Asset Purchase Agreement

1).

PROPERTY. Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller the Property as described in Schedule A.

2).

PURCHASE PRICE. Subject to the terms and conditions of this Agreement, Seller agree to sell, convey and/or assign, as permitted, to Purchaser and Purchaser agrees to purchase from Seller the Property, assets, model and proprietary information for 75,000,000 Shares of Common Stock of Safari Associates, Inc.. The Purchase Price will be allocated between the Assets by agreement of the Parties no later than three (3) days prior to Closing and, in the absence of an agreement, in accordance with the Seller’ reasonable allocation at Closing.

LIABILITIES. In consideration of the Purchase Price, the Purchaser agrees to assume all contracts and liabilities relating to the operation of Seller incurred in the ordinary course of the Seller business and operation of the Property existing and that are in effect as of the Closing Date, but excluding (a) Seller’ state and federal income tax obligations as of the date of Closing; and (b) Seller’ liabilities existing and in effect as of the Closing Date. Except as expressly identified in Schedule B, after Closing, Purchaser shall hold Seller harmless from any and all liabilities and contracts of Seller existing and in effect as of the date of Closing.

a)

Closing Date. Closing on the Property shall occur on September 12, 2006.

b)

Time and Location of Closing. Unless otherwise agreed by Purchaser and Seller, the Closing shall take place at 10:00 a.m. on the Closing Date at the offices of the General Counsel for Safari Associates, Inc.

c)

Possession. Possession of the Property and Assets which are the subject of Closing shall be delivered to Purchaser on the Closing Date.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants that the following are true and correct as of the date of this Agreement and shall be reaffirmed by Seller at Closing:

a)

Seller has the power to own their properties and assets, and to carry on their business as now being conducted by it. Seller has the power to assign and transfer to Purchaser the Property and Assets to be transferred to Purchaser as specified in this Agreement.

b)

The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the documents controlling the operation of Seller, nor violate any provision of the Operating Agreements, Articles of Incorporation, By-Laws, mortgage, lien, agreement, instrument, order, judgment or decree to which Seller are a party, or whereby it is bound, and will not violate any other restriction of any other kind or character to which Seller are subject. Seller has taken or will take action required by law, their Operating Agreements, Articles of Incorporation and By-Laws, or otherwise, to authorize execution and delivery of this Agreement and the consummation of the transactions described herein.

c)

Seller has or will have by the Closing Date, good and marketable title and own the Property and Assets to be sold hereunder.

d) 

Seller have filed or caused to be filed, all returns for federal, state and local taxes which are due. To the best of Seller’ knowledge, there are no assessments or additional taxes threatened against Seller, the Property or Assets. Seller are not delinquent in the payment of any tax assessment or governmental charge, do not have any tax deficiencies imposed or assessed against them and have not executed any waiver of the statute of limitations on the assessment or collection of any tax, which actions in any manner would affect title to any of the Property and Assets to be transferred.

e)

From the date of this Agreement until the final Closing Date provided for herein, Seller shall not: (a) commit or permit to be committed any waste on the Property, and (b) enter into any agreement or instrument or take any action that would encumber the Property after Closing, that would bind Purchaser or the Property after Closing, or that would be outside the normal scope of maintaining and operating the Property.

f)

There are no obligations of the Seller pertaining to the operation of the Property that would be a direct obligation of the Purchaser, other than as disclosed in this Agreement.

g)

Seller makes no representations or warranties by delivering and making available to Purchaser any documents or reports relating to the Property or the Assets. Neither Seller nor any of their employees, agents, or representatives shall be responsible or liable for any damage or loss resulting from Purchaser's reliance upon any documents or reports, studies or other information made available to Purchaser by Seller relating to the Property and Assets.

REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants that the following are true and correct as of the date of this Agreement and shall be reaffirmed by Purchaser at Closing:

a)

The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the documents controlling the operation of Purchaser, nor violate any provision of the Operating Agreements, mortgage, lien, agreement, instrument, order, judgment or decree to which Purchaser is a party, or whereby it is bound, and will not violate any other restriction of any other kind or character to which Purchaser is subject. Purchaser has taken or will take action required by law, its Operating Agreements or otherwise to authorize execution and delivery of this Agreement and the consummation of the transactions described herein.

b)

Purchaser expressly acknowledges to Seller that Purchaser has determined in its sole discretion the scope and extent of its due diligence and inspection of the Property and Assets and the Purchaser is purchasing the Property and Assets solely based on its due diligence and not any statement or representation of the Seller except as expressly set forth in this Agreement.

SURVIVAL. All covenants and agreements of either Party which expressly survive the Closing under this Agreement, and all representations, warranties, and indemnities by either Party to the other under this Agreement shall survive the Closing under this Agreement and shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

a)

Time of the Essence. Time is of the essence under this Agreement.

b)

Governing Law. This Agreement shall be construed under and governed by the laws of the State of Nevada.

c)

Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained within the Agreement.

d)

Entire Agreement. This Agreement, together with all conveyance documents, contain the entire agreement between Purchaser and Seller and supersede all prior representations, warranties, understandings, and agreements. This Agreement may not be modified except by an instrument in writing signed by the parties.

e)

Exhibits. All schedules, exhibits, and addenda attached to this Agreement and referred to herein shall for all purposes be deemed to be incorporated in this Agreement by this reference.

f)

Further Acts. Each of the parties covenants and agrees with the other, upon reasonable request from the other, from time to time, to execute and deliver such additional documents and instruments and to take such other actions as may be reasonably necessary to give effect to the provisions of this Agreement.

g)

Attorneys’ Fees. Anything to the contrary herein notwithstanding, in the event of any litigation or agreed upon arbitration or mediation proceedings between the parties concerning the subject matter of this Agreement, the prevailing party in the litigation or other proceedings shall be entitled to receive from the defaulting party, in addition to the amount of any judgment or other award entered, all reasonable costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the litigation or other proceedings.

h)

Compliance. The performance by the parties of their respective obligations provided for in this Agreement shall be in strict compliance with all applicable laws and the rules and regulations of all governmental agencies, municipal, county, state and federal, having jurisdiction in the premises.

i)

Authority. Each of the parties represents to the other that each such party has full power and authority to execute, deliver, and perform this Agreement, that the individuals executing this Agreement on behalf of said party are fully empowered and authorized to do so, that this Agreement constitutes a valid and legally binding obligation of such party enforceable against such party in accordance with its terms, that such execution, delivery, and performance will not contravene any legal or contractual restriction binding upon such party or any of its assets and that there is no legal action, proceeding, or investigation of any kind now pending or to the knowledge of such parties threatened against or affecting such party or the execution, delivery, or performance of this Agreement. If either party so requests, the other party shall deliver to the requesting party a certified copy of the resolution or other evidence of the other party’s authority under its organizational documents to enter into and consummate this Agreement and the transactions contemplated hereby.

j)

Notices. Any and all notices or demands provided for herein shall be in writing and shall be deemed effectively given or made: (i) on the date served upon the party to be notified personally; (ii) three days after being deposited in the United States mail registered or certified mail, return receipt requested, postage prepaid; (iii) one business day after deposit or delivery to a reputable overnight courier, prepaid, receipt acknowledged, to the address of such party set forth below; or (iv) on the date of a facsimile, if (a) the transmittal form showing a successful transmittal is retained by the sender, and (b) the facsimile communication is followed by mailing a copy thereof to the addressee of the facsimile in accordance with this paragraph, or to such other address as such party may last have designated by notice hereunder.

i)

If intended for the Seller:

k)

Place of Business. This Agreement arises out of the transaction of business in the San Diego, California.

l)

Execution in Counterparts and By Facsimile Signature. This Agreement may be executed in counterparts, each of which, when so executed and delivered, shall constitute an original; but all such counterparts shall together constitute but one and the same Agreement. A signed facsimile signature page shall be considered as an original signature page for the execution of this Agreement.

m)

Paragraph Headings, Interpretation. The paragraph headings are inserted only for convenient reference and do not define, limit, or prescribe the scope of this Agreement. Purchaser and Seller acknowledge that each is sophisticated in real estate matters and that each has had an opportunity to review, comment upon and negotiate the provisions of this Agreement, and thus the provisions of this Agreement shall not be construed more favorably or strictly for or against either party. Purchaser and Seller each acknowledge having been advised, and having had the opportunity, to consult legal counsel in connection with this Agreement and the transactions contemplated by this Agreement.

n)

Number and Gender. When necessary for proper construction hereof, the singular of any word used herein shall include the plural, the plural shall include the singular and the use of any gender shall be applicable to all genders.

o)

Waiver. Any one or more waivers of any covenant or condition by a party shall not be construed as a waiver of a subsequent breach of the same covenant or condition nor a consent to or approval of any act requiring consent to or approval of any subsequent similar act.

p)

Binding Effect. Subject to the restrictions on assignment contained within this Agreement, the Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

q)

No Beneficiaries. No third parties are intended to benefit by the covenants, agreements, representations, warranties or any other terms or conditions of this Agreement.

r)

Relationship of Parties. Purchaser and Seller acknowledge and agree that the relationship established between the parties pursuant to this Agreement is only that of a seller and a purchaser of real estate. Neither Purchaser nor Seller are, nor shall either hold itself out to be, the agent, employee, joint venturer, or partner of the other party.

s)

Exchange Transactions. Seller may dispose of or Purchaser may acquire the Property through means of a like-kind exchange of real property, whether a simultaneous or deferred “Starker”-type exchange (an “Exchange”), pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations (the “Regulations”) promulgated under it. If either party gives notice to the other party that the notifying party intends to effect an Exchange in conjunction with the conveyance of the Property, the other party shall cooperate with the notifying party for purposes of effecting and structuring such Exchange; provided that, if the notifying party elects to effect a deferred exchange: (a) a qualified intermediary shall be utilized to effect the Exchange, and (b) the transfer requirements of the Code and the Regulations shall be satisfied by the so-called “assignment of rights” method provided for in the Regulations, whereby the notifying party will assign some or all of its rights under this Agreement to the qualified intermediary and retain its obligations under this Agreement. The other party agrees to execute such documents or instruments as are reasonably necessary to implement the Exchange, provided that the other party shall not be required to undertake any obligation or liability to any third party as part of the Exchange and Purchaser shall not be required to take title to property other than the Property. The notifying party shall be solely responsible for assuring that the structure, implementation and completion of the Exchange are effective for the notifying party’s federal, state, local or other tax purposes.

t)

Dates. If any date set forth in this Agreement for the delivery of any document or the occurrence of any event (for example, the expiration of the Feasibility Review Period or the Closing Date) falls on a weekend or holiday, then that date shall be automatically extended to the next succeeding business day. For the purposes of this Agreement, the phrase “business day” shall mean a weekday that is neither a holiday nor a weekend day.

By:

_/s/ Michael Forster

Michael Forster