SPIN-OFF AGREEMENT

exhibit 10.10

1.   Purchased Assets. Seller hereby sells, assigns, transfers, conveys and delivers to Buyer ON AN "AS IS" "WHERE IS" BASIS, and Buyer hereby accepts and purchases, all of the outstanding securities of Daniels and all of Seller's right, title and interest in and to Daniel's Business, including its corporate name, business, operations, assets, inventory, employees, contractors, properties, intellectual properties, trademarks, service marks, trade names, telephone numbers, fax numbers, internet website addresses, and goodwill, and all of the other agreements, contracts, leases, licenses, other arrangements and other tangible and intangible property of Daniels, including the Net Operating Loss Carry Forward created by the operations of Daniels, to  the extent that such agreements, contracts, leases, licenses, arrangements or property relate to the Business existing at the close of business on the Closing Date (the "Purchased Assets"). Following the Closing Date, the Company thereafter shall forever cease from using the name or term "Daniels Corporate Advisory Company, Inc."

(a)     Buyer hereby assumes, and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of Daniels, as set forth in the attached Schedule "A", including Daniels' proportionate share of those liabilities owed by the Company to NIR or entities associated with NIR (the "NIR Liabilities"). The liabilities set forth in Schedule A and assumed by the Buyer (personally by its representative, Arthur D. Viola, as an additional investment in Daniels rather than by Daniels), other than the NIR Liabilities are referred to herein as the "Assumed Liabilities". Seller also agrees to assign any and all claims, causes of action, and affirmative defenses which it ever had, now has, or hereafter may have, whether currently known or unknown relating to the Assumed Liabilities to Buyer's Representative, Arthur D. Viola.

4.  Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place by the exchange of documents by the Parties by fax or courier immediately following the execution of the Share Exchange Agreement between the Company and Lone Staffing Inc., or such other date as the Parties may mutually determine, (the "Closing Date"). At the Closing, the Seller shall deliver to the Buyer (i) a bill of sale relating to the Purchased Assets and the Assumed Liabilities; (ii) the Daniels Shares, along with such other transfer documentation is necessary and proper to allow the transfer of the ownership of the Daniels Shares to the Buyer, which shall include the confirmation by Seller that the Daniels Shares represent all of the outstanding securities of Daniels, and (iii) Seller shall deliver to the Buyer a written instrument of assumption of liabilities relating to the NIR Liabilities and the NIR Liability Expenses, which shall be satisfactory to the Buyer in its sole and absolute discretion; and the Buyer shall deliver to the Seller a written instrument of assumption of liabilities relating o t the Assumed Liabilities and Assumed Liability Expenses, which shall be satisfactory to the Seller in its sole and absolute discretion; provided however that each Party shall deliver such other certificates and documents as either Party may reasonably request. "Business Day" means a day other than (i) a Saturday, (ii) a Sunday or (iii) a day on which commercial banks are authorized or required to be closed for business.

5.  Further Assurances. Seller hereby covenants that it will, whenever and as reasonably requested by Buyer and at Seller's sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as Buyer may reasonably require in order to complete, insure and perfect the transfer, conveyance and assignment to Buyer of all the right, title and interest of Seller in and to the Purchased Assets hereby sold, conveyed or assigned, or intended so to be.

6.  Seller Makes no Representations or Warranties. The Seller's interest in the Purchased Assets is being acquired by the Buyer on an AS IS WHERE IS basis and the Seller makes no representations as to the Purchased Assets or any other matter.

7.  Confidential Information. The Company shall use its commercially reasonable efforts to insure that all confidential information which the Company or any of its respective officers, directors, employees, counsel, agents, investment bankers, or accountants (each a "Company Party") may now possess or may hereafter create or obtain relating to the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of [ ], any affiliate thereof, or any customer or supplier thereof or of any such affiliate shall not be published, disclosed, or made accessible by any of them to any other person or entity at any time or used by any of them except in the ordinary course of business of Daniels; provided, however, that the restrictions of this sentence shall not apply (i) as may otherwise be required by law, (ii) as may be necessary or appropriate in connection with the enforcement of this Agreement, or (iii) to the extent the information shall have otherwise become publicly available, through no improper action of any Company Party.