTC   Markets   applicable   to   it   and   the   Company Common   Stock.   The   issuance   of   Company

Common   Stock   under   this   Agreement   does   not   contravene   the   rules   and   regulations   of   the   trading   market   on

which  the  Company  Common  Stock   is   currently  listed  or   quoted,  and   no  approval  of   the   stockholders    of

Company  is   required   for   Company   to   issue   and   deliver   the   Company   Common   Stock   contemplated  by   this

Agreement.

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(d)

Between   the   date   hereof   and   the   Effective   Time,   Company   shall   continue   to   satisfy   the

filing requirements   of the Exchange   Act   and all other requirements   of   applicable   securities laws and   of the   OTC

Markets.

(e)

The   Company   SEC Documents   include   all   certifications   and   statements   required   of   it,

if any, by (i) Rule   13a-14 or   15d-14 under the Exchange Act, and (ii) 18 U.S.C.   Section 1350 (Section 906 of the

Sarbanes-Oxley  Act  of  2002),  and  each  of  such  certifications  and  statements  contain  no   qualifications  or

exceptions   to the   matters   certified therein   other   than   a knowledge   qualification, permitted   under   such provision,

and have not been modified   or ’ withdrawn   and neither Parent   nor any of its officers has received   any   notice from

the   Commission   questioning   or challenging the accuracy, completeness,   form or manner   of   filing or   submission

of   such   certifications   or   statements.

Section 2.05

Information.     The    information    concerning    the    Company    set    forth    in    this

Agreement and the Company Schedules is complete and accurate in all material respects and does not contain any

untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of

the   circumstances   under   which   they   were   made,   not   misleading.    In   addition,   the   Company   has   fully   disclosed   in

writing   to   the   SNO   Shareholders   (through   this   Agreement   or   the   Company   Schedules)   all   information   relating   to

matters involving the Company or its assets or its present or past operations or activities which (i) indicated or may

indicate, in the aggregate, the existence of a greater than $10,000 liability, (ii) have led or may lead to a competitive

disadvantage on the part of the Company or (iii) either alone or in aggregation with other information covered by this

Section, otherwise have led or may lead to a material adverse effect on the Company, its assets, or its operations or

activities   as   presently   conducted   or   as   contemplated   to   be   conducted   after   the   Closing   Date,   including,   but   not

limited   to,   information   relating   to   governmental,   employee,   environmental,   litigation   and   securities   matters   and

transactions with affiliates.

Section 2.06

Options  or  Warrants.    There   are   no   options,   warrants,   convertible   securities,

subscriptions,   stock   appreciation   rights,   phantom   stock   plans   or   stock   equivalents   or   other   rights,   agreements,

arrangements   or   commitments   (contingent   or   otherwise)   of   any   character   issued   or   authorized   by   the   Company

relating   to   the   issued   or   unissued   capital   stock   of   the   Company   (including,   without   limitation,   rights   the   value   of

which   is   determined   with   reference   to   the   capital   stock   or   other   securities   of   the   Company)   or   obligating   the

Company to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or

other   equity   interests   in,   the   Company.     There   are   no   outstanding   contractual   obligations   of   the   Company   to

repurchase, redeem or otherwise acquire any shares of the Company Common Stock of the Company or to pay any

dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form

of a loan, capital contribution or otherwise) in, any person.

Section 2.07

Absence   of   Certain   Changes   or   Events.     Since   June   30,   2015   and   except   as

disclosed in the SEC Reports:

(a)

there has not been (i) any material adverse change in the business, operations, properties,

assets or condition of the Company or (ii) any damage, destruction or loss to the Company (whether or not covered

by   insurance)   materially   and   adversely   affecting   the   business,   operations,   properties,   assets   or   condition   of   the

Company;

(b)

the   Company   has   not   (i)   amended   its   certificate   of   incorporation   or   bylaws   except   as

required   by   this   Agreement;   (ii)   declared   or   made,   or   agreed   to   declare   or   make   any   payment   of   dividends   or

distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase

or   redeem,   any   of   its   capital   stock;   (iii)   waived   any   rights   of   value   which   in   the   aggregate   are   outside   of   the

ordinary course of business or material considering the business of   the Company; (iv) made any material change

in its method of management, operation, or accounting; (v) entered into any transactions or agreements other than

in   the   ordinary   course   of   business;   (vi)   made   any   accrual   or   arrangement   for   or   payment   of   bonuses   or   special

compensation of any kind or any severance or  termination pay to any present or former officer or employee; (vii)

increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of

its   salaried   employees   whose   monthly   compensation   exceed   $1,000;   or    (viii)   made   any   increase   in   any   profit

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sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment,

or arrangement, made to, for or with its officers, directors, or employees;

(c)

The Company has not (i) granted or agreed to grant any options, warrants, or other rights

for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow

any   funds   or   incurred,   or   become   subject   to,   any   material   obligation   or   liability   (absolute   or   contingent)   except

liabilities   incurred   in   the   ordinary   course   of   business;   (iii)   paid   or   agreed   to   pay   any   material   obligations   or

liabilities   (absolute   or   contingent)   other   than   current   liabilities   reflected   in   or   shown   on   the   most   recent  the

Company   balance   sheet   and   current   liabilities   incurred   since   that   date   in   the   ordinary   course   of   business   and

professional    and    other    fees    and  expenses  in  connection    with  the    preparation    of    this    Agreement    and  the

consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of

its assets, properties, or rights (except   assets, properties, or rights not   used or useful   in its business which, in the

aggregate have a value of less than $1,000), or canceled, or agreed to cancel, any debts or claims (except debts or

claims   which   in   the   aggregate   are   of   a   value   less   than   $1,000);   (v)   made   or   permitted   any   amendment   or

termination   of   any   contract,   agreement,   or   license   to   which   it   is   a   party   if   such   amendment   or   termination   is

material,   considering   the   business   of   the   Company;   or   (vi)   issued,   delivered   or   agreed   to   issue   or   deliver,   any

stock,   bonds   or   other   corporate   securities   including   debentures   (whether   authorized   and   unissued   or   held   as

treasury stock), except in connection with this Agreement; and

(d)

to   its   knowledge,   the   Company   has   not   become   subject   to   any   law   or   regulation   which

materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets

or condition of the Company.

Section 2.08

Litigation    and    Proceedings.       There    are    no    actions,    suits,    proceedings    or

investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against

the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental

agency   or   instrumentality,   domestic   or   foreign,   or   before   any   arbitrator   of   any   kind   except   as   disclosed   in   the

Company Schedules.   The Company has no knowledge of any default on its part with respect to any judgment, order,

writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality

or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 2.09

Contracts.

(a)

The Company is not a party to, and its assets, products, technology and properties are not

bound by, any leases, contract, franchise, license agreement, agreement, debt instrument, obligation, arrangement,

understanding or other commitments whether such agreement is in writing or oral ( “ Contracts ” ).

(b)

The   Company   is   not   a   party   to   or   bound   by,   and   the   properties   of   the   Company   are   not

subject to any Contract, agreement, other commitment or instrument; any charter or other corporate restriction; or

any judgment, order, writ, injunction, decree, or award; and

(c)

The Company is not a party to any oral or written (i) contract for the employment of any

officer   or   employee;   (ii)   profit   sharing,   bonus,   deferred   compensation,   stock   option,   severance   pay,   pension

benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty

of   any   obligation,   (vi)   collective   bargaining   agreement;   or   (vii)   agreement   with   any   present   or   former   officer   or

director of the Company.

Section 2.10

No   Conflict   With   Other   Instruments.    The   execution   of   this   Agreement   and   the

consummation   of   the   transactions   contemplated   by   this   Agreement   will   not   result   in   the   breach   of   any   term   or

provision   of,   constitute   a   default   under,   or   terminate,   accelerate   or   modify   the   terms   of,   any   indenture,   mortgage,

deed of trust, or other material agreement or instrument to which the Company is a party or to which any of its assets,

properties or operations are subject.

Section 2.11

Compliance   With   Laws   and   Regulations.    The   Company   has   complied   with   all

United   States federal,   state or   local   or   any applicable   foreign   statute,   law,   rule,   regulation,   ordinance,   code,   order,

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   judgment, decree or any other applicable requirement or rule of law (a “ Law ” ) applicable to the Company and the

operation of its business.   This compliance includes, but is not limited to, the filing of all reports to date with federal

and state securities authorities.

Section 2.12

Approval of Agreement.  The Board of Directors of the Company has authorized

the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions

contemplated hereby.

Section 2.13

Material   Transactions   or   Affiliations.     Except   as   disclosed   herein   and   in   the

Company Schedules, there exists no contract, agreement or arrangement between the Company and any predecessor

and   any   person   who   was   at   the   time   of   such   contract,   agreement   or   arrangement   an   officer,   director,   or   person

owning of record or known by the Company to own beneficially, 5% or more of the issued and outstanding common

stock of the Company and which is to be performed in whole or in part after the date hereof or was entered into not

more than three years prior to the date hereof.    Neither any officer, director, nor 5% Shareholders of the Company

has, or has had since inception of the Company, any known interest, direct or indirect, in any such transaction with

the   Company   which   was   material   to   the   business   of   the   Company.    The   Company   has   no   commitment,   whether

written   or   oral,   to   lend   any   funds   to,   borrow   any   money   from,   or   enter   into   any   other   transaction   with,   any   such

affiliated person.

Section 2.14

The Company Schedules.  The Company has delivered to the SNO Shareholders

the   following   schedules,   which   are   collectively   referred   to   as   the   “ Company   Schedules ”   and   which   consist   of

separate   schedules,   which   are   dated   the   date   of   this   Agreement,   all   certified   by   the   chief   executive   officer   of   the

Company to be complete, true, and accurate in all material respects as of the date of this Agreement.

(a)

a schedule containing complete and accurate copies of the certificate of incorporation, as

amended,  and bylaws of the Company as in effect as of the date of this Agreement;

(b)

a schedule setting forth any information, together with any required copies of documents,

required to be disclosed in the Company Schedules by Sections 2.01 through 2.13.

The   Company   shall   cause   the   Company   Schedules   and   the   instruments   and   data   delivered   to   the   SNO

Shareholders hereunder to be promptly updated after the date hereof up to and including the Closing Date.

Section 2.15

Valid  Obligation.    This  Agreement  and  all  agreements  and  other  documents

executed   by   the   Company   in   connection   herewith   constitute   the   valid   and   binding   obligation   of   the   Company,

enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or

   other   similar   laws   affecting   the   enforcement   of   creditors ’   rights   generally   and   subject   to   the   qualification   that   the

availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may

be brought.

Section 2.16

Financial    Statements.     The    balance    sheets    and   statements   of   operations,

stockholders ’  equity   and   cash   flows   contained   in   the   Company   SEC   Documents   (a)   comply   as   to   form   in   all

material   respects   with   applicable  accounting   requirements  and   rules   and   regulations   of   the   Commission   with

respect thereto, have been prepared in accordance with U. S. GAAP applied on a basis consistent with prior periods

(and,   in   the   case  of   unaudited  financial  information,  on   a   basis  consistent  with  year-end  audits),  (c)   are   in

accordance with the books and records   of the Company and (d) present   fairly in all material   respects the financial

condition   of   the   Company   at   the   dates   therein   specified   and the results   of   its   operations   and   changes   in   financial

position   for   the periods therein   specified.

Section 2.17

Shell Company. The Company is not now nor has it ever been a “ shell company ”

as that term is defined in Reg. 405 of the Securities Act of   1933, as amended.

Section 2.18

DTC Eligible. The Company ’ s Common Stock is DTC eligible and is not subject

to   any   outstanding   DTC   “ chills ”   or   “ freezes ” .

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Section 2.19

Anti-Dilution. To prevent dilution, for a period of two (2) years after the Closing

Date, the Company shall set a minimum purchase price ( “ floor price ” ) of $0.50 per share of the Company Common

Stock   for   all   new   share   issuances   of   the   Company   Common   Stock.    In   other   words,   upon   consummation   of   the

Exchange, the Company shall not issue shares of Company Common Stock at   a purchase price of less than $0.50

per share or issue options with an exercise price of less than $0.50 per share.

Section 2.20

Piggyback   Registration   Rights.    The   Exchange   Shares   and   Other   Issued   Shares

shall have piggyback registration rights.

ARTICLE III

SHARE EXCHANGE

Section 3.01

The Exchange and Other Issuance.  On the terms and subject to the conditions set

forth in this Agreement, on the Closing Date (as defined in Section 3.02), the SNO Shareholders listed in Composite

Exhibit A, representing an aggregate of at least 21,285,000 and up to 21,500,000 shares of SNO ’ s Class A Common

Stock   ( “ SNO   Class   A   Common   Stock ” )   and   1,000,000   shares   of   SNO ’ s   Class   B   Common   Stock   ( “ SNO   Class   B

Common   Stock ” ;   together   with   “ SNO   Class   A   Common   Stock ” ,   referred   to   herein   as   “ SNO   Common   Stock ” )

(collectively, representing at least 99% and up to 100% of SNO ’ s issued and outstanding common stock), upon their

agreement, shall sell, assign, transfer and deliver to the Company, free and clear of all liens, pledges, encumbrances,

charges, restrictions or known claims of any kind, nature, or description, all of the shares of SNO held by them as set

forth   on   Composite   Exhibit   A ;   the   objective   of   such   purchase   (the   “ Exchange ” )   being   the   acquisition   by   the

Company of at least 99% and up to 100% of the issued and outstanding shares of SNO Class A Common Stock and

100%   of   the   issued   and outstanding shares   of   SNO   Class   B   Common   Stock.    In   exchange   for   the transfer   of   such

securities by the SNO   Shareholders   as set   forth on Composite   Exhibit   A ,   the Company shall   deliver   to each such

SNO   Shareholder   one   (1)   share   (the   “ Exchange   Shares ” )   of   the   Company ’ s   common   stock   ( “ Company   Common

   Stock ” ) for each share of their SNO Common Stock (an aggregate of at least 22,285,000 and up to 22,500,000 shares

of   the   Company   Common   Stock).   Simultaneously,   the   Company   shall   issue   an   aggregate   of   2,500,000   shares

   ( “ Other   Issued   Shares ” )   of   the   Company   Common   Stock   ( “ Other   Issuance ” )   to   certain   other   persons   ( “ Other

Persons ” ) as set forth in Exhibit B in exchange for, among other things, the forgiveness of the total debt to date owed

by   the   Company   to   Danzig   Ltd   (which   is   an   affiliate   of   Elliott   Foxcroft)   in   the   approximate   amount   of   $20,522.

After  the   Exchange,   Other   Issuance   and   other   transactions   set   forth   herein   have  been   completed,  the  SNO

shareholders   will   own at least 22,285,000 and up to 22,500,000 restricted   shares of   Company   Common Stock   or

ap pro x im ate ly   89%   of the   total outstanding shares of Com pany   Com m on   Stock. Upon   completion   of   the

issuance  of   at   least   22,285,000   and   up   to   22,500,000   shares   of   the  Com pany  Com m on   Stock  to   the  SNO

Shareholders and   2,500,000 shares   of   Company   Common   Stock to   the Other   Persons,   there   will   be   a   total   of

at   least   25,172,000   and   up   to   25,387,000   shares   of   the  Company    Common  Stock   outstanding   and   1,000,000

shares   of   the   Company ’ s   Series   E   Preferred   Stock   outstanding.   No   other   securities   of   the   Company  will   be

outstanding.      The  Exchange    Shares  are  hereinafter    referred    to  as  the    “ Exchange    Consideration ”    or  the

   “ Securities ” . At the   Closing, the   SNO   Shareholders shall,   on   surrender   of   their   certificates   representing   their

SNO   shares   to   the   Company   or   its   registrar   or   transfer agent,   be   entitled   to receive   a certificate   or   certificates

evidencing their   ownership   of the   Exchange   Shares.

Section 3.02

Closing.    The closing ( “ Initial   Closing ” )   of   the transactions contemplated by this

Agreement shall occur following completion of the conditions set forth in Articles V and VI, and upon delivery of

the   Exchange Consideration as described in Section 3.01 herein. The   Initial   Closing shall   take place at   a   mutually

agreeable   time   and   place   and   is   anticipated   to   close   by   no   later   than   August   31,   2015,   but   in   no   event   before   this

Agreement   has   been   signed   by   SNO   Shareholders   holding   at   least   80%   of   the   shares   of   SNO   common   stock

outstanding (the “ Initial Closing Date ” ).   Subsequent to the Initial Closing Date, the Company may complete one or

more   additional   Closings   to   complete   the   exchanges   provided   for   in   this   Agreement   to   allow   the   Company   to

complete the acquisition of at least 99% and up to 100% of the SNO common stock for a period of up to 30 days after

the Initial Closing Date.   Each closing that occurs after the Initial Closing Date, along with the Initial Closing shall be

   collectively be referred to as the “ Closing ” or “ Closing Date ” .

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Section 3.03

Series   E   Preferred   Stock   Transfer.    Concurrently   with   the   Initial   Closing   of   the

transactions   contemplated   by   this   Agreement,   Brett   Bartolami   will   sell   all   of   his   1,000,000   shares   of   Series   E

Preferred Stock, par value $0.01 per share, of the Company to Shannon Masjedi for an aggregate purchase price of

$100.

Section 3.04

Closing    Events.     At    the    Closing,    the    Company    and    SNO    shall    execute,

acknowledge,   and   deliver   (or   shall   ensure   to   be   executed,   acknowledged,   and   delivered),   any   and   all   certificates,

opinions,   financial   statements,   schedules,   agreements,   resolutions,   rulings   or   other   instruments   required   by   this

Agreement   to   be   so   delivered   at   or   prior   to   the   Closing,   together   with   such   other   items   as   may   be   reasonably

requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions

contemplated hereby.

Section 3.05

Termination.       This    Agreement    may    be    terminated    by    each    of    the    SNO

Shareholders or the Company only (a) in the event that the Company or SNO do not meet the conditions precedent

set forth in Articles V and VI or (b) if the Initial Closing has not occurred by August 31, 2015.  If this Agreement is

terminated pursuant to this section, this Agreement shall be of no further force or effect as to any party hereto, and no

obligation, right or liability shall arise hereunder.

Notwithstanding   the   foregoing   or   anything   herein   to   the   contrary,   if,   after   signing   this

Agreement, SNO elects not to consummate the Exchange with the Company under the terms herein, and

preconditioned on the Company having performed its obligations through the date of SNO ’ s termination

of the Exchange, a payment of Two Hundred and Fifty Thousand Dollars (US$250,000) will become due

and payable from SNO to the Company. This breakup fee, or termination fee, is required to compensate

the   Company   of   the   time   and   resources   that   the   Company   used   to   facilitate   the   transactions   hereunder

and is the exclusive remedy to the Company under this Agreement in the event of a breach by SNO.

ARTICLE IV

SPECIAL COVENANTS

Section 4.01

Access to Properties and Records.   The Company and SNO will each afford to the

officers and authorized representatives of the other full access to the properties, books and records of the Company

or SNO, as the case may be, in order that each may have a full opportunity to make such reasonable investigation as

it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and

operating data and other information as to the business and properties of the Company or SNO, as the case may be,

as the other shall from time to time reasonably request.  Without limiting the foregoing, as soon as practicable after

the end of each fiscal quarter (and in any event through the last fiscal quarter prior to the Closing Date), each party

shall provide the other with quarterly internally prepared and unaudited financial statements.

Section 4.02

Delivery  of  Books  and  Records.    At  the  Closing,  SNO  shall  deliver  to  the

Company, the originals of the corporate minute books, books of account, contracts, records, and all other   books or

documents of SNO now in the possession of SNO or its representatives.

Section 4.03

Third    Party    Consents    and    Certificates.      The    Company    and    SNO    agree    to

cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions

herein contemplated.

Section 4.04

Actions   Prior   to   Closing.   From   and   after   the   date   hereof   until   the   Closing   Date

and except as set forth in the Company Schedules or SNO Schedules or as permitted or contemplated by

this Agreement, the Company (subject to paragraph (d) below) and SNO respectively, will each:

(a)

carry on its business in substantially the same manner as it has heretofore and as disclosed

in the Company OTC Reports;

(b)

maintain   and   keep   its   properties   in   states   of   good   repair   and   condition   as   at   present,

except for depreciation due to ordinary wear and tear and damage due to casualty;

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