MONEY TREE LENDING GROUP, INC.
SHARE EXCHANGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>f8k11042ex10_moneytree.txt
<DESCRIPTION>SHARE EXCHANGE AGREEMENT
<TEXT>
                   STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE



                                  by and among

                       THE MONEY TREE LENDING GROUP, INC.


                             a Delaware Corporation


                                       and

                       THE MONEY TREE LENDING GROUP, INC.


                              a Florida Corporation




















                        effective as of November 15, 2004

                                       1


                   STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

     THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into
this November 15, 2004, by and among The Money Tree Lending Group, Inc., a
Delaware corporation with its principal place of business located at 3380
Tamiami Trail #B-2, Port Charlotte, Florida 33952 ("TMTLG "); The Money Tree
Lending Group, Inc., a Florida Corporation with its principal place of business
at 3380 Tamiami Trail #B-2, Port Charlotte, Florida 33952 ("MONEY TREE") and the
shareholders of MONEY TREE ("Shareholders") as set forth on Exhibit A attached
hereto (collectively MONEY TREE and the shareholders of TMTLG shall be known as
the "MONEY TREE Group").

                                    Premises

     A. This Agreement provides for the acquisition of MONEY TREE whereby MONEY
TREE shall become a wholly owned subsidiary of TMTLG and in connection
therewith, the issuance of a total of twenty-five million shares of TMTLG to the
MONEY TREE shareholders.

     B. The and boards of directors of MONEY TREE and TMTLG have determined,
subject to the terms and conditions set forth in this Agreement, that the
transaction contemplated hereby is desirable and in the best interests of their
stockholders, respectively. This Agreement is being entered into for the purpose
of setting forth the terms and conditions of the proposed acquisition.

                                    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 here from, it is hereby agreed as follows:

                                    ARTICLE I
               REPRESENTATIONS, COVENANTS AND WARRANTIES OF TMTLG

     As an inducement to and to obtain the reliance of MONEY TREE, TMTLG
represents and warrants as follows:

     Section 1.1 Organization. TMTLG is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware and has the corporate
power and is duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public authorities to own
all of its properties and assets and to carry on its business in all material
respects as it is now being conducted, including qualification to do business as
a foreign corporation in the jurisdiction in which the character and location of
the assets owned by it or the nature of the business transacted by it requires
qualification. Included in the Schedules attached hereto (hereinafter defined)
are complete and correct copies of the articles of incorporation, bylaws and
amendments there to as in effect on the date hereof. The execution and delivery
of this Agreement does not and the consummation of the transactions contemplated
by this Agreement in accordance with the terms hereof will not violate any
provision of TMTLG's articles of incorporation or bylaws. TMTLG has full power,
authority and legal right and has taken all action required by law, its articles
of incorporation, its bylaws or otherwise to authorize the execution and
delivery of this Agreement.

     Section 1.2 Capitalization. The authorized capitalization of TMTLG consists
of 100,000,000 Common Shares, $0.001 par value per share, and 10,000,000
Preferred Shares. As of the date hereof, TMTLG has 100,000 common shares issued
and outstanding. TMTLG is presently a 1934 Exchange Act reporting company and
has filed all necessary reports, quarterly, annual and special with the
Securities and Exchange Commission of the United States on a timely basis.

     All issued and outstanding shares are legally issued, fully paid and
nonassessable and are not issued in violation of the preemptive or other rights
of any person. TMTLG has no securities, warrants or options authorized or
issued.

     Section 1.3       Subsidiaries.     TMTLG has no subsidiaries.

     Section 1.4       Tax Matters: Books and Records.

     (a)  The books and records, financial and others, of TMTLG are in all
          material respects complete and correct and have been maintained in
          accordance with good business accounting practices; and

     (b)  TMTLG has no liabilities with respect to the payment of any country,
          federal, state, county, or local taxes (including any deficiencies,
          interest or penalties).

     (c)  TMTLG shall remain responsible for all debts incurred by TMTLG prior
          to the date of closing.

     Section 1.5 Litigation and Proceedings. There are no actions, suits,
proceedings or investigations pending or threatened by or against or affecting
TMTLG 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 that would have a material adverse affect on the
business, operations, financial condition or income of TMTLG. TMTLG is not in
default with respect to any judgment, order, writ, 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 1.6 Material Contract Defaults. TMTLG is not in default in any
material respect under the terms of any outstanding contract, agreement, lease
or other commitment which is material to the business, operations, properties,
assets or condition of TMTLG, and there is no event of default in any material
respect under any such contract, agreement, lease or other commitment in respect
of which TMTLG has not taken adequate steps to prevent such a default from
occurring.

     Section 1.7 Information. The information concerning TMTLG as set forth in
this Agreement and in the attached 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. TMTLG's filings
with the SEC are complete and accurate in all material respects and do 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.

     Section 1.8 Title and Related Matters. TMTLG has good and marketable title
to and is the sole and exclusive owner of all of its properties, inventory,
interest in properties and assets, real and personal (collectively, the
"Assets") free and clear of all liens, pledges, charges or encumbrances. TMTLG
owns free and clear of any liens, claims, encumbrances, royalty interests or
other restrictions or limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with TMTLG's business. No third party has any
right to, and TMTLG has not received any notice of infringement of or conflict
with asserted rights of other with respect to any product, technology, data,
trade secrets, know-how, proprietary techniques, trademarks, service marks,
trade names or copyrights which, singly on in the aggregate, if the subject of
an unfavorable decision ruling or finding, would have a materially adverse
affect on the business, operations, financial conditions or income of TMTLG or
any material portion of its properties, assets or rights.

     Section 1.9 Contracts On the closing date:

          (a)  There are no material contracts, agreements franchises, license
               agreements, or other commitments to which TMTLG is a party or by
               which it or any of its properties are bound:

          (b)  TMTLG is not a party to any contract, agreement, commitment or
               instrument or subject to any charter or other corporate
               restriction or any judgment, order, writ, injunction, decree or
               award materially and adversely affects, or in the future may (as
               far as TMTLG can now foresee) materially and adversely affect ,
               the business, operations, properties, assets or conditions of
               TMTLG; and

          (c)  TMTLG is not a party to any material 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, agreement or
               arrangement covered by Title IV of the Employee Retirement Income
               Security Act, as amended; (iii) agreement, contract or indenture
               relating to the borrowing of money; (iv) guaranty of any
               obligation for the borrowing of money or otherwise, excluding
               endorsements made for collection and other guaranties, of
               obligations, which, in the aggregate exceeds $1,000; (v)
               consulting or other contract with an unexpired term of more than
               one year or providing for payments in excess of $10,000 in the
               aggregate; (vi) collective bargaining agreement; (vii) contract,
               agreement or other commitment involving payments by it for more
               than $10,000 in the aggregate.

     Section 1.10 Compliance With Laws and Regulations. To the best of TMTLG's
knowledge and belief, TMTLG 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
TMTLG or would not result in TMTLG incurring material liability.

     Section 1.11 Insurance. All of the insurable properties of TMTLG are
insured for TMTLG `s benefit under valid and enforceable policy or policies
containing substantially equivalent coverage and will be outstanding and in full
force at the Closing Date.

     Section 1.12 Approval of Agreement. The directors of TMTLG have authorized
the execution and delivery of the Agreement by and have approved the
transactions contemplated hereby.

     Section 1.13 Material Transactions or Affiliations. There are no material
contracts or agreements of arrangement between TMTLG and any person, who was at
the time of such contract, agreement or arrangement an officer, director or
person owning of record, or known to beneficially own ten percent (10%) or more
of the issued and outstanding Common Shares of TMTLG and which is to be
performed in whole or in part after the date hereof. TMTLG has no commitment,
whether written or oral, to lend any funds to, borrow any money from or enter
into material transactions with any such affiliated person.

     Section 1.14 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, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which TMTLG is a
party or to which any of its properties or operations are subject.

     Section 1.15 Governmental Authorizations. TMTLG has all licenses,
franchises, permits or other governmental authorizations legally required to
enable it to conduct its business in all material respects as conducted on the
date hereof. Except for compliance with federal and state securities and
corporation laws, as hereinafter provided, no authorization, approval, consent
or order of, or registration, declaration or filing with, any court or other
governmental body is required in connection with the execution and delivery by
TMTLG of this Agreement and the consummation of the transactions contemplated
hereby.


                                   ARTICLE II
                    REPRESENTATIONS, COVENANTS AND WARRANTIES
                                  OF MONEY TREE

     As an inducement to, and to obtain the reliance of TMTLG, MONEY TREE
represents and warrants as follows:

     Section 2.1 Organization. MONEY TREE is a corporation duly organized,
validly existing and in good standing under the laws of Florida and has the
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own all of its properties and assets and to carry on its business in all
material respects as it is now being conducted, including qualification to do
business as a foreign entity in the country or states in which the character and
location of the assets owned by it or the nature of the business transacted by
it requires qualification. Included in the Attached Schedules (as hereinafter
defined) are complete and correct copies of the articles of incorporation,
bylaws and amendments thereto as in effect on the date hereof. The execution and
delivery of this Agreement does not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of MONEY TREE's certificate of incorporation or bylaws.
MONEY TREE has full power, authority and legal right and has taken all action
required by law, its articles of incorporation, bylaws or otherwise to authorize
the execution and delivery of this Agreement.

     Section 2.2 Capitalization. The authorized capitalization of MONEY TREE
consists of 100,000,000 shares of common stock, $0.0001 par value and 10,000,000
shares of preferred stock, $0.0001 par value. As of the date hereof, there are
50,000,000 shares of common stock issued and outstanding and 5,000,000 shares of
preferred stock issued and outstanding.

     All issued and outstanding common shares have been legally issued, fully
paid, are nonassessable and not issued in violation of the preemptive rights of
any other person. MONEY TREE has no other securities, warrants or options
authorized or issued.

     Section 2.3       Subsidiaries.          MONEY TREE has no subsidiaries.

     Section 2.4       Tax Matters; Books & Records

          (a)  The books and records, financial and others, of MONEY TREE are in
               all material respects complete and correct and have been
               maintained in accordance with good business accounting practices;
               and

          (b)MONEY TREE has no liabilities with respect to the payment of any
               country, federal, state, county, local or other taxes (including
               any deficiencies, interest or penalties).

          (c)  MONEY TREE shall remain responsible for all debts incurred prior
               to the closing.

     Section 2.5 Information. The information concerning MONEY TREE as set forth
in this Agreement and in the attached 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.

     Section 2.6 Title and Related Matters. MONEY TREE has good and marketable
title to and is the sole and exclusive owner of all of its properties,
inventory, interests in properties and assets, real and personal (collectively,
the "Assets") free and clear of all liens, pledges, charges or encumbrances.
Except as set forth in the Schedules attached hereto, MONEY TREE owns free and
clear of any liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with MONEY TREE's business. Except as set
forth in the attached Schedules, no third party has any right to, and MONEY TREE
has not received any notice of infringement of or conflict with asserted rights
of others with respect to any product, technology, data, trade secrets,
know-how, proprietary techniques, trademarks, service marks, trade names or
copyrights which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a materially adverse affect on the
business, operations, financial conditions or income of MONEY TREE or any
material portion of its properties, assets or rights.

     Section 2.7 Litigation and Proceedings. There are no actions, suits or
proceedings pending or threatened by or against or affecting MONEY TREE, at law
or in equity, before any court or other governmental agency or instrumentality,
domestic or foreign or before any arbitrator of any kind that would have a
material adverse effect on the business, operations, financial condition, income
or business prospects of MONEY TREE. MONEY TREE does not have any 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.

     Section 2.8       Contracts.       On the Closing Date:

          (a)  There are no material contracts, agreements, franchises, license
               agreements, or other commitments to which MONEY TREE is a party
               or by which it or any of its properties are bound;

          (b)  MONEY TREE is not a party to any contract, agreement, commitment
               or instrument or subject to any charter or other corporate
               restriction or any judgment, order, writ, injunction, decree or
               award which materially and adversely affects, or in the future
               may (as far as MONEY TREE can now foresee) materially and
               adversely affect, the business, operations, properties, assets or
               conditions of MONEY TREE; and

          (c)  MONEY TREE is not a party to any material 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, agreement or
               arrangement covered by Title IV of the Employee Retirement Income
               Security Act, as amended; (iii) agreement, contract or indenture
               relating to the borrowing of money; (iv) guaranty of any
               obligation for the borrowing of money or otherwise, excluding
               endorsements made for collection and other guaranties of
               obligations, which, in the aggregate exceeds $1,000; (v)
               consulting or other contract with an unexpired term of more than
               one year or providing for payments in excess of $10,000 in the
               aggregate; (vi) collective bargaining agreement; (vii) contract,
               agreement, or other commitment involving payments by it for more
               than $10,000 in the aggregate.

     Section 2.9 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, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which MONEY TREE is
a party or to which any of its properties or operations are subject.

     Section 2.10 Material Contract Defaults. To the best of MONEY TREE
knowledge and belief, it is not in default in any material respect under the
terms of any outstanding contract, agreement, lease or other commitment which is
material to the business, operations, properties, assets or condition of MONEY
TREE and there is no event of default in any material respect under any such
contract, agreement, lease or other commitment in respect of which MONEY TREE
has not taken adequate steps to prevent such a default from occurring.

     Section 2.11 Governmental Authorizations. To the best of MONEY TREE's
knowledge, MONEY TREE has all licenses, franchises, permits and other
governmental authorizations that are legally required to enable it to conduct
its business operations in all material respects as conducted on the date
hereof. Except for compliance with federal and state securities or corporation
laws, no authorization, approval, consent or order of, or registration,
declaration or filing with, any court or other governmental body is required in
connection with the execution and delivery by MONEY TREE of the transactions
contemplated hereby.

     Section 2.12 Compliance With Laws and Regulations. To the best of MONEY
TREE's knowledge and belief, MONEY TREE 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
MONEY TREE or would not result in MONEY TREE's incurring any material liability.

     Section 2.13 Insurance. All of the insurable properties of MONEY TREE are
insured for MONEY TREE's benefit under valid and enforceable policy or policies
containing substantially equivalent coverage and will be outstanding and in full
force at the Closing Date.

     Section 2.14 Approval of Agreement. The directors of MONEY TREE have
authorized the execution and delivery of the Agreement and have approved the
transactions contemplated hereby.

     Section 2.15 Material Transactions or Affiliations. As of the Closing Date,
there will exist no material contract, agreement or arrangement between MONEY
TREE 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 MONEY
TREE to own beneficially, ten percent (10%) or more of the issued and
outstanding Common Shares of MONEY TREE and which is to be performed in whole or
in part after the date hereof except with regard to an agreement with MONEY TREE
shareholders providing for the distribution of cash to provide for payment of
federal and state taxes on Subchapter S income. MONEY TREE has no commitment,
whether written or oral, to lend any funds to, borrow any money from or enter
into any other material transactions with, any such affiliated person.

     Section 2.16 Filings. MONEY TREE covenants that it will assist TMTLG in the
preparation of all filings required by the Securities Exchange Act in a timely
manner, including but not limited to, the filing of a Form 8K within fifteen
(15) days after the execution of this Agreement and the delivery of the audited
financial statements for MONEY TREE in sufficient time to allow for the filing
of an amended 8K with the audited financial statements within sixty (60) days
thereafter.

                                   ARTICLE III
                   EXCHANGE PROCEDURE AND OTHER CONSIDERATION

     Section 3.1 Share Exchange/Delivery of MONEY TREE Securities. On the
Closing Date, the holders of all of the MONEY TREE Common and Preferred Shares
shall deliver to TMTLG (i) certificates or other documents evidencing all of the
issued and outstanding MONEY TREE Common and Preferred Shares, duly endorsed in
blank or with executed power attached thereto in transferrable form. On the
Closing Date, all previously issued and outstanding Common and Preferred Shares
of MONEY TREE shall be transferred to TMTLG, so that MONEY TREE shall become a
wholly owned subsidiary of TMTLG.

     Section 3.2 Issuance of TMTLG Common Shares. In exchange for all of the
MONEY TREE Common and Preferred Shares tendered pursuant to Section 3.1, TMTLG
shall issue to the MONEY TREE shareholders a total of 25,100,000 TMTLG common
shares and 5,000,000 preferred shares which are restricted in accordance with
Rule 144 of the 1933 Securities Act. The 25,100,000 common shares and the
5,000,000 preferred shares shall be issued to the MONEY TREE shareholders in the
following manner:

                  Philip J. Sampiere, Jr.-    12,550,000 common shares
                                               2,500,000 preferred shares
                  Lisa Warram-                12,550,000 common shares
                                               2,500,000 preferred shares

     Section 3.3 Events Prior to Closing. Upon execution hereof or as soon
thereafter as practical, management of TMTLG and MONEY TREE shall execute,
acknowledge and deliver (or shall cause 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, 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, subject only to the
conditions to Closing referenced herein below.

     Section 3.4 Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall be on or about November 19, 2004 ("Closing
Date").

     Section 3.5       Termination.

          (a)  This Agreement may be terminated by the board of directors or
               majority interest of Shareholders of either TMTLG or MONEY TREE,
               respectively, at any time prior to the Closing Date if:

               (i)  there shall be any action or proceeding before any court or
                    any governmental body which shall seek to restrain, prohibit
                    or invalidate the transactions contemplated by this
                    Agreement and which, in the judgment of such board of
                    directors, made in good faith and based on the advice of its
                    legal counsel, makes it inadvisable to proceed with the
                    exchange contemplated by this Agreement; or

               (ii) any of the transactions contemplated hereby are disapproved
                    by any regulatory authority whose approval is required to
                    consummate such transactions.

     In the event of termination pursuant to this paragraph (a) of this Section
3.5, no obligation, right, or liability shall arise hereunder and each party
shall bear all of the expenses incurred by it in connection with the
negotiation, drafting and execution of this Agreement and the transactions
herein contemplated.

          (b)  This Agreement may be terminated at any time prior to the Closing
               Date by action of the board of directors of TMTLG if MONEY TREE
               shall fail to comply in any material respect with any of its
               covenants or agreements contained in this Agreement or if any of
               the representations or warranties of MONEY TREE contained herein
               shall be inaccurate in any material respect, which noncompliance
               or inaccuracy is not cured after 20 days written notice thereof
               is given to MONEY TREE. If this Agreement is terminated pursuant
               to this paragraph (b) of this Section 3.5, this Agreement shall
               be of no further force or effect and no obligation, right or
               liability shall arise hereunder.

          (c)  This Agreement may be terminated at any time prior to the Closing
               Date by action of the board of directors of MONEY TREE if TMTLG
               shall fail to comply in any material respect with any of its
               covenants or agreements contained in this Agreement or if any of
               the representations or warranties of TMTLG contained herein shall
               be inaccurate in any material respect, which noncompliance or
               inaccuracy is not cured after 20 days written notice thereof is
               given to TMTLG. If this Agreement is terminated pursuant to this
               paragraph (d) of this Section 3.5, this Agreement shall be of no
               further force or effect and no obligation, right or liability
               shall arise hereunder.

     In the event of termination pursuant to paragraph (b) and (c) of this
Section 3.5, the breaching party shall bear all of the expenses incurred by the
other party in connection with the negotiation, drafting and execution of this
Agreement and the transactions herein contemplated.

     Section 3.6 Directors of TMTLG After Acquisition. After the Closing Date,
Philip Sampiere and Lisa Warram shall become the directors of TMTLG. Each
director shall hold office until his successor shall have been duly elected and
shall have qualified or until his earlier death, resignation or removal.

     Section 3.7 Officers of TMTLG . Upon the closing, the following persons
shall be elected as officers of TMTLG in accordance with procedures set forth in
the TMTLG bylaws:

            NAME                      OFFICE

            Philip Sampiere, Jr.      Chief Executive Officer, President
                                      Chief Financial Officer

            Lisa Warram               Vice President, Secretary and Treasurer

                                   ARTICLE IV
                                SPECIAL COVENANTS

     Section 4.1 Access to Properties and Records. Prior to closing, TMTLG and
MONEY TREE will each afford to the officers and authorized representatives of
the other full access to the properties, books and records of each other, in
order that each may have 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 each other, as the other shall from time to
time reasonably request.

     Section 4.2 Availability of Rule 144. TMTLG and MONEY TREE shareholders
holding "restricted securities, " as that term is defined in Rule 144
promulgated pursuant to the Securities Act will remain as "restricted
securities". TMTLG is under no obligation to register such shares under the
Securities Act, or otherwise. The stockholders of TMTLG and MONEY TREE holding
restricted securities of TMTLG and MONEY TREE as of the date of this Agreement
and their respective heirs, administrators, personal representatives, successors
and assigns, are intended third party beneficiaries of the provisions set forth
herein. The covenants set forth in this Section 4.2 shall survive the Closing
and the consummation of the transactions herein contemplated.

     Section 4.3 Special Covenants and Representations Regarding the TMTLG
Common Shares to be Issued in the Exchange. The consummation of this Agreement,
including the issuance of the TMTLG Common Shares to the Shareholders of MONEY
TREE as contemplated hereby, constitutes the offer and sale of securities under
the Securities Act, and applicable state statutes. Such transaction shall be
consummated in reliance on exemptions from the registration and prospectus
delivery requirements of such statutes which depend, inter alia, upon the
circumstances under which the MONEY TREE Shareholders acquire such securities.

     Section 4.4 Third Party Consents. TMTLG and MONEY TREE agree to cooperate
with each other in order to obtain any required third party consents to this
Agreement and the transactions herein contemplated.

     Section 4.5       Actions Prior and Subsequent to Closing.

          (a)  From and after the date of this Agreement until the Closing Date,
               except as permitted or contemplated by this Agreement, TMTLG and
               MONEY TREE will each use its best efforts to:

               (i)  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;
               (ii) maintain in full force and effect insurance comparable in
                    amount and in scope of coverage to that now maintained by
                    it;
               (iii) perform in all material respects all of its obligations
                    under material contracts, leases and instruments relating to
                    or affecting its assets, properties and business;

          (b)  From and after the date of this Agreement until the Closing Date,
               TMTLG will not, without the prior consent of MONEY TREE:

               (i)  except as otherwise specifically set forth herein, make any
                    change in its articles of incorporation or bylaws;
               (ii) declare or pay any dividend on its outstanding Common
                    Shares, except as may otherwise be required by law, or
                    effect any stock split or otherwise change its
                    capitalization, except as provided herein;
               (iii) enter into or amend any employment, severance or agreements
                    or arrangements with any directors or officers;
               (iv) grant, confer or award any options, warrants, conversion
                    rights or other rights not existing on the date hereof to
                    acquire any Common Shares; or
               (v)  purchase or redeem any Common Shares.

     Section 4.6       Indemnification.

          (a)  TMTLG hereby agrees to indemnify MONEY TREE, each of the
               officers, agents and directors and current shareholders of MONEY
               TREE as of the Closing Date against any loss, liability, claim,
               damage or expense (including, but not limited to, any and all
               expense whatsoever reasonably incurred in investigating,
               preparing or defending against any litigation, commenced or
               threatened or any claim whatsoever), to which it or they may
               become subject to or rising out of or based on any inaccuracy
               appearing in or misrepresentation made in this Agreement. The
               indemnification provided for in this paragraph shall survive the
               Closing and consummation of the transactions contemplated hereby
               and termination of this Agreement; and

          (b)  MONEY TREE hereby agrees to indemnify TMTLG, each of the
               officers, agents, directors and current shareholders of TMTLG as
               of the Closing Date against any loss, liability, claim, damage or
               expense (including, but not limited to, any and all expense
               whatsoever reasonably incurred in investigating, preparing or
               defending against any litigation, commenced or threatened or any
               claim whatsoever), to which it or they may become subject arising
               out of or based on any inaccuracy appearing in or
               misrepresentation made in this Agreement. The indemnification
               provided for in this paragraph shall survive the Closing and
               consummation of the transactions contemplated hereby and
               termination of this Agreement.

     Section 4.7 Approval of Florida Department of Banking and Finance: This
agreement shall be subject to the approval of the Florida Department of Banking
and Finance. All business activities of MONEY TREE shall be conducted as usual
until such time as the State of Florida has issued its approval of TMTLG as a
majority shareholder.


                                    ARTICLE V
                  CONDITIONS PRECEDENT TO OBLIGATIONS OF TMTLG

     The obligations of TMTLG under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:

     Section 5.1 Accuracy of Representations. The representations and warranties
made by TMTLG in this Agreement were true when made and shall be true at the
Closing Date with the same force and effect as if such representations and
warranties were made at the Closing Date (except for changes therein permitted
by this Agreement), and TMTLG shall have performed or compiled with all
covenants and conditions required by this Agreement to be performed or complied
with by TMTLG prior to or at the Closing. MONEY TREE shall be furnished with a
certificate, signed by a duly authorized officer of TMTLG and dated the Closing
Date, to the foregoing effect.

     Section 5.2 Director Approval. The Board of Directors of TMTLG shall have
approved this Agreement and the transactions contemplated herein.

     Section 5.3 Officer's Certificate. MONEY TREE shall have been furnished
with a certificate dated the Closing Date and signed by a duly authorized
officer of TMTLG to the effect that: (a) the representations and warranties of
TMTLG set forth in the Agreement and in all Exhibits, Schedules and other
documents furnished in connection herewith are in all material respects true and
correct as if made on the Effective Date; (b) TMTLG has performed all covenants,
satisfied all conditions, and complied with all other terms and provisions of
this Agreement to be performed, satisfied or complied with by it as of the
Effective Date; (c) since such date and other than as previously disclosed to
MTL, TMTLG has not entered into any material transaction other than transactions
which are usual and in the ordinary course if its business; and (d) no
litigation, proceeding, investigation or inquiry is pending or, to the best
knowledge of TMTLG, threatened, which might result in an action to enjoin or
prevent the consummation of the transactions contemplated by this Agreement or,
to the extent not disclosed in the TMTLG Schedules, by or against TMTLG which
might result in any material adverse change in any of the assets, properties,
business or operations of TMTLG.

     Section 5.4 No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business or operations of nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of TMTLG.

     Section 5.5 Other Items. MONEY TREE shall have received such further
documents, certificates or instruments relating to the transactions contemplated
hereby as MONEY TREE may reasonably request.

                                   ARTICLE VI
                CONDITIONS PRECEDENT TO OBLIGATIONS OF MONEY TREE

     The obligations of MONEY TREE under this Agreement are subject to the
satisfaction, at or before the Closing date (unless otherwise indicated herein),
of the following conditions:

     Section 6.1 Accuracy of Representations. The representations and warranties
made by MONEY TREE in this Agreement were true when made and shall be true as of
the Closing Date (except for changes therein permitted by this Agreement) with
the same force and effect as if such representations and warranties were made at
and as of the Closing Date, and MONEY TREE shall have performed and complied
with all covenants and conditions required by this Agreement to be performed or
complied with by MONEY TREE prior to or at the Closing. TMTLG shall have been
furnished with a certificate, signed by a duly authorized executive officer of
MONEY TREE and dated the Closing Date, to the foregoing effect.

     Section 6.2 Director Approval. The Board of Directors of MONEY TREE shall
have approved this Agreement and the transactions contemplated herein.

     Section 6.3 Officer's Certificate. TMTLG shall be furnished with a
certificate dated the Closing date and signed by a duly authorized officer of
MONEY TREE to the effect that: (a) the representations and warranties of MONEY
TREE set forth in the Agreement and in all Exhibits, Schedules and other
documents furnished in connection herewith are in all material respects true and
correct as if made on the Effective Date; and (b) MONEY TREE had performed all
covenants, satisfied all conditions, and complied with all other terms and
provisions of the Agreement to be performed, satisfied or complied with by it as
of the Effective Date.

     Section 6.4 No Material Adverse Change. Prior to the Closing Date, there
shall not have occurred any material adverse change in the financial condition,
business or operations of nor shall any event have occurred which, with the
lapse of time or the giving of notice, may cause or create any material adverse
change in the financial condition, business or operations of MONEY TREE.

                                   ARTICLE VII
                                  MISCELLANEOUS

     Section 7.1 Brokers and Finders. Each party hereto hereby represents and
warrants that it is under no obligation, express or implied, to pay certain
finders in connection with the bringing of the parties together in the
negotiation, execution, or consummation of this Agreement. The parties each
agree to indemnify the other against any claim by any third person for any
commission, brokerage or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between the indemnifying party and such third person, whether
express or implied from the actions of the indemnifying party.

     Section 7.2 Law, Forum and Jurisdiction. This Agreement shall be construed
and interpreted in accordance with the laws of the State of Florida, United
States of America.


     Section 7.3 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent by registered mail or certified mail, postage prepaid, or by prepaid
telegram addressed as follows:

                           If to TMTLG :         Phillip A. Sampiere, Jr.,
                                                 340 Tamiami Trail # 202
                                                 Port Charlotte, Florida 33952

                           If to MONEY TREE:     Phillip A. Sampiere, Jr.,
                                                 340 Tamiami Trail # 202
                                                 Port Charlotte, Florida 33952

or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given as of the date so delivered, mailed or telegraphed.

     Section 7.4 Attorneys' Fees. In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse the
non-breaching party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.

     Section 7.5 Confidentiality. Each party hereto agrees with the other party
that, unless and until the transactions contemplated by this Agreement have been
consummated, they and their representatives will hold in strict confidence all
data and information obtained with respect to another party or any subsidiary
thereof from any representative, officer, director or employee, or from any
books or records or from personal inspection, of such other party, and shall not
use such data or information or disclose the same to others, except: (i) to the
extent such data is a matter of public knowledge or is required by law to be
published; and (ii) to the extent that such data or information must be used or
disclosed in order to consummate the transactions contemplated by this
Agreement.

     Section 7.6 Schedules; Knowledge. Each party is presumed to have full
knowledge of all information set forth in the other party's schedules delivered
pursuant to this Agreement.

     Section 7.7 Third Party Beneficiaries.This contract is solely between TMTLG
and MONEY TREE and except as specifically provided, no director, officer,
stockholder, employee, agent, independent contractor or any other person or
entity shall be deemed to be a third party beneficiary of this Agreement.

     Section 7.8 Entire Agreement.This Agreement represents the entire agreement
between the parties relating to the subject matter hereof. This Agreement alone
fully and completely expresses the agreement of the parties relating to the
subject matter hereof. There are no other courses of dealing, understanding,
agreements, representations or warranties, written or oral, except as set forth
herein. This Agreement may not be amended or modified, except by a written
agreement signed by all parties hereto.

     Section 7.9 Survival; Termination. The representations, warranties and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for 18 months.

     Section 7.10 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.

     Section 7.11 Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently herewith, and no waiver
by any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance hereof may be extended by a
writing signed by the party or parties for whose benefit the provision is
intended.

     Section 7.12 Expenses. Each party herein shall bear all of their respective
cost s and expenses incurred in connection with the negotiation of this
Agreement and in the consummation of the transactions provided for herein and
the preparation thereof.

     Section 7.13 Headings; Context. The headings of the sections and paragraphs
contained in this Agreement are for convenience of reference only and do not
form a part hereof and in no way modify, interpret or construe the meaning of
this Agreement.

     Section 7.14 Benefit. This Agreement shall be binding upon and shall inure
only to the benefit of the parties hereto, and their permitted assigns
hereunder. This Agreement shall not be assigned by any party without the prior
written consent of the other party.

     Section 7.15 Public Announcements. Except as may be required by law,
neither party shall make any public announcement or filing with respect to the
transactions provided for herein without the prior consent of the other party
hereto.

     Section 7.16 Severability. In the event that any particular provision or
provisions of this Agreement or the other agreements contained herein shall for
any reason hereafter be determined to be unenforceable, or in violation of any
law, governmental order or regulation, such unenforceability or violation shall
not affect the remaining provisions of such agreements, which shall continue in
full force and effect and be binding upon the respective parties hereto.

     Section 7.17 Failure of Conditions; Termination.In the event of any of the
conditions specified in this Agreement shall not be fulfilled on or before the
Closing Date, either of the parties have the right either to proceed or, upon
prompt written notice to the other, to terminate and rescind this Agreement. In
such event, the party that has failed to fulfill the conditions specified in
this Agreement will liable for the other parties legal fees. The election to
proceed shall not affect the right of such electing party reasonably to require
the other party to continue to use its efforts to fulfill the unmet conditions.

     Section 7.18 No Strict Construction. The language of this Agreement shall
be construed as a whole, according to its fair meaning and intendment, and not
strictly for or against either party hereto, regardless of who drafted or was
principally responsible for drafting the Agreement or terms or conditions
hereof.

     Section 7.19 Execution Knowing and Voluntary. In executing this Agreement,
the parties severally acknowledge and represent that each: (a) has fully and
carefully read and considered this Agreement; (b) has been or has had the
opportunity to be fully apprized by its attorneys of the legal effect and
meaning of this document and all terms and conditions hereof; (c) is executing
this Agreement voluntarily, free from any influence, coercion or duress of any
kind.

     Section 7.20 Amendment. At any time after the Closing Date, this Agreement
may be amended by a writing signed by both parties, with respect to any of the
terms contained herein, and any term or condition of this Agreement may be
waived or the time for performance hereof may be extended by a writing signed by
the party or parties for whose benefit the provision is intended.

     Section 7.21 Conflict of Interest. Both MONEY TREE and TMTLG understand
that Anslow & Jaclin, LLP is representing both parties in this transaction which
represents a conflict of interest. Both MONEY TREE and TMTLG have the right to
different counsel due to this conflict of interest. Notwithstanding the above,
both MONEY TREE and TMTLG agrees to waive this conflict and have Anslow &
Jaclin, LLP represent both parties in the above-referenced transaction. Both
MONEY TREE and TMTLG agree to hold this law firm harmless from any and all
liabilities that may occur or arise due to this conflict.


     IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, and
entered into as of the date first above written.


ATTEST:                                     THE MONEY TREE LENDING GROUP, INC.


                                            By:  /s/ Philip A. Sampiere, Jr.
------------------------------                   ---------------------------
                                                     Philip A. Sampiere, Jr.
                                                     President

ATTEST:                                     THE MONEY TREE LENDING GROUP, INC.

                                            By:  /s/ Philip A. Sampiere, Jr.
------------------------------                   ---------------------------
                                                     Philip A. Sampiere, Jr.
                                                     President


                                            THE MONEY TREE LENDING GROUP, INC.
                                            SHAREHOLDERS

                                            By:  /s/ Philip A. Sampiere, Jr.
------------------------------                   ---------------------------
                                                     Philip A. Sampiere, Jr.



                                            By:  /s/ Lisa Warram
------------------------------                   ---------------------------
                                                     Lisa Warram





</TEXT>
</DOCUMENT>
