Merger Agreement dated August 15, 2013 with eXp Realty International, Inc. and eXp Acquisition Corp

In this Agreement the following terms will have the following meanings:

“Acquisition Shares” means the 38,380,215 post Stock Split DSET Common Shares to be issued to the eXp Realty Shareholders at Closing pursuant to the terms of the Merger, subject to adjustment as provided for in Article 2 hereof;

“Agreement” means this agreement and plan of merger among DSET, the Acquirer and eXp Realty;

“Audited eXp Realty Financial Statements” means the financial statements of eXp Realty for the two fiscal years ended December 31, 2012, together with the unqualified auditors report thereon, and the auditor reviewed financial statements for the six month periods ended June 30, 2013 and 2012, all prepared in accordance with U.S. GAAP, and which are attached as Exhibit B.

“Closing” means the completion, on the Closing Date, of the transactions contemplated hereby in accordance with Article 9 hereof;

“Closing Date” means the day on which all conditions precedent to the completion of the transaction as contemplated hereby have been satisfied or waived;

“DSET Accounts Payable and Liabilities” means all accounts payable and liabilities of DSET due and owing or otherwise constituting a binding obligation of DSET (other than an DSET Material Contract) as of July 31, 2013 as set forth in the DSET Disclosure Statement Schedule A;

“DSET Accounts Receivable” means all accounts receivable and other debts owing to DSET as of July 31, 2013 as set forth in the DSET Disclosure Statement Schedule B;

“DSET Assets” means the undertaking and all the property and assets of the DSET Business of every kind and description wheresoever situated including, without limitation, DSET Material Contracts, DSET Accounts Receivable, DSET Cash, DSET Intangible Assets and DSET Goodwill, and all credit cards, charge cards and banking cards issued to DSET;

“DSET Bank Accounts” means all of the bank accounts, lock boxes and safety deposit boxes of DSET or relating to the DSET Business as set forth in the DSET Disclosure Statement Schedule C;

“DSET Business” means all aspects of any business conducted by DSET;

“DSET Cash” means all cash on hand or on deposit to the credit of DSET on the Closing Date;

“DSET Common Shares” means the shares of common stock in the capital of DSET;

“DSET Debt to Related Parties” means the debts owed by DSET to any affiliate, director or officer of DSET as described in the DSET Disclosure Statement Schedule D;

“DSET Disclosure Statement” means the statement of disclosure provided by DSET to eXp Realty concurrently with the execution of this Agreement;

“DSET Financial Statements” means the financial statements of DSET for the two year periods ended June 30, 2012 and 2011, together with the unqualified auditors report thereon, and quarterly auditor reviewed financial statements for the 3 month periods ended September 30, 2012, December 31, 2012 and March 31, 2013, prepared in accordance with U.S. GAAP, a true copy of each of which is filed on EDGAR;

“DSET Goodwill” means the goodwill of the DSET Business including the right to all corporate, operating and trade names associated with the DSET Business, or any variations of such names as part of or in connection with the DSET Business, all books and records and other information relating to the DSET Business, all necessary licenses and authorizations and any other rights used in connection with the DSET Business;

“DSET Intangible Assets" means all of the intangible assets of DSET, including, without limitation, DSET Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of DSET;

“DSET Material Contracts” means the burden and benefit of and the right, title and interest of DSET in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which DSET is entitled whereunder DSET is obligated to pay or entitled to receive the sum of $2,000 or more including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one month's notice, and those contracts listed in DSET Disclosure Statement Schedule “F” ;

“DSET Options” means options to purchase DSET Common Shares;

“Effective Time” means the date of the filing of an appropriate Certificate of Merger in the form required by the State of Delaware, which certificate shall provide that the Merger shall become effective upon such filing;

“eXp Disclosure Statement” means the statement of disclosure provided by eXp Realty to DSET concurrently with the execution of this Agreement;

“eXp Realty Accounts Payable and Liabilities” means all accounts payable and liabilities of eXp Realty due and owing or otherwise constituting a binding obligation of eXp Realty (other than an eXp Realty Material Contract) as of July 31, 2013 as set forth in eXp Disclosure Statement Schedule “G”;

“eXp Realty Accounts Receivable” means all accounts receivable and other debts owing to eXp Realty as of July 31, 2013 as set forth in eXp Disclosure Statement Schedule “H”;

“eXp Realty Assets“ means the undertaking and all the property and assets of the eXp Realty Business of every kind and description wheresoever situated including, without limitation, eXp Realty Material Contracts, eXp Realty Cash, eXp Realty Intangible Assets and eXp Realty Goodwill;

“eXp Realty Bank Accounts” means all of the bank accounts, lock boxes and safety deposit boxes of eXp Realty or relating to the eXp Realty Business as set forth in eXp Disclosure Statement Schedule “I”;

“eXp Realty Business” means the cloud based, full service real estate brokerage business and all aspects of the business conducted by eXp Realty;

“eXp Realty Cash” means all cash on hand or on deposit to the credit of eXp Realty on the Closing Date;

“eXp Realty Debt to Related Parties” means the debts owed by eXp Realty to any affiliate, director or officer of eXp Realty as described in eXp Disclosure Statement Schedule “J”;

“eXp Realty Goodwill” means the goodwill of the eXp Realty Business and the right to use any words indicating that the eXp Realty Business is so carried on including the right to use the name "eXp Realty” or “eXp Realty International" or any variation thereof as part of the name of or in connection with the eXp Realty Business or any part thereof carried on or to be carried on by eXp Realty, the right to all corporate, operating and trade names associated with the eXp Realty Business, or any variations of such names as part of or in connection with the eXp Realty Business, all telephone listings and telephone advertising contracts, all lists of customers, books and records and other information relating to the eXp Realty Business, all necessary licenses and authorizations and any other rights used in connection with the eXp Realty Business;

“eXp Realty Intangible Assets” means all of the intangible assets of eXp Realty including, without limitation, eXp Realty Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of eXp Realty;

“eXp Realty Material Contracts” means the burden and benefit of and the right, title and interest of eXp Realty in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which eXp Realty is entitled in connection with the eXp Realty Business whereunder eXp Realty is obligated to pay or entitled to receive the sum of $10,000 or more including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one month's notice, and those contracts listed in eXp Disclosure Statement Schedule “L”

“eXp Realty Options” means options to purchase common stock in the capital of eXp Realty issued pursuant to the eXp Realty International Inc. 2013 Equity Incentive Plan outstanding at Closing;

“eXp Realty Shares” means all of the issued and outstanding shares of eXp Realty's equity stock;

“eXp Realty Shareholders” means those holders of eXp Realty Shares as of the Effective Time as shown in the books and records of eXp Realty;

“Material Adverse Effect” in relation to any event or change, means an effect that is or would reasonably be expected to be materially adverse to the financial condition, operations, assets, liabilities, or business of a Party, considered as a whole, provided that a Material Adverse Effect will not include an adverse effect: (i) that relates to or arises out of a matter that has been publicly disclosed or otherwise disclosed in writing to DSET or eXp Realty, as applicable, prior to such Party entering into this Agreement; (ii) that relates to or arises out of conditions affecting the real estate industry as a whole; (iii) that relates to or arises out of general economic, financial, currency exchange, securities or commodity market conditions in the United States or elsewhere; (iv) that relates to any change the occurrence of which is reasonably attributable to this Agreement or the performance of any transaction contemplated herein;

“Merger” means the merger, at the Effective Time, of eXp Realty and the Acquirer pursuant to this Agreement and Plan of Merger;

“Merger Consideration” means the Acquisition Shares;

“Merger Documents” means the Plan of Merger and the Articles of Merger, in the form attached hereto as Exhibit A ;

Place of Closing” means the offices of Clark Wilson LLP, or such other place as DSET and eXp Realty may mutually agree upon;

“Placement” means the financing of DSET pursuant to the forms of Subscriptions as agreed by the parties;

“State Corporation Law” means the Washington Business Corporation Act, RCW Title 23B;

“Stock Split” has the meaning ascribed in Paragraph 7.3(q) hereof; and

“Subsidiaries” means the subsidiaries of eXp Realty, including eXp Realty, LLC, eXp Realty Washington, Inc., eXp Realty of Canada, Inc., and eXp Realty of Connecticut, LLC; and

Surviving Company” means the Acquirer following the merger with eXp Realty.

Existence. At the Effective Time, eXp Realty shall be merged with and into the Acquirer pursuant to this Agreement and the Merger Documents and the separate corporate existence of eXp Realty shall cease and the Acquirer, as it exists from and after the Closing, shall be the Surviving Company.

Articles of Incorporation, Bylaws, Directors and Officers. At the Effective Time (i) the Articles of Incorporation of Acquirer shall be the Article of Incorporation of the Surviving Company until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law, (ii) the Bylaws of the Surviving Company shall be the Bylaws of the Acquirer immediately prior to the Effective Time continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law, (iii) the directors of the Surviving Company shall be the directors of eXp Realty immediately prior to the Effective Time, (iv) the officers of the Surviving Company shall be the officers of eXp Realty immediately prior to the Effective Time, and (v) the Merger shall, from and after the Effective Time, have all the effects provided by applicable law.

Effect. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time (i) all the rights, privileges, immunities, powers and franchises, of a public as well as of a private nature, and all property, real, personal and mixed, and all debts due on whatever account, including without limitation subscriptions to shares, and all other choses in action, and all and every other interest of or belonging to or due to eXp Realty or the Acquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in, the Surviving Company without further act or deed; and all property, rights and privileges, immunities, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Company, as they were of eXp Realty and the Acquirer, as a group, and (ii) all debts, liabilities, duties and obligations of eXp Realty and the Acquirer, as a group, subject to the terms hereof, shall become the debts, liabilities and duties of the Surviving Company and the Surviving Company shall thenceforth be responsible and liable for all debts, liabilities, duties and obligations of eXp Realty and the Acquirer, as a group, and neither the rights of creditors nor any liens upon the property of eXp Realty or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against the Surviving Company.

Capital Stock of the Acquirer. Each issued and outstanding share of the Acquirer's capital stock shall continue to be issued and outstanding and shall be converted into one (1) share of validly issued, fully paid, and non-assessable common stock of the Surviving Company. Each stock certificate of the Acquirer evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Company.

Conversion of eXp Realty Shares. Each eXp Realty Share that is issued and outstanding at the Effective Time shall automatically be cancelled and extinguished and (other than a Dissenting Share) converted, without any action on the part of the holder thereof, into a number of Acquisition Shares equal to (i) the total number of Acquisition Shares divided by (ii) the number of eXp Realty Shares outstanding immediately prior to Closing. All such eXp Realty Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall except as provided in Section 2.5 below, cease to have any rights with respect thereto, except the right to receive the Acquisition Shares paid in consideration therefor upon the surrender of such certificate in accordance with this Agreement. As of the Effective Time, each share of the capital stock of eXp Realty held as treasury stock, each share of capital stock held by eXp Realty, LLC, and each share of capital stock of eXp Realty authorized but not issued shall be automatically canceled and retired and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor.

Conversion of eXp Realty Options. Each eXp Realty Option that is issued and outstanding at the Effective Time shall automatically be cancelled and extinguished and converted, without any action on the part of the holder thereof, into a number of DSET Options equal to 7.5 times the number of eXp Realty Options being cancelled, with a proportionate decrease in any exercise price such that the total exercise price of each cancelled eXp Realty Option agreement shall equal the total exercise price of the replacement DSET Option agreement. Notwithstanding the above, the Board of Directors of DSET shall be authorized to reduce the number of options or increase the exercise price of such options to the extent determined necessary to maintain any such options as incentive stock options so qualifying under Section 422 of the Internal Revenue Code and regulations thereto.

the sale is to DSET;

the sale is made pursuant to the exemption from registration under the Securities Act of 1933,as amended, provided by Rule 144 thereunder; or

the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act of 1933, as amended, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to DSET an opinion of counsel to that effect or such other written opinion as may be reasonably required by DSET.

Incorporation. DSET is a corporation duly incorporated and validly existing under the laws of the State of Delaware, and is in good standing with the office of the Secretary of State for the State of Delaware;

Carrying on Business. DSET conducts the business described in its filings with the Securities and Exchange Commission and does not conduct any other business. DSET is registered, licensed or otherwise qualified as to carry on business in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, except where the failure to be so registered, licensed or otherwise qualified does not, nor is reasonably expected to, have a Material Adverse Effect;

Corporate Capacity. DSET has the corporate power, capacity and authority to own the DSET Assets and to enter into and complete this Agreement;

Reporting Status; Listing. DSET Common Shares are quoted on the OTC "Bulletin Board”, and all reports required to be filed by DSET with the Securities and Exchange Commission or OTC have been timely filed;

Incorporation. The Acquirer is a corporation duly incorporated and validly subsisting under the laws of the State of Washington, and is in good standing with the office of the Secretary of State for the State of Washington;

Carrying on Business. Other than corporate formation and organization, the Acquirer has not carried on business activities of any nature whatsoever, other than the negotiation, authorization and execution of the Agreement;

Corporate Capacity. The Acquirer has the corporate power, capacity and authority to enter into and complete this Agreement;

Authorized Capital. The authorized capital of DSET consists of 220,000,000 DSET Common Shares, $0.00001 par value of which 40,086,000 DSET Common Shares are presently issued and outstanding. All of the issued and outstanding shares are validly issued, fully paid and non-assessable;

No Option, Warrant or Other Right. No person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the acquisition of DSET Common Shares or for the purchase, subscription or issuance of any of the unissued shares in the capital of DSET, except that certain potential investors have subscribed for up to twenty eight thousand five hundred seventy-two (28,572) DSET common shares at $10.50 Pre-Stock Split, which DSET will close prior to Closing;

Authorized Capital. The authorized capital of the Acquirer consists of 1,000 shares of common stock, no par value, of which 1,000 shares of common stock are presently issued and outstanding. All of the issued and outstanding shares are validly issued, fully paid and non-assessable.

No Option, Warrant or Other Right. No person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the acquisition of any common or preferred shares in the Acquirer or for the purchase, subscription or issuance of any of the unissued shares in the capital of Acquirer;

Charter Documents. The charter documents of DSET and the Acquirer have not been altered since the incorporation of each, respectively, except as filed in the record books of DSET or the Acquirer, as the case may be;

Corporate Minute Books. The corporate minute books of DSET are substantially complete and each of the minutes contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. DSET is not in violation or breach of, or in default with respect to, any term of their respective Certificates of Incorporation (or other charter documents) or by-laws.

DSET Financial Statements. The DSET Financial Statements present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of DSET as of the respective dates thereof, and the sales and earnings of the DSET Business during the periods covered thereby, in all material respects, and have been prepared in substantial accordance with generally accepted accounting principles (“GAAP”) consistently applied and the requirements of U.S. GAAP as promulgated by the Securities and Exchange Commission;

DSET Accounts Payable and Liabilities. There are no material liabilities, contingent or otherwise, of DSET which are not disclosed in DSET Disclosure Statement Schedule “A” or reflected in the DSET Financial Statements except those incurred in the ordinary course of business since the date of the said schedule and the DSET Financial Statements, and DSET has not guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation. Without limiting the generality of the foregoing, all accounts payable and liabilities of DSET as of July 31, 2013 are described in DSET Disclosure Statement Schedule “A” hereto;

DSET Accounts Receivable. All the DSET Accounts Receivable result from bona fide business transactions and services actually rendered without, to the knowledge and belief of DSET, any claim by the obligor for set-off or counterclaim. Without limiting the generality of the foregoing, all accounts receivable of DSET as of July 31, 2013, are described in DSET Disclosure Statement Schedule “B”;

DSET Bank Accounts. All of the DSET Bank Accounts, their location, numbers and the authorized signatories thereto as at the date hereof and as at the Closing Date, as well as their balances as at the date hereof, are as set forth in DSET Disclosure Statement Schedule “C”;

No Debt to Related Parties. Except as disclosed in DSET Disclosure Statement Schedule “D” DSET is not, and on Closing will not be, indebted to any affiliate, director or officer of DSET except accounts payable on account of bona fide business transactions of DSET incurred in normal course of the DSET Business, including employment agreements, none of which are more than 30 days in arrears;

No Related Party Debt to DSET. No director or officer or affiliate of DSET is now indebted to or under any financial obligation to DSET on any account whatsoever;

No Dividends. No dividends or other distributions on any shares in the capital of DSET have been made, declared or authorized since the date of DSET Financial Statements;

No Payments. No payments of any kind have been made or authorized since the date of the DSET Financial Statements to or on behalf of officers, directors, shareholders or employees of DSET or under any management agreements with DSET;

No Pension Plans. There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting DSET;

No Adverse Events. Since the date of the DSET Financial Statements

there has not been any material adverse change in the financial position or condition of DSET, its liabilities or the DSET Assets or any damage, loss or other change in circumstances materially affecting DSET, the DSET Business or the DSET Assets or DSET’s right to carry on the DSET Business, other than changes in the ordinary course of business,

there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting DSET, the DSET Business or the DSET Assets,

there has not been any material increase in the compensation payable or to become payable by DSET to any of DSET’s officers, employees or agents or any bonus, payment or arrangement made to or with any of them,

the DSET Business has been and continues to be carried on in the ordinary course,

DSET has not waived or surrendered any right of material value,

DSET has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and

no capital expenditures in excess of $2,000 individually or $5,000 in total have been authorized or made.

Tax Returns. DSET has not filed income tax returns, but has had losses in each year of its existence;

Current Taxes. Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by DSET. DSET is not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns;

Licenses. DSET holds no licenses and permits and represents that such failure to obtain or maintain such licenses or permits will not have a Material Adverse Effect;

Applicable Laws. DSET has not been charged with or received notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it the violation of which would have a Material Adverse Effect on the DSET Business, and to DSET’s knowledge, DSET is not in breach of any laws, ordinances, statutes, regulations, bylaws, orders or decrees the contravention of which would result in a material adverse impact on the DSET Business;

Pending or Threatened Litigation. There is no litigation or administrative or governmental proceeding pending or threatened against or relating to DSET, the DSET Business, or any of the DSET Assets nor does DSET have any knowledge of any deliberate act or omission of DSET that would form any basis for any such action or proceeding;

No Bankruptcy. DSET has not made any voluntary assignment or proposal under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition has been filed or presented against DSET and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of DSET;

Labor Matters. DSET is not party to any collective agreement relating to the DSET Business with any labor union or other association of employees and no part of the DSET Business has been certified as a unit appropriate for collective bargaining or, to the knowledge of DSET, has made any attempt in that regard;

Finder's Fees. DSET is not party to any agreement which provides for the payment of finder's fees, brokerage fees, commissions or other fees or amounts which are or may become payable to any third party in connection with the execution and delivery of this Agreement and the transactions contemplated herein;

Authorization and Enforceability. The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of DSET and the Acquirer;

No Violation or Breach. The execution and performance of this Agreement will not:

violate the charter documents of DSET or the Acquirer or result in any breach of, or default under, any loan agreement, mortgage, deed of trust, or any other agreement to which DSET is party,

give any person any right to terminate or cancel any agreement including, without limitation, the DSET Material Contracts, or any right or rights enjoyed by DSET,

result in any alteration of DSET’s obligations under any agreement to which DSET is party including, without limitation, the DSET Material Contracts,

result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the DSET Assets,

result in the imposition of any tax liability to DSET relating to the DSET Assets, or

violate any court order or decree to which DSET is subject;

Business Assets. The DSET Assets comprise all of the property and assets of the DSET Business, and no other person, firm or corporation owns any assets used by DSET in operating the DSET Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in DSET Disclosure Statement Schedules “D” or “E”;

Title. DSET is the legal and beneficial owner of the DSET Assets, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as disclosed in DSET Disclosure Statement Schedules “D” or “E”;

No Option. No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of any of the DSET Assets;

DSET Material Contracts. The DSET Material Contracts listed in DSET Disclosure Statement Schedule “E” constitute all of the material contracts of DSET;

No Default. There has not been any default in any material obligation of DSET or any other party to be performed under any of the DSET Material Contracts, each of which is in good standing and in full force and effect and unamended (except as disclosed in DSET Disclosure Statement Schedule “F”), and DSET is not aware of any default in the obligations of any other party to any of the DSET Material Contracts;

No Compensation on Termination. There are no agreements, commitments or understandings relating to severance pay or separation allowances on termination of employment of any employee of DSET. DSET is not obliged to pay benefits or share profits with any employee after termination of employment except as required by law;

DSET Goodwill. DSET does not carry on the DSET Business under any other business or trade names. DSET does not have any knowledge of any infringement by DSET of any patent, trademarks, copyright or trade secret;

Maintenance of Business. Since the date of the DSET Financial Statements, DSET has not entered into any material agreement or commitment except in the ordinary course and as disclosed herein;

Subsidiaries. Except for the Acquirer, DSET does not own any subsidiaries and does not otherwise own, directly or indirectly, any shares or interest in any other corporation, partnership, joint venture or firm; and

Acquisition Shares. The Acquisition Shares when delivered to the holders of eXp Realty Shares pursuant to the Merger shall be validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of DSET, in all cases subject to the provisions and restrictions of all applicable securities laws.

DSET covenants and agrees with eXp Realty that it will:

Conduct of Business. Until the Closing, conduct the DSET Business diligently and in the ordinary course consistent with the manner in which the DSET Business generally has been operated up to the date of execution of this Agreement;

Access. Until the Closing, give eXp Realty and its representatives full access to all of the properties, books, contracts, commitments and records of DSET, and furnish to eXp Realty and its representatives all such information as they may reasonably request;

Procure Consents. Until the Closing, take all reasonable steps required to obtain, prior to Closing, any and all third party consents required to permit the Merger and to preserve and maintain the DSET Assets notwithstanding the change in control of eXp Realty arising from the Merger;

Maintain Listing. From and after the Closing Date, maintain the quotation of the DSET Common Shares on the OTC “Bulletin Board”, unless and until the DSET Common Shares are listed or quoted on another, more senior exchange or quotation system; and

1934 Act Reports. From and after the Closing Date, take all such steps as are necessary to register with and to discharge all reporting obligations imposed upon it by the Securities Exchange Act of 1934.

Incorporation. eXp Realty is a corporation duly incorporated and validly existing under the laws of the State of Washington, and is in good standing with the office of the Secretary of State for the State of Washington; the Subsidiaries are duly incorporated and validly existing under the laws of the state of their jurisdiction of incorporation and in good standing with the corporate authorities of that state.

Carrying on Business. eXp Realty has been carrying on the business of a cloud based full service real estate brokerage. Since the date of its inception, other than in connection with this Agreement, eXp Realty has conducted no business or operations other than as set forth above. eXp Realty is registered, licensed or otherwise qualified as to carry on business in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, except where the failure to be so registered, licensed or otherwise qualified does not, nor is reasonably expected to, have a Material Adverse Effect;

Corporate Capacity. eXp Realty has the corporate power, capacity and authority to enter into and complete this Agreement;

Authorized Capital. The authorized capital of eXp Realty consists of 50,000,000 shares of common stock, $.001 par value per share;

Ownership of eXp Realty Shares. The issued and outstanding share capital of eXp Realty will on Closing consist of 5,057,416 eXp Realty Shares, which shares on Closing shall be validly issued and outstanding as fully paid and non-assessable shares, and seventeen (17) eXp Realty Options agreements to acquire 1,023,200 eXp Realty Shares;

No Option, Warrant or Other Right. Other than the eXp Realty Options described on Schedule M, no person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the purchase, subscription or issuance of any of the unissued shares in the capital of eXp Realty;

Charter Documents. The charter documents of eXp Realty have not been altered since its incorporation date, except as filed in the record books of eXp Realty;

Corporate Minute Book. The corporate minute books of eXp Realty are complete and each of the minutes contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by eXp Realty which required director or shareholder approval are reflected on the corporate minute books of eXp Realty. eXp Realty is not in violation or breach of, or in default with respect to, any term of its Certificate of Incorporation (or other charter documents) or by- laws;

eXp Realty Financial Statements. The Audited eXp Realty Financial Statements, present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of eXp Realty as of the respective dates thereof, and the expenses of the eXp Realty Business during the period covered thereby, in all material respects, and will have been prepared in substantial accordance with generally accepted accounting principles consistently applied and the requirements of U.S. GAAP;

eXp Realty Accounts Payable and Liabilities. There are no material liabilities, contingent or otherwise, of eXp Realty which are not disclosed in eXp Disclosure Statement Schedule “G” or reflected in the eXp Realty Financial Statements except those incurred in the ordinary course of business since the date of the said schedule and financial statements, and eXp Realty has not guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation. Without limiting the generality of the foregoing, all accounts payable and liabilities of eXp Realty as of July 31, 2013 are described in eXp Disclosure Statement Schedule “G”;

eXp Realty Accounts Receivable. All the eXp Realty Accounts Receivable result from bona fide business transactions and services actually rendered without, to the knowledge and belief of eXp Realty, any claim by the obligor for set-off or counterclaim. Without limiting the generality of the foregoing, all accounts receivable of eXp Realty as of July 31, 2013, are described in eXp Disclosure Statement Schedule “H”;

eXp Realty Bank Accounts. All of the eXp Realty Bank Accounts, their location, numbers and the authorized signatories thereof, as well as their balances as at the date hereof, are as set forth in eXp Disclosure Statement Schedule “I”;

No Debt to Related Parties. Except as disclosed in eXp Disclosure Statement Schedule “J”, eXp Realty will on Closing not be indebted to any affiliate, director, officer or shareholder of eXp Realty except accounts payable on account of bona fide business transactions of eXp Realty incurred in normal course of eXp Realty Business, including employment agreements, none of which are more than 30 days in arrears;

No Related Party Debt to eXp Realty. No director, officer or affiliate of eXp Realty is now indebted to or under any financial obligation to eXp Realty on any account whatsoever, except for advances on account of travel and other expenses not exceeding $10,000 in total;

No Dividends. No dividends or other distributions on any shares in the capital of eXp Realty have been made, declared or authorized since the date of the eXp Realty Financial Statements;

No Payments. No payments of any kind have been made or authorized since the date of the eXp Realty Financial Statements to or on behalf of officers, directors, shareholders or employees of eXp Realty or under any management agreements with eXp Realty, except payments made in the ordinary course of business and at the regular rates of salary or other remuneration payable to them;

No Pension Plans. There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting eXp Realty;

No Adverse Events. Since the date of the Audited eXp Realty Financial Statements:

there has not been any material adverse change in the consolidated financial position or condition of eXp Realty, its liabilities or the eXp Realty Assets or any damage, loss or other change in circumstances materially affecting eXp Realty, the eXp Realty Business or the eXp Realty Assets or eXp Realty’s right to carry on the eXp Realty Business, other than changes in the ordinary course of business,

there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting eXp Realty the eXp Realty Business or the eXp Realty Assets,

there has not been any material increase in the compensation payable or to become payable by eXp Realty to any of eXp Realty's officers, employees or agents or any bonus, payment or arrangement made to or with any of them,

the eXp Realty Business has been and continues to be carried on in the ordinary course,

eXp Realty has not waived or surrendered any right of material value,

eXp Realty has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and

no capital expenditures in excess of $10,000 individually or $50,000 in total have been authorized or made;

Current Taxes. Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by eXp Realty. eXp Realty is not aware of any contingent tax liabilities;

Licenses. eXp Realty holds all licenses and permits as may be requisite for carrying on the eXp Realty Business in the manner in which it has heretofore been carried on, which licenses and permits have been maintained and continue to be in good standing except where the failure to obtain or maintain such licenses or permits would not have a Material Adverse Effect on the eXp Realty Business;

Applicable Laws. eXp Realty has not been charged with or received notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which applies to it the violation of which would have a Material Adverse Effect on the eXp Realty Business. eXp Realty is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees the contravention of which would result in a material adverse impact on the eXp Realty Business;

Pending or Threatened Litigation. There is no litigation or administrative or governmental proceeding pending or threatened against or relating to eXp Realty, the eXp Realty Business, or any of the eXp Realty Assets, nor does eXp Realty have any knowledge of any deliberate act or omission of eXp Realty that would form any basis for any such action or proceeding;

No Bankruptcy. eXp Realty has not made any voluntary assignment or proposal under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition has been filed or presented against eXp Realty and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of eXp Realty;

Labor Matters. eXp Realty is not party to any collective agreement relating to the eXp Realty Business with any labor union or other association of employees and no part of the eXp Realty Business has been certified as a unit appropriate for collective bargaining or, to the knowledge of the eXp Realty, has made any attempt in that regard.

Finder's Fees. eXp Realty is not party to any agreement which provides for the payment of finder's fees, brokerage fees, commissions or other fees or amounts which are or may become payable to any third party in connection with the execution and delivery of this Agreement and the transactions contemplated herein;

Authorization and Enforceability. The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been, or at or prior to the Effective Time will be, duly and validly authorized by all necessary corporate action on the part of eXp Realty;

No Violation or Breach. The execution and performance of this Agreement will not

violate the charter documents of eXp Realty or result in any breach of, or default under, any loan agreement, mortgage, deed of trust, or any other agreement to which eXp Realty is a party,

give any person any right to terminate or cancel any agreement including, without limitation, eXp Realty Material Contracts, or any right or rights enjoyed by eXp Realty,

result in any alteration of eXp Realty's obligations under any agreement to which eXp Realty is a party including, without limitation, the eXp Realty Material Contracts,

result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the eXp Realty Assets,

result in the imposition of any tax liability to eXp Realty relating to eXp Realty Assets or the eXp Realty Shares, or

violate any court order or decree to which eXp Realty is subject;

Subsidiaries. eXp Realty owns and will own as of Closing the following percentages of the Subsidiaries: 99% of eXp Realty, LLC, 83.33% of eXp Realty Washington, Inc., 100% of eXp Realty of Canada, Inc., and 49% of eXp Realty of Connecticut, Inc.

Business Assets. The eXp Realty Assets comprise all of the property and assets of the eXp Realty Business, and no other person, firm or corporation owns any assets used by eXp Realty in operating the eXp Realty Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in eXp Disclosure Statement Schedule “L” and other than ownership interests in the Subsidiaries that are not owned by eXp Realty;

Title. eXp Realty is the legal and beneficial owner of the eXp Realty Assets, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as disclosed in eXp Disclosure Statement Schedule “L”;

No Option. No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of any of the eXp Realty Assets;

eXp Realty Material Contracts. The eXp Realty Material Contracts listed in eXp Disclosure Statement Schedule “L” constitute all of the material contracts of eXp Realty;

No Default. There has not been any default in any material obligation of eXp Realty or any other party to be performed under any of eXp Realty Material Contracts, each of which is in good standing and in full force and effect and unamended (except as disclosed in eXp Disclosure Statement Schedule “L”), and eXp Realty is not aware of any default in the obligations of any other party to any of the eXp Realty Material Contracts;

No Compensation on Termination. There are no agreements, commitments or understandings relating to severance pay or separation allowances on termination of employment of any employee of eXp Realty. eXp Realty is not obliged to pay benefits or share profits with any employee after termination of employment except as required by law;

eXp Realty Goodwill. eXp Realty carries on the eXp Realty Business only under the name "eXp Realty International, Inc.” and variations thereof and under no other business or trade names. eXp Realty does not have any knowledge of any infringement by eXp Realty of any patent, trademark, copyright or trade secret;

Maintenance of Business. Since the date of the eXp Realty Financial Statements, the eXp Realty Business has been carried on in the ordinary course and eXp Realty has not entered into any material agreement or commitment except in the ordinary course; and

Subsidiaries. eXp Disclosure Statement Schedule N is a complete list of all any subsidiaries in which eXp Realty has an interest, and eXp Realty does not own and does not otherwise own, directly or indirectly, any shares or interest in any other corporation, partnership, joint venture or firm.

Where context permits, all representation of eXp Realty also include the same representation by eXp Realty with respect to each of the Subsidiaries

eXp Realty and covenants and agrees with DSET that it will:

Conduct of Business. Until the Closing, conduct the eXp Realty Business diligently and in the ordinary course consistent with the manner in which the eXp Realty Business generally has been operated up to the date of execution of this Agreement;

Preservation of Business. Until the Closing, use their best efforts to preserve the eXp Realty Business and the eXp Realty Assets and, without limitation, preserve for DSET eXp Realty’s relationships with its suppliers, customers and others having business relations with them;

Access. Until the Closing, give DSET and its representatives full access to all of the properties, books, contracts, commitments and records of eXp Realty relating to eXp Realty, the eXp Realty Business and the eXp Realty Assets, and furnish to DSET and its representatives all such information as they may reasonably request;

Procure Consents. Until the Closing, take all reasonable steps required to obtain, prior to Closing, any and all third party consents required to permit the Merger and to preserve and maintain the eXp Realty Assets, including the eXp Realty Material Contracts, notwithstanding the change in control of eXp Realty arising from the Merger;

Shareholder Approval. eXp Realty will use its best efforts to obtain majority eXp Shareholder approval of the transactions contemplated in this Agreement; and

No Material Adverse Change. The Audited eXp Realty Financial Statements shall not contain any material adverse change from the eXp Realty Financial Statements, other than changes in the ordinary course of business.

The representations and warranties made by eXp Realty in or pursuant to this Agreement as of the date hereof shall be true and correct in all material respects at and as of the Closing Date (as qualified by the disclosures in the disclosure schedules hereto), with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

No legal requirement shall prohibit the consummation of the transaction, and no proceeding (other than the exercise of any dissenters rights by eXp Realty Shareholders holding no more than five percent (5%) of the outstanding eXp Realty Shares) shall have been commenced or threatened by any governmental body or person (other than DSET and its affiliates) on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transactions contemplated herein and no judgment, decree, restraining order or injunction shall have been entered which would prohibit the contemplated transactions;

all documents or copies of documents required to be executed and delivered to DSET hereunder will have been so executed and delivered;

all of the terms, covenants and conditions of this Agreement to be complied with or performed by eXp Realty at or prior to the Closing will have been complied with or performed;

title to the eXp Realty Shares held by the eXp Realty Shareholders and to the eXp Realty Assets will be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as disclosed herein;

the Merger Documents shall be executed by eXp Realty in form acceptable for filing with the Washington Secretary of State;

subject to Article 8 hereof, there will not have occurred

any material adverse change in the financial position or condition of eXp Realty, its liabilities or the eXp Realty Assets or any damage, loss or other change in circumstances materially and adversely affecting eXp Realty, the eXp Realty Business or the eXp Realty Assets or eXp Realty's right to carry on the eXp Realty Business, other than changes in the ordinary course of business, none of which has been materially adverse, or

any damage, destruction, loss or other event, including changes to any laws or statutes applicable to eXp Realty or the eXp Realty Business (whether or not covered by insurance) materially and adversely affecting eXp Realty, the eXp Realty Business or the eXp Realty Assets;

eXp Realty will have caused the Audited eXp Realty Financial Statements to be prepared and delivered to DSET, which shall conform in all material respects to the eXp Realty Financial Statements;

eXp Realty will have obtained a minimum of 66 2/3% approval of the eXp Shareholders to the Merger ;

the Return to Treasury Instructions to cancel 39,810,000 Pre-Stock Split Shares shall have been duly executed by Glenn Sanford;

eXp Realty will have delivered to DSET in writing, at and as of the Closing, a certificate in form satisfactory to DSET, certifying that the conditions in Sections (a), (c), (d), and

above have been satisfied;

an exemption from the registration requirements of the Securities Act of 1933 will be available regarding the issuance of the Acquisition Shares for each eXp Shareholder; and

the transactions contemplated hereby shall have been approved by all other regulatory authorities having jurisdiction over the subject matter hereof, if any.

The representations and warranties made by DSET in or pursuant to this Agreement as of the date hereof shall be true and correct in all material respects at and as of the Closing Date (as qualified by the disclosures in the disclosure schedules hereto), with the same effect as though such representations and warranties had been made or given at and as of the Closing Date.

No legal requirement shall prohibit the consummation of the transaction, and no proceeding (other than the exercise of any dissenters rights by eXp Realty Shareholders holding no more than [five percent (5%)] of the outstanding eXp Realty Shares) shall have been commenced or threatened by any governmental body or person (other than eXp and its affiliates or shareholders) on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transactions contemplated herein and no judgment, decree, restraining order or injunction shall have been entered which would prohibit the contemplated transactions;

all documents or copies of documents required to be executed and delivered to eXp Realty hereunder will have been so executed and delivered;

all of the terms, covenants and conditions of this Agreement to be complied with or performed by DSET at or prior to the Closing will have been complied with or performed;

DSET will have delivered the certificates representing the Acquisition Shares to be issued pursuant to the terms of the Merger to eXp Realty at the Closing and the Acquisition Shares will be registered on the books of DSET in the names of the eXp Realty Shareholders at the Effective Time;

title to the Acquisition Shares will be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever;

the Return to treasury Instructions to cancel 39,810,000 Pre-Stock Split Shares shall have been duly executed by Glenn Sanford;

this Agreement and the Merger shall have been approved by a vote of a minimum of 66 2/3% of the stockholders of eXp Realty;

the Merger Documents shall be executed by the Acquirer in form acceptable for filing with the Washington Secretary of State;

subject to Article 8 hereof, there will not have occurred

any material adverse change in the financial position or condition of DSET, its liabilities or the DSET Assets or any damage, loss or other change in circumstances materially and adversely affecting DSET, the DSET Business or the DSET Assets or DSET’s right to carry on the DSET Business, other than changes in the ordinary course of business, none of which has been materially adverse, or

any damage, destruction, loss or other event, including changes to any laws or statutes applicable to DSET or the DSET Business (whether or not covered by insurance) materially and adversely affecting DSET, the DSET Business or the DSET Assets;

the transactions contemplated hereby shall have been approved by all other regulatory authorities having jurisdiction over the subject matter hereof, if any;

DSET will have delivered to eXp Realty in writing, at and as of the Closing, a certificate in form satisfactory to eXp Realty, certifying that the conditions in Sections (a), (c), (d), and (h) above have been satisfied

DSET will have received executed Subscriptions for the Placement, in a minimum aggregate amount as agreed by the parties; and

The Board of Directors of DSET will have authorized (i) an increase of the authorized common stock of DSET from 220,000,000 shares of common stock, par value $0.00001 to 7,700,000,000 shares of common stock, par value $0.00001 and a corresponding split of the DSET Common Shares on the basis of thirty-five (35) new shares for each one (1) old share (the “Stock Split”), and (ii) the change of its name to “eXp Realty International Corporation”, or such similar name as may be acceptable to eXp Realty (the ”Name Change”), which Stock Split and Name Change shall be effected as soon as practicable and in any event prior to or concurrent with the Closing Date.

terminate this Agreement, in which case no party will be under any further obligation to any other party; or

elect to complete the Merger and the other transactions contemplated hereby, in which case the proceeds and the rights to receive the proceeds of all insurance covering such loss or damage will, as a condition precedent to DSET's obligations to carry out the transactions contemplated hereby, be vested in eXp Realty or otherwise adequately secured to the satisfaction of DSET on or before the Closing Date.

terminate this Agreement, in which case no party will be under any further obligation to any other party; or

elect to complete the Merger and the other transactions contemplated hereby, in which case the proceeds and the rights to receive the proceeds of all insurance covering such loss or damage will, as a condition precedent to eXp Realty's obligations to carry out the transactions contemplated hereby, be vested in DSET or otherwise adequately secured to the satisfaction of eXp Realty on or before the Closing Date.

On or before the Closing, eXp Realty will deliver or cause to be delivered to DSET:

the original or certified copies of the charter documents of eXp Realty and all corporate records documents and instruments of eXp Realty and all books and accounts of eXp Realty;

all reasonable consents or approvals required to be obtained by eXp Realty for the purposes of completing the Merger and preserving and maintaining the interests of eXp Realty under any and all eXp Realty Material Contracts and in relation to eXp Realty Assets;

certified copies of such resolutions of the shareholders and directors of eXp Realty as are required to be passed to authorize the execution, delivery and implementation of this Agreement;

an acknowledgement from eXp Realty of the satisfaction of the conditions precedent set forth in section 7.3 hereof;

the Merger Documents, duly executed by eXp Realty;

a certificate signed by an officer of eXp Realty and each of its Subsidiaries confirming the existence, organization and good standing of eXp Realty and its Subsidiaries on the Closing Date and attaching their respective articles of incorporation and by-laws and other or equivalent organizational documents;

an officer’s certificate of eXp Realty attaching copies of the resolutions of the board of directors and the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the other documents, instruments and agreements referred to in this Agreement, and the consummation of the transactions contemplated in the Agreement;

eXp Realty and its subsidiaries’ corporate records, stock ledgers and minute books (or limited liability company equivalents) to the extent not located at the Company’s headquarters; and

such other documents as DSET may reasonably require to give effect to the terms and intention of this Agreement.

On or before the Closing, DSET shall deliver or cause to be delivered to eXp Realty:

certificates representing the Acquisition Shares duly registered in the names of the eXp Realty Shareholders;

DSET Option agreements to replace the eXp Realty Option agreements;

Subscriptions for the minimum amount of the Placement, together with proof of receipt of the purchase price therefore;

certified copies of such resolutions of the directors of DSET and Acquirer as are required to be passed to authorize the execution, delivery and implementation of this Agreement, the Stock Split and the Placement;

a certified copy of a resolution of the Board of Directors of DSET dated as of the Closing Date appointing the nominees of eXp Realty as officers of DSET;

a certified copy of a resolution of the Board of Directors of DSET appointing nominees of eXp Realty to the board of directors of DSET;

an acknowledgement from DSET of the satisfaction of the conditions precedent set forth in section 7.1 hereof;

the Merger Documents, duly executed by the Acquirer;

a certificate signed by an officer of DSET and Acquirer confirming the existence, organization and good standing of each entity on the Closing Date and attaching their respective articles of incorporation and by-laws and other or equivalent organizational documents;

an officer’s certificate of DSET and Acquirer attaching copies of the resolutions of the board of directors and the shareholders of each entity authorizing the execution, delivery and performance of this Agreement and the other documents, instruments and agreements referred to in this Agreement, and the consummation of the transactions contemplated in the Agreement

the Return to Treasury Instructions, duly executed by Glenn Sanford, together with a certificate or certificates representing the DSET Shares to be returned to treasury, endorsed for transfer and medallion guaranteed, or evidence the Return to Treasury Instructions have already been carried out;

such other documents as eXp Realty may reasonably require to give effect to the terms and intention of this Agreement.

file the Certificate of Merger with Secretary of State of the State of Washington;

issue a news release reporting the Closing; and

file a Form 8-K with the Securities and Exchange Commission disclosing the terms of this Agreement and such other information as is required, all within four business days of the Closing.