Share Exchange Agreement

ACQUISITION AGREEMENT

BY AND AMONG

GLOBAL ADVANCE CORP.

AND

POSTINK TECHNOLOGY, LP.

AND

RSIV, LLC


ACQUISITION AGREEMENT


Agreement dated as of the 5th day of February, 2008 by and among Global Advance Corp., a Delaware corporation, with an address at 24955 Pacific Coast Highway, Malibu, CA 90265 ("GADV"), and PostInk Technology, LP., a Texas limited partnership, with an address at 2045 FM 2673, Suite 1 Canyon Lake, Comal County, Texas 78133, and RSIV, LLC (general partner of PostInk Technology, LP), (hereinafter referred to collectively as "POST").

WITNESSETH


WHEREAS , GADV desires to acquire 100% of POST;

WHEREAS , the POST partners desire to exchange all of their interest in POST for shares of GADV;

WHEREAS , the parties would not enter into this Agreement unless they agreed to make the representations and warranties set forth in Articles "6" and "7" of this Agreement;

WHEREAS , the parties agree to make the representations and warranties set forth in Article "6" and "7" of this Agreement;

WHEREAS , the POST partners and the Board of Directors of GADV deem it advisable and in the best interests of each company and their respective shareholders/partners that GADV acquire 100% interest of POST from the POST partners in order to advance the long?term business interests of POST and GADV;

WHEREAS , the Boards of Directors/Managing Partners of each of POST and GADV have adopted, approved and authorized the execution and delivery of this Agreement to implement the acquisition of 100% interest of POST by GADV from the POST partners in compliance with the provisions of the Texas General Corporation Law and the Delaware Revised Statutes with the result that GADV shall issue shares of GADV to the POST partners in exchange for one hundred (100%) percent of the interest of POST, and POST shall thereby become a wholly-owned subsidiary of GADV;

WHEREAS , POST and GADV intend that the acquisition of all of 100% interest of POST by GADV from the POST partners will qualify as a tax-free reorganization pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended;

WHEREAS , the Boards of Directors/Managing Partners of POST and GADV intend to, and shall, have this Agreement and the transactions with respect to this Agreement approved by the partners of POST and the shareholders of GADV in accordance with the applicable provisions of the Texas General Corporation Law and Delaware Corporation Law; the parties shall approve of this Agreement in its entirety, including, but not limited to, Articles "6" and "7" of this Agreement; and

WHEREAS , on the Closing Date, the following shall be done simultaneously, which will hereinafter be referred to as the "Exchange": (1) GADV shall issue twenty-five million five (25,000,005) shares of GADV Common Stock and 100,000 Series A Preferred Shares ("Exchange Shares") to POST in exchange for 100% of POST; (2) GADV shall declare a 15 for 1 forward-split of the common stock; and (3) GADV shall cancel 29,388,750 common shares of the original control block. After the Exchange GADV shall have approximately forty million nine hundred eighty six thousand two hundred fifty-five (40,986,255) common shares issued and outstanding, fully paid and non-assessable,


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GADV shall own one hundred (100%) percent of POST, and POST shall thereby become a wholly-owned subsidiary of GADV; and

WHEREAS , GADV and POST hereby agree to assume the responsibility of repaying a current loan outstanding with GADV for $750,000.00, evidenced by the loan agreement referenced herein as "Exhibit A" (the "Loan Agreement"). Pursuant to the Loan Agreement, if the Exchange takes place between GADV and POST, the loan will become repayable by the issuance of the Warrant to Purchase Common Stock attached hereto as Exhibit "B", which is convertible into fifteen million (15,000,000) shares of common stock of GADV on a post split basis at a conversion rate of $0.05 per share; and

WHEREAS , Pursuant to individual "Lockup Agreements" with the original shareholders of GADV referenced herein as "Exhibit "C", approximately 5,650,000 common shares will not be publicly sold for a period of 90 (Ninety) days from the date of this Agreement; and

WHEREAS , GADV and POST hereby agree to issue cashless warrants exercisable at $0.01 per share to POST Shareholders for 75,000,000 shares of common stock of GADV on a post split basis. Copies of such warrants in the form of the Warrant to Purchase Common Stock are attached hereto as Exhibit "D".

NOW, THEREFORE , in consideration of the mutual covenants of the parties hereinafter set forth, and for good and valuable consideration, receipt of which is hereby acknowledged,

IT IS AGREED:

1. Recitals . The parties hereby adopt as part of this Agreement each of the recitals which is set forth above in the WHEREAS clauses, and agree that such recitals shall be binding upon the parties hereto by way of contract and not merely by way of recital or inducement and such WHEREAS clauses are hereby confirmed and ratified as being accurate by each party as to itself and himself.

2. Authorized Shares . GADV agrees to adjust its number of authorized shares prior to the Closing Date, so that there shall be five hundred million (500,000,000) authorized shares of GADV Common Stock of which three million twenty five thousand (3,025,000) are issued and outstanding prior to the Closing. Pursuant to the Share Exchange Agreement, GADV has authorized one million (1,000,000) of Series A Preferred Stock with a par value of $0.0001 per share. The Series A Preferred Stock has a 750-1 conversion and voting ratio so that each Series A Preferred share has a voting and conversion ratio into 750 common shares.

3. Closing Transactions .

A. On the Closing Date, subject to, and consistent with, the provisions of this Agreement, the following shall be done simultaneously: (1) GADV shall issue twenty-five million five (25,000,005) shares of GADV Common Stock and 100,000 Series A Preferred Shares ("Exchange Shares") to POST in exchange for 100% of POST; (2) GADV shall declare a 15 for 1 forward-split of the common stock; and (3) GADV shall cancel 29,388,750 common shares of the original control block. After the Exchange GADV shall have approximately forty million nine hundred eighty six thousand two hundred fifty-five (40,986,255) common shares issued and outstanding, fully paid and non-assessable, GADV shall own one hundred (100%) percent of POST, and POST shall thereby become a wholly-owned subsidiary of GADV (referenced herein as "Exhibit E").

B. Subject to, and consistent with, the provisions of this Agreement, and in accordance with the relevant provisions of the Delaware Corporation Law, POST shall become a wholly-owned


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subsidiary of GADV through the Exchange set forth in Paragraph "A" of this Article "3" of this Agreement.

4. Directors and Officers .

A. The expected corporate structure of the combined entities is that of a publicly traded company. The Management of the company is to be that of Russell Chaney as CEO/Chairman and Shane Rapp as President/Secretary/Treasurer. Russell Chaney and Shane Rapp shall be members of the board of directors of GADV. This Board of Directors and the Officers shall have full control of the Company.

5. Closing Date . The closing of this transaction (the "Closing") shall take place at the offices of Applbaum & Zouvas, LLP, 925 Hotel Circle South, San Diego, CA. 92108 at 10:00 AM Pacific Standard Time ("PST") on April 25, 2008 (the "Closing Date").

6. POST's Representations, Warranties and Covenants . POST represents, warrants and covenants to GADV as follows:

A. Corporate Status .

i. POST is a limited partnership duly organized pursuant to the laws of the State of Texas, with all requisite power and authority to carry on its business as presently conducted in all jurisdictions where presently conducted, to enter into this Agreement and to consummate the transactions set forth in this Agreement; and

ii. Copies of (a) the Certificate of Partnership of POST, and all amendments thereto, certified by the Secretary of State of Texas, (b) the Partnership Agreement of POST, as amended, certified by the Secretary of POST, and (c) a good standing certificate for POST issued by the Secretary of State of Texas as of a date not more than thirty (30) days prior to the date of this Agreement, are annexed to, and made a part of, this Agreement as Exhibits "F" (Article "6Aii"), "G" (Article "6Aii"), and "H" (Article "6Aii"), respectively, and are complete and correct as of the date of this Agreement.

B. Authority of POST . POST has the full partnership power and authority to execute, deliver and perform this Agreement and has taken all corporate action required by law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement, and no other corporate action on its part is necessary to authorize and approve this Agreement or to consummate the transactions contemplated hereby. This Agreement and the consummation by POST of the transactions set forth in this Agreement have been duly and validly authorized, executed and delivered by POST, and (assuming the valid authorization, execution and delivery of this Agreement by GADV) this Agreement is valid and binding upon POST and enforceable against POST in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, bank moratorium or similar laws affecting creditors' rights generally and laws restricting the availability of equitable remedies, and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity). A certified resolution by the partners of POST and a consent of a majority of the POST partners POST's entry into this Agreement and consummation of the transactions set forth in this Agreement are annexed to, and made a part of, this Agreement as Exhibits "I" (Article "6B") and "J" (Article "6B").

C. Ownership . Annexed hereto and made a part hereof as Exhibit "K" (Article "6C"), is a schedule of all POST partners and their respective ownership of POST.


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D. Compliance with the Law and Other Instruments . Except as otherwise provided in this Agreement and in the Exhibits annexed to, and made a part of, this Agreement, the business and operations of POST have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all authorities which affect POST or its properties, assets, businesses or prospects.

E. Absence of Conflicts . The execution and delivery of this Agreement, and the consummation by POST of the transactions set forth in this Agreement: (i) do not and shall not conflict with or result in a breach of any provision of POST's partnership agreement, (ii) do not and shall not result in any breach of, or constitute a default or cause an acceleration under any arrangement, agreement or other instrument to which POST is a party to or by which any of its assets are bound, (iii) do not and shall not cause POST to violate or contravene any provision of law or any governmental rule or regulation, and (iv) will not and shall not result in the imposition of any lien, or encumbrance upon, any property of POST. POST has performed in all material respects all of its obligations which are, as of the date of this Agreement, required to be performed, pursuant to the terms of any such agreement, contract or commitment.

F. Environmental Compliance . POST is in compliance with all applicable environmental laws.

G. OSHA Compliance . POST is in compliance with all applicable federal, state and local laws, rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder and other governmental requirements relating to occupational health and safety including, but not limited to, the Occupational Safety and Health Act of 1970, as amended, and the rules and regulations promulgated thereunder.

H. Taxes . POST has timely filed all required federal tax returns for income, franchise, social security, withholding, sales, excise, unemployment insurance, real estate and other taxes, and has paid or made adequate provisions for the payment of all such taxes shown to be due on said returns.

I. Litigation . There are no legal, administrative, arbitration or other proceedings or governmental investigations adversely affecting POST or its properties, assets or businesses, or with respect to any matter arising out of the conduct of POST's business pending or to its knowledge threatened, by or against, any officer or director of POST in connection with its affairs, whether or not covered by insurance. Neither POST nor its officers or directors are subject to any order, writ, injunction or decree of any court, department, agency or instrumentality affecting POST. POST is not presently engaged in any legal action.

J. Contracts . Except as set forth on the POST Disclosure Schedule, POST is not a party to any material contracts.

K. No Approvals . No approval of any governmental authority is required of POST in connection with the consummation of the transactions set forth in this Agreement.

L. Complete Disclosure . No representation or warranty of POST which is contained in this Agreement, or in a writing furnished or to be furnished pursuant to this Agreement, to POST's knowledge contains or shall contain any untrue statement of a material fact, or omits or shall omit to state any fact which is required to make the statements which are contained herein or therein, in light of the circumstances under which they were made, not materially misleading. There is no fact relating to


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the business, affairs, operations, conditions (financial or otherwise) or prospects of POST which would materially adversely affect same which has not been disclosed to GADV in this Agreement.

M. No Defense . It shall not be a defense to a suit for damages for any misrepresentation or breach of covenant or warranty that GADV knew or had reason to know that any covenant, representation or warranty of POST in this Agreement or furnished or to be furnished to GADV contained untrue statements.

7. GADV's Representations, Warranties and Covenants . GADV represents, warrants and covenants to POST as follows:

A. Corporate Status .

i. GADV is a corporation duly organized, validly existing and in good standing pursuant to the laws of the State of Delaware, with all requisite power and authority to carry on its business as presently conducted in all jurisdictions where presently conducted, to enter into this Agreement and to consummate the transactions set forth in this Agreement; and

ii. copies of (a) the Certificate of Incorporation of GADV, and all amendments thereto, certified by the Secretary of State of the State of Delaware, (b) the By-Laws of GADV, as amended, certified by the Secretary of GADV, and (c) a good standing certificate for GADV issued by the Secretary of State of the State of Delaware as of a date not more than thirty (30) days prior to the date of this Agreement, are annexed to, and made a part of, this Agreement as Exhibits "L" (Article "7Aii"), "M" (Article "7Aii") and "N" (Article "7Aii") respectively, and are complete and correct as of the date of this Agreement.

B. Authority of GADV . GADV has the full corporate power and authority to execute, deliver and perform this Agreement and has taken all corporate action required by law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions set forth in this Agreement, and no other corporate action on its part is necessary to authorize and approve this Agreement or to consummate the transactions contemplated hereby. This Agreement and the consummation by GADV of the transactions set forth in this Agreement have been duly and validly authorized, executed, and delivered by the Board of Directors of GADV, and (assuming the valid authorization by the partners of POST, and the execution and delivery of this Agreement by POST) this Agreement is valid and binding upon GADV and enforceable against GADV in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, bank moratorium or similar laws affecting creditors' rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity). A certified resolution of the Board of Directors of GADV and a consent of the shareholders holding a majority of the votes of GADV approving GADV's entry into this Agreement and consummation of the transactions set forth in this Agreement are annexed to, and made a part of, this Agreement as Exhibits "O" (Article "7C") and "P" (Article "7B").

C. Ownership . The individuals and/or entities set forth on Exhibit "Q" (Article "7C") which is annexed to, and made a part of, this Agreement, are the shareholders of record of GADV.

D. Compliance with the Law and Other Instruments . The business and operations of GADV have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all authorities which affect GADV or its properties, assets, businesses or prospects.


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E. Absence of Conflicts . The execution and delivery of this Agreement and the issuance of the securities of GADV, and the consummation by GADV of the transactions set forth in this Agreement: (i) do not and shall not conflict with or result in a breach of any provision of GADV's Certificate of Incorporation or By-Laws, (ii) do not and shall not result in any breach of, or constitute a default or cause an acceleration under any arrangement, agreement or other instrument to which GADV is a party to or by which any of its assets are bound, (iii) do not and shall not cause GADV to violate or contravene any provision of law or any governmental rule or regulation, and (iv) will not and shall not result in the imposition of any lien, or encumbrance upon, any property of GADV. GADV has performed in all material respects all of its obligations which are, as of the date of this Agreement, required to be performed, pursuant to the terms of any such agreement, contract or commitment.

F. Environmental Compliance . GADV is in compliance with all applicable environmental laws.

G. OSHA Compliance . GADV is in compliance with all applicable federal, state and local laws, rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder and other governmental requirements relating to occupational health and safety including, but not limited to, the Occupational Safety and Health Act of 1970, as amended, and the rules and regulations promulgated thereunder.

H. Securities laws compliance . GADV is in compliance with all applicable securities laws through the present date and in connection with the transactions contained in this Agreement.

I. Taxes . GADV has timely filed all required federal, state, city and local tax returns for income, franchise, social security, withholding, sales, excise, unemployment insurance, real estate and other taxes, and has paid or made adequate provisions for the payment of all such taxes shown to be due on said returns. The acquisition of all of 100% interest of POST by GADV from the POST partners will qualify as a tax-free reorganization pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended.

J. Litigation . There are no legal, administrative, arbitration, or other proceedings or governmental investigations adversely affecting GADV or its properties, assets or businesses, or with respect to any matter arising out of the conduct of GADV's business pending, or to its knowledge threatened, by or against, any officer or director of GADV in connection with its affairs, whether or not covered by insurance. Neither GADV nor its officers or directors are subject to any order, writ, injunction, or decree of any court, department, agency, or instrumentality, affecting GADV. GADV is not presently engaged in any legal action.

K . Contracts . Except as set forth on the GADV Disclosure Schedule, GADV is not a party to any material contracts.

L. No Approvals . No approval of any governmental authority is required of GADV in connection with the consummation of the transactions set forth in this Agreement.

M. Complete Disclosure . No representation or warranty of GADV which is contained in this Agreement, or in a writing furnished or to be furnished pursuant to this Agreement, to GADV's knowledge contains or shall contain any untrue statement of a material fact, or omits or shall omit to state any fact which is required to make the statements which are contained herein or therein, in light of


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the circumstances under which they were made, not materially misleading. There is no fact relating to the business, affairs, operations, conditions (financial or otherwise) or prospects of GADV which would materially adversely affect same which has not been disclosed to POST in this Agreement.

N. No Defense . It shall not be a defense to a suit for damages for any misrepresentation or breach of covenant or warranty that PO ...