exhibit 10. 1 prepared by and return to : stichter, riedel, blain & prosser, p. a. c / o elena paras ketchum, esq. 110 east madison street - suite 200 tampa, florida 33602 assignment for the benefit of creditors assignment, made this 11th day of january, 2010 between dynamic response group, inc., a florida corporation, with a principal place of business at 4770 biscayne boulevard, suite 780, miami, florida 33137 ( hereinafter “ assignor ” ) and phil von kahle of michael moecker & associates, inc., whose address is 6861 sw 196th avenue - # 203, ft. lauderdale, florida 33332 ( hereinafter “ assignee ” ). whereas, the assignor is a marketing company that develops and distributed personal development and health services through print catalogs, radio, direct mail, direct response television programming and the internet. whereas, the assignor is indebted to creditors, as set forth in schedule a annexed hereto, is unable to pay its debts as they become due, and is desirous of providing for the payment of its debts, so far as it is possible by an assignment of all of its assets for that purpose. now, therefore, the assignor, in consideration of the assignee ’ s acceptance of this assignment, and for other good and valuable consideration, hereby grants, assigns, conveys, transfers, and sets over, unto the assignee, her or his successors and assigns, all of its assets, except such assets as are exempt by law from levy and sale under an execution, including, but not limited to, all real property, fixtures, goods, stock, inventory, equipment, furniture, furnishings, accounts receivable, bank deposits, cash, promissory notes, cash value and proceeds of insurance policies, claims and demands belonging to the assignor, and all books, records, and electronic data pertaining to all such assets, wherever such assets may be located, hereinafter the “ estate, ” as which assets are, to the best knowledge and belief of the assignor, set forth on schedule b annexed hereto. the assignee shall take possession of, and protect and preserve, all such assets and administer the estate in accordance with the provisions of chapter 727, florida statutes, and shall liquidate the assets of the estate with reasonable dispatch and