8-K

Unknown;

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 31, 2006

Cyber Law Reporter, Inc.

(Exact name of registrant as specified in its charter)

Texas (State of Incorporation) 333-87696

(Commission File Number)

76-0636625

(IRS Employer Identification Number)

1240 Blalock Rd., Ste. 150, Houston, Texas 77055

(Address of principal executive offices)

Registrant’s telephone number, including area code: (832) 236-0090

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Cyber Law Reporter, Inc.

Current Report

Item 1.01 Entry Into Material Definitive Agreement

Effective December 31, 2006, Cyber Law Reporter, Inc. entered into a definitive Stock Exchange Agreement with Exousia Corp.  The agreement provided for the acquisition of all of the issued and outstanding common stock of Exousia Corp., consisting of 24,899,245 shares, in exchange for an equal number of shares of Cyber Law Reporter.  Prior to the closing of this transaction, Cyber Law Reporter has 3,534,000 shares issued and outstanding and subsequent to the transaction it had 28,433,245 shares issued and outstanding.  The exchange will be accounted for as a reverse merger for accounting purposes.  In a related transaction, the Parties, through Cyber Law Reporter, entered into a consulting agreement with Goldbridge Consulting, LLC with payment being made for services rendered to Exousia Corp. prior to the date of the acquisition in the form of a convertible note in the amount of $480,000.  The note will automatically convert to unregistered restricted common stock at a conversion price of $1.00 per share on the date on which the common stock of the company has traded at $1.00 per share or more for twenty consecutive trading days.  If the requirements of the forced conversion provision are not met, the note will be due on December 31, 2007 including 8% interest.  

As described more fully below, the current directors of Cyber Law Reporter, Jonathan Gilchrist and William Carmichael resigned effective at the close of business on December 31, 2006 and J. Wayne Rodrigue, Lane Brindley and Joseph W.Stanton were appointed to fill the vacancies on the Board of Directors.

The Stock Exchange Agreement is attached to this current disclosure on Form 8-K as Exhibit 10.5 .

Item 3.02 Unregistered Sales of Equity Securities

Prior to the Close of the Stock Exchange Agreement discussed in Item 1.01 above, Cyber Law Reporter entered into convertible notes with a small group of accredited investors in the total amount of $182,000. The Note(s) have a term of twelve months and bear simple interest at a rate of 8% per annum.  Investors received a stock kicker of two shares of common stock for each $1.00 of investment made in the Convertible Notes resulting in the issuance of 364,000 shares of common stock to these investors.  Two of the investors were related parties, Mr. Gilchrist (our Chairman, Acting Chief Accounting Officer and President) who invested $62,000 and Mr. Carmichael (our corporate Secretary and a Director), who invested $20,000.  Related parties invested on the same terms and conditions as unrelated parties.  The convertible notes bear a conversion right allowing the investor to convert the face amount of the note a nd any accrued interest into common stock at the valuation of the last equity round raised by the company prior to the date of conversion.  Prior to and related to the acquisition of Exousia Corp., we issued a total of 600,000 shares of restricted common stock for services rendered prior to the acquisition related to our evaluation of the Exousia opportunity, the structuring of the acquisition, the value to be given for the acquisition and our evaluation of its future prospects.  We issued 575,000 shares to Hepplewhite Corporation which designated 50,000 shares to Angela Gilchrist, 50,000 shares to Kathy Godfrey and 25,000 shares to Anton Aleksandrov.  In addition, 25,000 shares were issued to Robert Sarlay for providing Edgar filing services for the Company.  The shares were valued at par value.

Item 5.01 Changes in Control of Registrant

On December 31, 2006, Cyber Law Reporter entered into a definitive Stock Exchange Agreement with Exousia Corp. under which Cyber Law Reporter acquired 100% of the issued and outstanding shares of Exousia Corp., consisting of 24,899,245 shares of common stock, for an equal number of shares of newly issued, unregistered shares of Cyber Law Common Stock.  As a result, the shareholders of Exousia Corp. now own a majority of the issued and outstanding shares of Cyber Law Reporter.  Exousia had twenty-one shareholders as of the date of the stock exchange.

Prior to the stock exchange, Cyber Law Reporter was a shell company as defined by the Securities Act.  As a result, the following information is provided in substantially the form it would be provide were the registrant filing a Form 10-SB.

______________________

Note: Forward Looking Information

This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of the Company.  Forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.  Actual outcomes and results may differ materially from these expectations and assumptions due to changes in global political, economic, business, competitive, market, regulatory and other fa ctors.  We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

_______________________

I.

Description of the Business

Exousia Corp., now a wholly owned subsidiary of Cyber Law Reporter, (“Exousia” or the “Company”) was formed by our new Chairman and CEO, J. Wayne Rodrigue, as a Nevada corporation on May 2, 2005.  Exousia develops new advanced materials using proprietary combinations of plastic and rubber molecules and develops engineered resins, additives and specialty products.  These engineered materials may have a broad range of uses including the manufacture of specialty plastics and as additives to other materials using Exousia’s engineered particles.  The first applications of Exousia’s materials will be in the manufacture of recreational vehicles, marine applications and transportation.

Exousia’s business growth will be driven by the ability of its new products to increase the cost-effectiveness of its clients while delivering performance enhancements such as increased strength, durability and performance.  

The core business of Exousia will be the development of new applications for its engineered materials and the testing of those materials through the creation of product prototypes for various industry partners.  When a potential application has been identified, Exousia will work with the industry partner to develop the materials design and product characteristics needed by that manufacturer.  Then, prototypes of the product will be developed for testing.  If the prototype made from Exousia’s engineered materials meets the manufacturer’s needs, Exousia will then enter into an agreement to manufacture and deliver to that manufacturer the raw material needed to manufacture this product using Exousia’s proprietary materials.

Product Categories:

Thermoplastic Elastomers – This proprietary technology allows us to bond rubber and plastic molecules to develop unique materials.  Thermoplastic elastomers form strong and resilient interfacial bridges between vulcanized rubber and thermoplastic resin molecules.  This technology gives us the ability to produce new thermoplastic elastomer materials from recycled materials and plastic resins and to  overcome existing problems of poor strength and performance that exist in the materials produced by many of our competitors.

We believe this product will find high-volume applications in the automotive, home building, recreational vehicle, marine and household goods industries.  The product will also be tested as a replacement for wood, fiberglass, luan and other plastics for a wide range of applications.  The product we manufacture will be sold primarily in pellet form in bulk to the end users.  The manufacturers will then form, mold or extrude the material into the form they need for their products.  

Vistamer^®  Rubber -- Starting with a cryogenically ground particulate rubber that has been surface-activated by Exousia’s patented and proprietary reactive gas treatment process, we create thermoplastic elastomers using Vistamer^® RW rubber with characteristics that include superior adhesion between particles and the surrounding polymer and ease of dispersion.  Adding VISTAMER^® rubber to urethanes, polysulfide, nitrile rubber and other polymers reduces costs, improves adhesion, and creates new materials with enhanced performance.  Products where this technology may be applied include, include urethane foam, cast wheels and rollers, non-pneumatic tires, coatings, linings, adhesives, shoe soles, and an array of other products.  Other applications include adding this material to strengthen coatings, adhesives and epoxies.

This product is delivered as pellets, granulate or powder and is sold to the manufacturer by Exousia in bulk.  It will also be integrated into other engineered materials designed by Exousia as an ingredient.  

Structural Components – The company has developed a multi-layered panel manufacturing process that allows us to develop a composite “sandwich” consisting of urethane foam, carbon spheres and our proprietary Vistamer^®  product to create a panel that competes with marine plywood.  It is, on average, 70% lighter than marine plywood while providing higher impact resistance.   It provides protection against harsh weather and UV radiation.  This product can be used in most applications where plywood is currently used.  In addition, the company expects to manufacture structurally insulated panels that will be used in the home construction industry at the manufacturing facility it plans to acquire in Elkhart, Indiana during the first quarter of 2007.

Examples of potential applications would be too numerous to discuss here, but a few examples include:

--	Laminated panels for the construction of recreational vehicles which will have the capability of replacing fiberglass panels currently used by many manufacturers.  This is a multi-billion dollar industry where the Company feels it can gain meaningful market share.
--	Flooring and structural components for marine applications.  For example, the Company currently has a client testing its prototype material for the flooring of pontoon boats.  If the company’s product is selected by this manufacturer after testing, it will become a significant customer for the Company.
--	Structural components, including walls and floors for truck boxes.  The Company is currently building a prototype truck box for a potential client to test as an alternative to the traditional wood and metal truck boxes most commonly used in the industry.
--	The Company is currently discussing the use of its materials for the construction of shipping containers with a potential manufacturer.
--	Preliminary discussions have been held with manufacturers of surf boards regarding the use of the Company’s engineered materials as a core material in surf boards.
--	Luan (Phillipine Mahoganey) replacement material developed for the recreational vehicle industry.  We believe this product will reduce both vehicle weight and manufacturing costs.
--	Automotive bumpers and body component systems.
--	Building materials such as: structurally insulated panels; preformed structural components, replacement materials for plywood or Hardie Board.

Our plan for growth through acquisition

In addition to the development of its proprietary engineered materials, Exousia plans to grow through the strategic acquisition of business partners where its products can be applied, manufactured and sold.  This will allow the Company to demonstrate the strength of its materials through its proprietary operations.

Product Spectrum Group, Inc. -- In October, 2006, the Company entered into a binding letter of intent to purchase the assets of Product Spectrum Group, Inc. (“PSG”), located in Elkhart, Indiana.   It is an 18-year-old laminating company and a manufacturer of structurally insulated panels (“SIPS”).  It’s products have been sold in the US, Israel, China, and Taiwan.

PSG provides engineering and consulting services to the recreational vehicle and manufactured housing industries, concentrated in the Elkhart vicinity, with a specialty in lamination technologies.  In addition, PSG designs and manufactures parts and kits for motor homes.  It also engineers SIPS panels used in home construction.  These panels make it far faster to construct a traditional home.  The panels consist of an inner and outer skin with a form core.  They have sufficient structural strength to replace traditional stick built walls and allow a home to be constructed much more quickly.

PSG laminates extruded sheets made our patented polymers to make floors, walls, and rooftops of recreational vehicles and cargo trailers.  It will also manufacture SIPS panels for AGROS Real Estate, a division of Exousia discussed below.  

Our binding letter of intent sets forth the following terms for the acquisition of Product Spectrum Group:

--	500,000 shares of Cyber Law Reporter will be issued as partial consideration for the assets purchased;
--	We will assume and retire up to $500,000 in liabilities currently owed by PSG to its banks and creditors;
--	We will pay additional cash compensation adequate to cover the Federal income tax due in regard to the payment of the 500,000 shares of common stock paid to acquire the assets.

Concurrently with this acquisition, we will acquire the manufacturing facility where PSG is located, which includes a 19,400 square foot building and a 4,000 square foot building.  These buildings are situated on 3 acres of land located in an industrial area of Elkhart, Indiana.

Estimated gross revenue for PSG is estimated to be $1.3 million for 2006 and $ 10,726,111 for 2007.

The Little Trailer Company, Inc.  On November 2, 2006, the Company entered into a binding letter of intent to acquire the assets of The Little Trailer Company, Inc. (“LTC”) located in Elkhart, Indiana.  LTC manufactures and sells small “teardrop” trailers and eighteen foot lightweight fifth-wheel RV trailers using extruded plastic sheets made from our patented polymers and Exousia “E Core” product using Product Spectrum Groups lamination factory, e.g., see above.  

We expect to pay $900,000 in cash and 120,000 shares of our common stock to acquire the LTC.  

Re-Engineered Particle Systems, LLC and Engineered Particle Systems, LLC -- On September 30, 2006, the Company entered into a letter of intent to acquire the intellectual properties licensed  by Re-Engineered Composite Systems, LLC (“RECS”) and Engineered Particle Systems, LLC (“EPS”).  The Company is currently operating both RECS and EPS under an operating agreements for management services, marketing services, and engineering services.  These two entities were formed and managed by our founder and CEO, Wayne Rodrigue, and this acquisition will allow us to consolidate our intellectual property rights.

Operating Structure:

When we have successfully completed the three acquisitions for which we have entered into letters of intent, as discussed above, we will operate through four business units.

These are as follows:

--	Thermoplastic Olefins Group, (“TPO”);
--	The Additives Group;
--	The Recreational Vehicle Group; and
--	The Real Estate Group (AGROS Real Estate).

AGROS Real Estate, a division of Exousia (“Agros”), develops residential and commercial real estate using SIPs (structural insulated panels) technology developed and delivered through Product Spectrum Group, discussed above.   Panels are manufactured and shipped to the construction sites for quick erection of residential homes.  

We have entered into a limited partnership, Les Maisons du Lac Interests, Ltd., with Blackstone, LLC to develop Agros’ first residential real estate project, Les Maisons du Lac, a 100 home development located in Lake Charles, Louisiana.  We formed Agros Development I, LLC, a wholly owned subsidiary of Exousia, to be the general partner of the limited partnership.  Exousia and Blackstone, LLC each own a 50% limited partnership interest in Les Maisons du Lac Interests, Ltd.

Under the terms of the partnership agreement, Exousia will provide SIPs panels for the houses and a sales team on site, and Blackstone, LLC will manage all aspects of construction for the development.  We will offer four models of homes ranging in size from 1250 sq. ft. to 1550 sq. ft, with prices ranging between $135,000 to $155,000 each.  Construction is scheduled to start March 1, 2007.

Market Analysis and Analysis of Competition

The plastics industry is large and diverse.  We are a small, early stage company seeking to establish the viability and applications for new engineered materials using plastic and rubber molecules.  Our competitors are generally divisions of large chemical companies with far more financing, staff and history than we have.  

Exousia faces competition from a number of companies, including both direct and substitute products. Exousia’s RePoly resin competes directly with companies including Solvay Engineered Materials, Exxon’s Advanced Elastomer Division, A. Schulman, Inc. (SHLM), Basell Polyolefins, and a dozen or so other TPO and plastic manufacturers.  One comparable competitor is Belgium-based Solvay, which manufactures a family of products through its high growth Specialty Polymers and Vinyls division. Solvay is a public company that trades in the US under the ticker SVYSY.

Exousia believes it can effectively win large supplier contracts by working with customers to engineer and deliver solutions for specific applications that deliver high performance and reduced cost.  We believe key to gaining market share for these materials will be getting customers to replace the materials they are using now with superior materials we have designed for their applications.   

Exousia believes that VISTAMER^® is unique in the industry and offers a level of performance enhancement that will allow us to compete successfully against larger suppliers.   Suppliers of substitute additive products that enhance the performance of polymer materials may compete with VISTAMER^® but such competition will be product specific.  In these cases Exousia believes that VISTAMER^® will offer concrete benefits in performance and cost-effectiveness over our competition.  

Our E CORE product is a unique building material that competes primarily with plywood, or other products used in the same applications. E CORE avoids the wood preservatives of marine plywood, such as MDA, which are toxic to the environment and occasionally poisonous. Another structural material E CORE competes directly against is Fiberglass Reinforced Plywood, or FRP.  FRP panels are used in a wide range of automotive and marine applications in which E CORE provide significant competitive advantages.  Exousia acquired the underlying intellectual property of E CORE in early 2006.

Marketing Plan

Sales and Marketing Structure

Exousia will deploy a three-pronged distribution channel to drive sales and marketing: 1) direct sales, 2) distribution channel partners, and 3) application initiatives.  Exousia will establish a direct business development and sales team whose mission is to identify and develop “A-List” customers. The direct sales portion of our plan includes application engineering and support staff to accommodate each customer’s needs.  Exousia anticipates creating custom-engineered formulations for individual applications.  Through direct sales Exousia will supply major users of its advanced materials, and develop applications directly on behalf of key customers and markets.

The second element of the marketing channel will consist of independent, industry distributors and value-added resellers (VARs) who identify and develop applications and customers using Exousia products. These are typically non-exclusive relationships in which Exousia provides minimal product engineering support. Either the product sells in its original form, or a VAR works between Exousia and the customer to engineer a custom solution.  Distributors and VARs are essential to give Exousia the broad market coverage and visibility necessary to build a sales foundation and establish our market presence.

The third element of Exousia’s marketing channel is the development of specific applications for our materials.  It is important that Exousia continue to develop applications, either in conjunction with customers or independently with the intent of finding industry partners.   And in situations where there exists a particularly sizable application for Exousia materials, especially opportunities where the application is not being supplied, Exousia may choose to both develop and commercialize the application.  

An example is our expected acquisition of Product Spectrum Group and The Little Trailer Company.  We manufacture the plastic pellets that will ultimately become part of the RV’s manufactured by The Little Trailer Company.  After the pellets are formed into sheets, they go to Product Spectrum Group where the panels that are used to construct the trailers are laminated.  The Little Trailer Company then manufactures its trailers and 5^th wheel RV’s.  By using this process we earn profit on the manufacture of the plastic pellet; we earn profit on the lamination of the panels by Product Spectrum Group, and we earn profit on the sale of the finished product by The Littler Trailer Company.  

Marketing Strategy

Exousia’s strategy is to establish a “beachhead” within key application markets by developing and validating the applications, and then building relationships with leading manufacturers and relevant distribution channels. We will initiate this procedure in two industries:  the recreational vehicle industry, which is centered in Elkhart, Indiana and the home construction industry.  

By acquiring both Product Spectrum Group and The Little Trailer Company, we are able to demonstrate the superiority of our materials over fiberglass type materials currently used pervasively in the industry.  We don’t have to wait for another manufacturer to test and adopt our materials.  We control the process by getting our materials into the market and onto the street immediately.  We expect that this will facilitate the sale of our materials and laminates to a number of other RV manufacturers.  The product will have a proven application in the industry where its superiority can be demonstrated.

In a similar way, our structurally insulated panels (“SIPS”) will be used in 2007 to construct approximately 100 homes in Louisiana where hurricanes have created a shortage of affordable housing.  In order to demonstrate the value of our SIPS panel systems, we have acquired and are developing a 100 home development near Lake Charles, Louisiana.  We have entered into a Limited Partnership with an established builder who will manage the construction of the homes.  This will give us a platform to demonstrate to other builders and developers the speed of construction and the quality of our SIPS construction system.

As we enter key markets, Exousia expects to expand its range of materials supplied to that manufacturer, thereby increasing the value of each customer over time.  For example, a manufacturer of RV’s might initially implement a composite as a wall substrate, and then expand its use to include flooring and interiors. The ultimate goal will be to attain maximum design-in within each customer’s respective product.  For large customers, Exousia will provide materials engineering to optimize the contribution to each customer’s production output.

Exousia will also develop traditional distribution channels, including distributors, value-add resellers (VARs), and manufacturer’ representatives.  Distributors will provide us with access to smaller customers across a wide range of applications. Distributors are important customers as they purchase in large quantities and require less engineering support. VARs and manufacturing representatives will provide customers with application engineering services, and serve smaller manufacturers.

2.

Managements Discussion and Analysis and Plan of Operation

Plan of Operations

The following discussion should be read along with our financial statements, which are included in another section of this document.  This discussion contains forward-looking statements about our expectations for our business and financial needs.  These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations.  The cautionary statements made in this Report should be read as applying to all forward-looking statements in any part of this report.

History.  We were incorporated on March 2, 2000 as a Texas Corporation.  Our principal office is located at 1240 Blalock Rd., Ste. 150, Houston, Texas.   Any reference in this document to “the Company,” "our", “we” or “us” refers to Cyber Law Reporter, Inc.  We were originally formed as a publisher of legal information on the Internet.  Effective December 31, 2003, we determined that a change of business purpose was in the best interests of the shareholders, and the Company’s Chairman and CEO agreed to forgive the debt owed to him in exchange for our assets and intellectual property related to the old business plan.  

Effective December 31, 2006, we entered into a definitive stock exchange agreement to acquire all of the issued and outstanding shares of Exousia Corp., a company focused on the development of engineered materials combining plastic and rubber molecules.   We issued 24,899,245 shares of common stock in exchange for all of the outstanding shares of Exousia Corp.  In addition, we executed a promissory Note to Goldbridge Consulting, LLC to pay for consulting services rendered in regard to the transaction.  The Note has a term of twelve months and bears interest at a rate of 8%.  It bears a forced conversion feature that allows for the automatic conversion of the Note into common stock at a value of $1.00 per share at such time as the common stock of the company trades at $1.00 per share for twenty consecutive days.

Our prior board of directors consisting of Jonathan Gilchrist and William Carmichael resigned as of the closing of the Exousia acquisition.  Prior to their resignation, the Board appointed Wayne Rodrigue, Lane Brindley and Joseph W. Stanton as replacement directors who will serve on the Board of Directors until the next regular meeting of the shareholders of the corporation.  In addition, Mr. Rodrigue was elected by the new Board of Directors to serve as Chief Executive Officer and Lane Brindley was appointed as President and Brenda Rodrigue was appointed as the Chief Accounting Officer of the Corporation.

Our Business.  Exousia develops new advanced materials using proprietary combinations of plastic and rubber molecules and develops engineered resins, additives and specialty products.  These engineered materials may have a broad range of uses including the manufacture of specialty plastics and as additives to other materials using Exousia’s engineered particles.  The first applications of Exousia’s materials will be in the manufacture of recreational vehicles, marine applications and transportation.  Exousia’s business growth will be driven by the ability of its new products to increase the cost-effectiveness of its clients while delivering performance enhancements such as increased strength, durability and performance.  

The core business of Exousia will be the development of new applications for its engineered materials and the testing of those materials through the creation of product prototypes for various industry partners.  When a potential application has been identified, Exousia will work with the industry partner to develop the materials design and product characteristics needed by that manufacturer.  Then, prototypes of the product will be developed for testing.  If the prototype made from Exousia’s engineered materials meets the manufacturer’s needs, Exousia will then enter into an agreement to manufacture and deliver to that manufacturer the raw material needed to manufacture this product using Exousia’s proprietary materials.

Plan of Operations.  Our plan of operations consists of a multi-track execution strategy consisting of the development of new materials; the acquisition of strategic business components; the direct development of applications for our materials and the grooming of key relationships with potential manufacturing partners.

--	Our core business strategy rests on the development of new engineered materials using our proprietary processes and technologies.  As we develop a new compound, it will be tested and then developed into product proto-types that can be tested by manufacturers.  We expect to develop a continuous stream of new products and to develop a large number of prototypes for testing.
--	We have entered into letters of intent to acquire two businesses that we feel will provide application platforms for our materials.  The first, Product Spectrum Group, specializes in the creation of laminates for the recreational vehicle industry in Elkhart, Indiana.  Product Spectrum Group will use Exousia’s proprietary materials to manufacture panels that will be used by RV manufacturers to build their products.  The second target acquisition for which we have entered into a letter of intent is The Little Trailer Company, also located in Elkhart, Indiana.  The Little Trailer Company manufactures small RV trailers using materials manufactured by Product Spectrum Group.  We expect these two acquisitions to close in the first quarter of 2007.
--	We will also seek to develop proprietary applications for our engineered materials.  For example, we expect to create structurally insulated panels through our Product Spectrum Group acquisition.  These panels allow homes to be constructed much more quickly than is possible with traditional construction methods.  This platform will allow us to develop and test materials that can be used in the construction industry.
--	We will also continue to develop prototypes for manufacturers interested in purchasing our engineered materials for use in their products.  For example, we are currently proto-typing flooring materials for marine applications and structural components for truck boxes.

We have an operating division of the company named Agros Real Estate which is focused on land development and the construction of homes using our structurally insulated panels which are produced by the Product Spectrum Group in Elkhart, Indiana.  Using these panels, we expect to be able to erect a new home in 7 to 10 days as opposed to much longer time periods required by traditional methods.  We have entered into a Limited Partnership with a home builder, Blackstone, LLC , which will actually construct and complete the homes.  We have a 50/50 profit sharing agreement as part of this Limited Partnership.  Our first project will be the construction of 100 homes near Lake Charles, Louisiana.  We are also in negotiations for a much larger project near Odessa, Texas.  This platform will give us a showcase in which we can demonstrate the use of new products to the construction industry.

Critical Accounting Policies

Our accounting policies are integral to understanding the results reported.  The Securities and Exchange Commission (“SEC”) has issued guidance for the disclosure of “critical accounting policies”.  The SEC defines critical accounting policies as those that are most important to the presentation of a company’s financial condition and results of operations and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

We follow financial accounting and reporting policies that are in accordance with generally accepted accounting principles.  Not all significant accounting policies require management to make difficult, subjective, or complex judgments.  However, the policy noted below could be deemed to meet the SEC’s definition of critical accounting policies.

Evaluation as a going concern – As reflected in the accompanying financial statements, we have incurred continuing losses, have no operations prior to the acquisition of Exousia Corp. and limited liquidity.  In prior audits, we have received a going concern from our auditors because we did not have sufficient financing available to initiate profitable operations.  Exousia currently has received terms sheets for two financings that are expected to close in the first quarter of 2007 totaling $6.5 million as discussed in greater detail below.

We will need to close the financings currently in process in order to have adequate capital to execute our business plan as described in this document.  Since inception, we have experienced negative cash flow from operations and will continue to experience negative cash flow for some time in the future.  It is not expected that the internal source of liquidity will improve until significant net cash is provided by operating activities.   

Liquidity and Capital Resources

Prior to the Acquisition of Exousia Corp., we had no operations and we were a shell company as defined by the Securities Act.  Upon the acquisition of Exousia Corp. we became an operating company.  For financial reporting purposes, Exousia Corp. will be considered the accounting acquirer, which means that the financial history of Exousia will become the basis of our financial reporting rather than the operating results of Cyber Law Reporter prior to the date of the acquisition.

As of December 31, 2005, we had total assets of $319,224 and $65,165 in current liabilities.  As of September 30, 2006, we had total assets of 728, 132 and $130,035 in current liabilities.  Our revenues for fiscal 2005 were $ - 0 - and for the period ending September 30, 2006 they were also $ - 0 - .  We had losses of $57,409 for the year ended December 31, 2005 and $242,009 for the nine months ending September 30, 2006.  Cash flow from operating activities for the years ended December 31, 2005 was ($57,409) and for the nine months ended September 30, 2006 it was $ ($249,418).   As of December 31, 2006, our estimated monthly operating costs are $20,000.  As we ramp up our business in 2007, we expect our operating expenses to increase to approximately $1.2 million for the year.  

Cyber Law Reporter had investment proceeds of $182,000 in 2006 from the sale of convertible notes to accredited investors.  These Notes were for a twelve month term from the date of investment and bore interest at a rate of 8%.  The Note Holders have the right to convert the Notes to equity at the price of the last equity round raised by the Company prior to the date of conversion.  In addition, we granted two shares of restricted common stock for each $1.00 loaned to the Company as an incentive to the investors resulting in the issuance of 364,000 shares of common stock.  Our current plan is to pay these Notes off upon the completion of a $2.5 million financing which we are seeking to negotiate at this time and for which we have a non-binding term sheet.  Prior to and related to the acquisition of Exousia Corp., we issued a total of 600,000 shares of restricted common stock for services rendered pri or to the acquisition related to our evaluation of the Exousia opportunity, the structuring of the acquisition, the value to be given for the acquisition and our evaluation of its future prospects.  We issued 575,000 shares to Hepplewhite Corporation which designated 50,000 shares to Angela Gilchrist, 50,000 shares to Kathy Godfrey and 25,000 shares to Anton Aleksandrov.  In addition, 25,000 shares were issued to Robert Sarlay for providing Edgar filing services for the Company.  The shares were valued at par value.

On December 14, 2006, prior to the date of the acquisition transaction, Exousia Corp. entered into a Letter of Intent for an equity financing of $2.5 million with Liberty Growth Fund, LP.  (Note.  This is a term sheet, not a definitive agreement as to the financing.  Terms of the financing may change prior to the closing of the financing.)  The term sheet contemplates the following terms for this financing:

Cash paid at the closing of the financing: $2,500,000

Stock to be issued to the investor	4,000,000 shares of Convertible Preferred stock with no coupon.
Fees	The Company will pay a 7% fee in cash and 10% in warrants to Lerota, LLC as the buyer’s representative in this financing.
	$15,000 due diligence fee

Warrants to be granted to investor:	-- Cashless Warrant to purchase 2 million shares of common stock at $1.27 per share; -- Cashless Warrant to purchase 2 million shares of common stock at $2.54; -- Cash-pay Warrant to purchase 2 million shares of common stock at $5.08 per share
Conditions related to the financing:	The company will agree to register the shares underlying the conversion right of the Preferred Stock and the Warrants.

The board of directors will consist of five directors with a majority being independent.

In addition, the Company has entered into a letter of intent with NW Financials, who has agreed to act as the underwriter and selling agent for a tax free Manufacturer’s Private Activity Bond in the face amount of $4,000,000.  This bond financing is currently being prepared for approval by the Bond authority of the city of Elkhart and is expected to be sold in the first quarter of 2007.  The proceeds of this bond will be dedicated to the acquisition and expansion of Product Spectrum Group, Inc. in Elkhart, Indiana.

As of December 31, 2005 we do not have significant financial commitments or capital requirements that we must meet to continue operations, other than $23,074 in accounts payable.  Our current expenditure demands primarily relate to maintaining our public reporting requirements.  We will need cash to implement our new business plan but these are not current, fixed obligations.  

We will have to succeed in our financing activities in the year ahead in order to implement a new business plan.  Our working capital requirements and cash flow from operations are expected to vary from quarter to quarter, depending on the success of marketing activities, operating expenses, capital expenditures and other factors.  Since inception, we have experienced negative cash flow from operations, it is not expected that the internal source of liquidity will improve until significant net cash is provided by operating activities.

Our financial statements are prepared using principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, we do not have significant cash or other material liquid assets, nor do we have an established source of revenue sufficient to cover our operating costs and to allow us to continue as a going concern.  We may, in the future, experience significant fluctuations in our results of operations.   We will be required to obtain additional debt and equity financing or our illiquidity could suppress the value and price of our shares if and when trading in those shares develops.  However, our future offerings of securities may not be undertaken, and if undertaken, may not be successful or the proceeds derived from these offerings may be less than anticipated and/or may be insufficient to fund operation s and meet the needs of our business plan.  Our current working capital is not sufficient to cover expected cash requirements for 2006 or to bring us to a positive cash flow position.  It is possible that we will never become profitable and will not be able to continue as a going concern.

3.

Description of Property

Exousia Corp. does not currently own any real property or any operating equipment of significant value.  However, it expects to acquire two pieces of property in the first quarter of 2007 based upon its current letters of intent.

Upon the acquisition of PSG, we intend to purchase the manufacturing facility and the land which PSG currently leases from Mr. Peter Notel.  The property consists of a 19,400 square feet processing facility and another 4,000 square ft building.  These buildings sit on approximately three acres in an industrial park located in Elkhart, Indiana.  The acquisition will also include laminating equipment, inventory and supplies.

Second, we have entered into a letter of intent to acquire a small  manufacturing facility located in El Campo, Texas.  The facility is approximately 7,400 square feet and is located on 7.4 acres of land.  This acquisition will include the equipment used to make certain plastic compounds and Vistamer^® as discussed above.

4.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of the shares of our common stock as of the close of business on December 31, 2006 for each person known by us to own beneficially five percent or more of our common stock and of each of our directors and our officers and directors as a group.  For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13(d)-3 of the Securities Exchange Act of 1934, under which a person is considered to be a beneficial owner of a security if such person has or shares the power to vote or to direct the voting of the security or the power to dispose or to direct the disposition of the security, or if that person has the right to acquire beneficial ownership of that security within 60 days through the exercise of any option, warrant or conversion of a security.  As of the date of this report, we have 28,433,245 sha res issued and outstanding.

Name & Address of Security Holder	Title or Position, if any	Number of shares beneficially owned	Percentage of class
J.Wayne Rodrigue(1) 8503 North Fitzgerald Way Missouri City, TX 77459	Chairman, Chief Executive Officer	17,768,850	62.5%
Lane Brindley 4108 Aplomado Falcon Cove Austin, TX 78738	Director, President And General Counsel	1,000,000	3.5%
Joseph W. Stanton 901 Fair Oaks Lane Lake Charles, LA 70605	Director	1,630,395	5.7%
Brenda Rodrigue(1) 8503 North Fitzgerald Way Missouri City, TX 77459	Chief Accounting Officer	17,768,850	62.5%
Elorian Landers 30 Farrell Ridge Sugar Land, TX 77479		1,500,000	5.3%
All Directors and Officers as a Group		20,399,245	71.7%

(1) Mr. Rodrigue is married to Brenda Rodrigue.  He owns 16,518,850 shares individually  (58.1%) and she owns 1,250,000 individually (4.4%).  For the purposes of this table, all shares are considered jointly owned by both parties.

5.

Directors, Executive Officers, Promoters and Control Persons

The following table sets forth certain information regarding the members of our board of directors and its executive officers.

Name	Age	Position
Wayne Rodrigue	52	Chairman, Chief Executive Officer
Lane Brindley	41	Director, President
Brenda Rodrigue	51	Chief Accounting Officer
Joseph W. Stanton	68	Director

Our directors were nominated to fill the seats of the Board of Directors upon the resignation of our prior directors, Jonathan Gilchrist and William Carmichael on December 31, 2006.  The Directors will hold office until the next annual meeting of our shareholders or until their successors are duly elected and qualified.  Our executive officers serve at the pleasure of the Board of Directors.

Wayne Rodrigue, Chairman, Chief Executive Officer:  

Mr. Rodrigue is the founder of Exousia Corp.  He is a professional engineer with over twenty-five years of business experience.  He began working for Exousia in May 2005 and has served as its Chief Executive Officer ever since.  Prior to joining Exousia, he worked as President of Re-Engineered Composite Systems, LLC , from October 2001 to present .  He has experience in new business development and the commercialization of new technologies in various industry sectors, including twenty years experience in rubber particle and plastic processing and development.  Mr. Rodrigue has held numerous management and executive level posts where he gained technical development and commercialization experience beginning with Cryopolymers, Inc in 1992 where he designed and implemented one of the first cryogenic crumb rubber facilities in the US.  As VP of Sales and Marketing for Environmental Processing Sys tems, Inc of Garden City, NY, Mr. Rodrigue developed the commercialization plan for the introduction of fine powders from crumb rubber into the automotive industry and the paint and coatings industry.  Mr. Rodrigue is a former senior designer for civil/structural engineering, and has direct experience in the design and construction of petrochemical facilities,  paper plants, pipelines, recycling and energy projects.

Lane Brindley, Director, President:

Mr. Brindley is an attorney who joined Exousia as its President in June 2006.  Prior to joining Exousia he worked at the law firm of Clark, Thomas and Winters, P.C. in Austin, Texas from 1999 to 2006.  He brings a broad experience in business law, legal compliance and planning.  Mr. Brindley represented i2 Technologies, Inc., a leading provider of supply chain management software, in a $44.0 million initial public offering of Common Stock underwritten by Goldman, Sachs & Co., Hambrecht & Quist and UBS Securities.  Mr. Brindley also represented Robertson, Stephens & Co. and Paine Webber in an initial public offering of Common Stock by Ross Technology, Inc., a microprocessor design company, which raised $59.3 million.

In addition Mr. Brindley represented Progressive System Technologies, Inc., a manufacturer of robotic mini cleaning-room environments, in a $5.0 million Series A Financing, DAZEL Corporation, a developer of distributed client/server product based on Distributed Computing Environment (DCE), in a $3.5 million Series B Financing, and represented ichat, Inc., a provider of “Chat Line” services on the Internet, in a $750,000 Series A Financing.

Mr. Brindley  has represented a utility client in negotiating multimillion-dollar Energy Management System containing custom development, third party software and vendor software; crafted and negotiated all of the necessary agreements for a ten year, $50 million outsourcing arrangement involving billing centers and call centers in Oklahoma and Florida; counseled and negotiated client’s first agreement as a service provider for outsource billing and call center services along with an employee leasing agreement with a third party call center to use employees to provide the call center services; and assisted clients in streamlining licenses, service agreements, specifications and statement of work.

 EDUCATION

The University of Texas at Austin, Bachelor of Arts, 1988

Texas Tech University School of Law - JD, 1993

ABA National Negotiations Champion, 1992

PROFESSIONAL AFFILIATIONS

State Bar of Texas, Travis County Bar Association

Brenda Rodrigue, Chief Accounting Officer: Mrs. Rodrigue has spent the last 5 years as accountant and secretary treasurer of Re-Engineered Particle Systems, LLC and Engineered Particle Systems, LLC.  Mrs. Rodrigue’s duties including all facets of the accounting process and all reporting procedures.  Mrs. Rodrigue has a combined 30 years in the accounting field with employment opportunities both in public accounting firms and private enterprise. Previous CPA firms Mrs. Rodrigue was employed by are Broussard and Company of Sulphur, LA where she was the sole person preparing Medicare/Medicaid Cost Reports as well as complex consolidated tax returns and Mrs. Rodrigue was a part of the audit team.  At Quirk, Cargile, Hicks, and Reddin Mrs. Rodrigue performed all areas of accounting which included financial statements, tax returns, accounts payable, accounts receivable, inventory, etc.  In the p rivate sector, Mrs. Rodrigue was employed for 6 years by Car Care Auto Parts, where she was a full charge bookkeeper for 7 locations.

Joseph W. Stanton, Director:

2000 to Present Vice-President of Re-Engineered Composite Systems, LLC and Engineered Particle Systems, LLC.  

Mr. Stanton has a 40 year career as a successful farmer and rancher, business owner and business developer.  Mr. Stanton is a co-founder and vice president of RECS and EPS, having primary responsibilities for the past six years of securing ongoing capital investment and managing investor relations, sales and marketing.  Mr. Stanton has participated in the successful start-up and management of several start-up companies over the years, including Light Engineers, Inc. an energy management company specializing in retrofitting lighting in industrial and commercial businesses, Energy Management Concepts, an partnership specializing in the sale and installation of energy management software and hardware systems, and Medical Libraries, Inc., a medical records management company.

6.

Executive Compensation

Our directors have not been provided cash compensation for their service as directors.  The directors of Cyber Law Reporter, who resigned effective December 31, 2006, were not compensated for serving on the Board during fiscal 2005 or fiscal 2006.  We have had no operations other than the maintenance of the corporate filings and our search for an appropriate merger partner whom we felt would deliver value to our shareholders through a business combination.

We don not currently have employment agreements with any of our new officers including our CEO, Wayne Rodrigue, our President Lane Brindley or our Chief Accounting Officer, Brenda Rodrigue.  However, we expect to enter into employment agreements with key employees sometime in 2007.  The terms of these agreements will be negotiated and approved by our board of directors.

We do not currently have any specific plans to compensate our directors but expect that our Board will discuss this issue during the first quarter of 2007.  As one of the terms of our letter of intent with Liberty Funding for $2.5 million in equity investment, we have agreed to establish an employee, directors and consultants stock incentive plan and to file it with the SEC when we are qualified to do so.  We cannot file such a plan until at least 60 days following the date on which this current disclosure is filed with the SEC.  It is expected that we will reserve a number of shares under the plan equal to approximately 10% of our issued and outstanding shares at the time the plan is adopted.  The plan will be presented to our shareholders for ratification at our next annual meeting.

Upon the closing of the acquisition of Exousia by Cyber Law Reporter, the officers of Exousia were appointed by the Board of Directors to positions within Cyber Law Reporter.  Their prior compensation for services provided to Exousia was a follows:

Name & Position	Year	Salary	Bonus	Other annual compensation	Stock Awards	All other compensation
Wayne Rodrigue, CEO	2005 2006	______-0- 7,500.00	-0- -0-	-0- -0-	1,000,000(1) 15,518,850	-0- -0-
Lane Brindley, President	2005 2006	-0- 7,500.00	-0- -0-		-0 1,000,000-	-0- -0-
Brenda Rodrigue, Chief Accounting Off.	2005 2006	-0- 4,500.00	-0- -0-		--0- 1,250,000	-0-

(1) 18,768,850shares of common stock, issued with an estimated value of $0.001 share.

7.

Certain Relationships and Related Transactions and Director Independence

The following are brief descriptions of transactions during the period covered by this report between us and any of our directors, executive officers or shareholders known to us to own beneficially more than 5% of our shares, or any member of the immediate family of any of those persons, or other entities in which such person beneficially own more than 5%.

A.

Our former Chairman and President, Jonathan Gilchrist, invested $62,000 in the offering of convertible notes made by the company in 2006.  This investment was made on the same terms as all other investors in the offering which totaled $182,000.

B.

Our former Director and corporate Secretary, William Carmichael, invested $20,000 in the offering of convertible notes made by the company in 2006.  This investment was made on the same terms as all other investors in the offering which totaled $182,000.

C.

Exousia Corp. entered into a letter of intent to acquire certain intellectual property owned by two related companies that share some common ownership and management with Exousia Corp.  These entities predated Exousia and were the entities where some of Exousia’s technologies were gestated.

Re-Engineered Composite Systems, LLC (“RECS”)

RECS is dedicated to identifying, developing, and commercializing innovative technologies for creating new thermoplastic elastomers and rubber-plastic composite resins from recycled materials.  We seek to ensure that market pull can be effectively combined with cutting-edge R&D to yield new products and technologies that will lead to the continual growth and expansion of our businesses.  Continued innovation and growth is our vehicle for increasing value for our shareholders.

There is a strong need for products and technologies that extract further beneficial and cost-effective use from rubbers and plastics.  The term further beneficial and cost-effective use has special meaning for RECS.  It refers to the recovery of resources from what are now considered to be wastes.  It refers to using materials after they have performed their originally intended function.  We’ve based our business model on designing and creating new, useful materials from discarded materials (or materials intended to be discarded).  This is more than just recycling, this is more than just reuse:  The nature of our business is to enable our customers to realize improved profitability and utility in their current operations.

Engineered Particle Systems, LLC (“EPS”)

VISTAMER™ Rubber is manufactured by EPS utilizing a process that enables the rubber particles to chemically bond to materials that it is mixed with, and thereby to form strong compositions with desirable properties.  VISTAMER™ Rubber is made by a surface-modification process.  In this, the particles are treated in a process that chemically alters the surface of the rubber particles, creating reactive functional groups on the surface.  These reactive functional groups react with a broad spectrum of rubber and plastic materials and thus give tenacious adhesion to polymers with which they are combined.  When rubber particles are bonded to other polymers, like rubber and plastics, they contribute to the overall properties.  This increases strength and imparts other desirable physical properties and performance.

The acquisition of these two entities will allow Exousia to consolidate and manage its intellectual property more efficiently.

8.

Description of Securities

Our authorized stock consists of 50 million shares of common stock with a par value of $.001.  As of December 31, 2006, prior to the acquisition of Exousia Corp., 3,534,000 shares of common stock were issued and outstanding.   We issued an additional 25,899,245 shares for the acquisition of Exousia Corp. with a total of 28,433,245 shares issued and outstanding as of the Closing of the acquisition.

(i) Voting Rights – Each of our shareholders of common stock is entitled to one vote for each share held of record on all matters submitted to the vote of shareholders, including the election of directors.  All voting is non-cumulative, which means that the holders of fifty percent (50%) of the shares voting for the election of the directors can elect all the directors.  The board of directors may issue shares for consideration of previously authorized but unissued stock without stockholder action.

(ii)  Dividend Rights – The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available at such times and in such amounts as the Board of Directors may determine to be in the best interests of the shareholders.  

(iii)  Liquidation Rights – Upon liquidation, the holders of the common stock are entitled to receive pro rata all of the assets available for distribution to common shareholders.

(iv)  Preemptive Rights – Holders of common stock are not entitled to preemptive rights.

(v)  No conversion rights, redemption rights or sinking fund rights exist for holders of the common stock.

No material potential liabilities are anticipated to be imposed on shareholders under state statutes. Certain Texas regulations, however, require regulation of beneficial owners of more than 5% of the voting securities.  Shareholders that fall into this category, therefore, may be subject to state regulation and compliance requirements.

Additional Information Describing Securities

For additional information regarding our securities, you may view our Articles of Incorporation and by-laws which are available for inspection at our offices or which can be viewed through the EDGAR database at http://www.sec.gov as exhibits to our disclosure documents.   You may also choose to review applicable statutes of the state of Texas for a description concerning statutory rights and liabilities of shareholders.
                      

Reports to Shareholders

We will furnish to holders of our common stock annual reports containing audited financial statements examined and reported upon, and with an opinion expressed by, an independent certified public accountant. We may issue other unaudited interim reports to our shareholders as we see as appropriate.

Risk Factors

Any investor who is considering the purchase of our shares should read and consider the following risks related to our securities and our company.  These important risks and other risks that may arise in the future or of which may not be aware could result in the Company’s inability to achieve its stated business goals and, as a result fail to provide a return to investors.

The Company has signed definitive agreements to purchase 4 companies.  While there are significant penalties associated with the failure to finalize and execute the acquisitions the failure to do so would significantly impact the Company.

We have entered into letters of intent to purchase two related entities that own intellectual property that will play a significant role in the execution of our business plan.  We currently license this intellectual property from these entities but we feel it will be easier for us to manage our intellectual property rights by consolidating its control within Exousia.  

We have entered into a letter of intent to acquire Product Spectrum Group in Elkhart, Indiana.  This is a plastics laminating company that we feel will allow us to get our products introduced into the recreational vehicle industry.  If we fail to close this acquisition, it will materially impair out ability to penetrate the RV industry in 2007.

We have entered into a letter of intent to acquire The Little Trailer Company.  This company manufactures small camper trailers and 5^th wheel trailers.  If we fail to close this acquisition, it will slow our ability to demonstrate the usefulness of our materials to other RV manufacturers.

The Company depends on outside sources of raw materials and other supplies at a reasonable cost, but availability to such materials and supplies could be interrupted and/or the prices charged for them could escalate and adversely affect the Company’s sales and profitability.

The Company purchases many raw materials and supplies that are used in the manufacture of its products. Changes in the availability or price of these items could affect the Company’s ability to manufacture an adequate volume of products to meet customers’ demands or to manufacture products profitably. The Company tries to maintain multiple sources of raw materials and supplies where practical, but this may not prevent unanticipated changes in the availability or cost of the supplies purchased. Significant disruptions in availability or cost escalations could adversely affect the Company’s manufacturing volume or costs, which could have a related negative effect on product sales or profitability of the Company’s operations.

The markets in which the Company participates are highly competitive and subject to intense price competition, which could adversely affect the Company’s sales and earnings performance.

Customers choose to buy the Company’s products in a competitive environment where there are typically multiple suppliers. If the Company is unwilling or unable to provide products at competitive prices, and if other factors, such as product performance and value-added services do not provide an offsetting competitive advantage, customers may reduce, discontinue, or fail to initiate purchases of the Company’s products.  If the Company could not secure alternate customers for lost business, the Company’s sales and earnings performance could be adversely affected.

The Company is striving to improve operating margins through price increases, productivity gains and improved purchasing techniques, but it may not be successful in achieving the desired improvements.

The Company is working to improve operating profit margins through a number of activities such as price increases, improvements to manufacturing processes and adoption of purchasing techniques that lower costs or provide increased cost predictability.  However, these activities depend on a combination of improved product design and engineering, effective manufacturing process control initiatives and other efforts that may or may not be successful to the extent anticipated. The success of price increases is dependent not only on the Company’s actions but also the strength of customer demand and competitors’ pricing responses, which are not fully predictable. Failure to successfully implement actions to improve operating margins could adversely affect the Company’s financial performance.

The Company’s products are sold into industries that are heavily influenced by consumer spending or otherwise have proven to be unpredictable and cyclical.

The Company’s products are sold to a wide variety of customers who supply many different market segments. Many of these market segments, such as construction, appliances and automotive, have been in the past, and are expected to be in the future, cyclical or are closely tied to consumer demand, which is difficult to predict.  Incorrect forecasts of demand or unforeseen reductions in demand can adversely affect costs and profitability due to factors such as underused manufacturing capacity, excess inventory, or working capital needs. These factors can result in lower profitability or reduced financial performance.

The Company’s operations are subject to stringent environmental, health and safety regulations and compliance with those regulations could require the Company to make significant investments.

The Company strives to conduct its manufacturing operations in a manner that is safe and in compliance with all applicable environmental, health and safety regulations. At times, compliance with changing regulations may require the Company to make significant capital investments, incur training costs, make changes in manufacturing processes or product formulations, or otherwise incur costs that could adversely affect the Company’s profitability. These costs may not affect competitors in an equivalent way due to differences in product formulations, manufacturing locations or other factors, and as such the Company may be disadvantaged, which may adversely affect financial performance.

The Company’s businesses depend on a continuous stream of new products and failure to introduce new products could affect the Company’s sales and profitability.

One way that the Company remains competitive in its markets is by developing and introducing new and improved products on an ongoing basis. These products are continually evaluated by customers in relation to products offered by the Company’s competitors. A failure to introduce new products in a timely manner that are

21

price competitive and that provide the features and performance required by customers could adversely affect the Company’s sales, or could require the Company to compensate by lowering prices.  This could result in lower sales and/or lower profitability.

The Company is exposed to risks associated with acts of God, terrorists and others, as well as fires, explosions, wars, riots, accidents, embargos, natural disasters, strikes and other work stoppages, quarantines and other governmental actions, and other events or circumstances that are beyond the Company’s reasonable control.

The Company is exposed to risks from various events that are beyond its control, which may have significant effects on its results of operations. While the Company attempts to mitigate these risks through appropriate insurance, contingency planning and other means, it is not assured that all the risks can be reasonably or cost­ effectively managed, or that all risks can be anticipated. As a result, the Company’s results of operations could be adversely affected by such circumstances or events in ways that are significant and/or long lasting.

The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on the Company’s financial position, results of operations, and cash flows.

We have operated at a loss since inception and may incur losses in the future.

We expect net losses and negative cash flows to continue for the foreseeable future as we continue to incur significant operating expenses and make capital investments in our business.  We may never generate sufficient revenues to achieve profitability.  Even if we do become profitable, we may not be able to sustain or increase profitability on a quarterly or annual basis.  

We will require additional financing in the form of debt or equity in the future to succeed in our business.

We have entered into two letters of intent for financing.  The first, a possible equity investment of $2.5 million.  If we fail to close this financing, it will significantly impair our ability to proceed with the execution of our business plan and may significantly impair our results from operations in 2007.  The second financing is a bond offering that is anticipated for the acquisition of Product Spectrum Group.  If we fail to close this financing, we will have to attempt to find other financing or lose the opportunity to acquire this strategic partner.

If we raise additional funds by issuing equity securities, you may suffer dilution in your holdings of our common stock.  Also, adequate funds may not be available to us when we need them, or may not be available to us on favorable terms.  In this case, we may not be able to complete our databases, pay for operating costs, or effectively market our products or services.   There is a material risk that we will not be able to acquire the financing we need to complete and deliver our products to the market.  If we do not raise additional capital the value of our common shares could be adversely affected.

Because our new officers and directors own over 50% of our currently issued and outstanding common stock, they can control substantially all matters requiring shareholder approval.  This could have an adverse effect on other shareholders not having control.  

As of December 31, 2006, our directors, executive officers and their affiliates beneficially owned a total of approximately 71.7% of our outstanding common stock.  (See, Security Ownership of Certain Beneficial Owners and Management).  As a result, these shareholders, acting together, have the ability to control substantially all matters submitted to our shareholders for approval, including the election and removal of directors and any merger, consolidation, takeover or other business combination involving us, and to control our management and affairs.  This may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could materially adversely affect the market price of our common stock.

The penny stock rules may limit the market for our stock.  Because shares of our common stock may trade under $5.00, the application of the penny stock regulations could adversely affect the market price of our common stock and may affect the ability of holders of our common stock to sell their shares.

Our securities will probably be considered a penny stock. Penny stocks generally are securities with a price of less than $5.00 per share other than securities registered on certain national securities exchanges or quoted on the NASDAQ stock market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. Our securities may be subject to "penny stock rules" that impose additional sales practice requirements on broker-dealers who sell penny stock securities to persons other than established customers and accredited investors.  For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of penny stock securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exem pt, the "penny stock rules” require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny stock rules" may restrict the ability of broker-dealers to sell our securities and may have the effect of reducing the level of trading activity of our common stock in the secondary market. The foregoing required penny stock restrictions will not apply to our securities if our market price is $5.00 or greater. The price of our securities may not reach or maintain a $5.00 price level.

A Stable market may not develop for our stock.  The volatility of our stock could adversely affect our shareholders.  There is currently no liquidity in our stock and we cannot guarantee that trading activity will increase.

We are listed on the Nasdaq OTC BB.  There currently is no public trading in our common stock, and there is no assurance that there will ever be such a market.  Because we have yet to introduce our products to the market and generate earnings, we do not know how the market will respond to the availability of our stock or at what prices shareholders may decide to buy or sell our shares.  If a market for our stock develops, the trading price of our common stock may be highly volatile and could be subject to wide fluctuations in price.  In addition to the risks related to our internal operations, the stock market in general, and the market for Internet-related and technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of any specific company. There can be no assurance that trading prices and ear nings will materialize as we expect. Broad market and industry factors may materially and adversely affect the market price of our common stock, regardless of our operating performance.  Historically, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against that company.  The institution of similar litigation against us could result in substantial costs and a diversion of management's attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

We expect to issue additional stock in the future to finance our growth, expansion and acquisition strategy.  This potential dilution may cause the price of our stock to drop.

Subsequent to the effective date of this offering, we will need to raise additional capital, which may result in the issuance of additional shares of common stock, or debt instruments.  In the future shares may be issued  to procure future financing and additional shares may be registered in a future registration statement.  If or when additional shares are issued, it may cause dilution in the value of shares purchased in this offering and may cause the price of our common stock to drop.  These factors could also make it more difficult to raise funds through future offerings of common stock.  

We do not expect to pay dividends to you.

We have never declared or paid dividends to our shareholders.  We currently intend to retain any future earnings for funding growth and therefore do not expect to pay any dividends in the foreseeable future.

PART II

1:

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The Registrant’s stock is listed for trading on the NASD over-the-counter bulletin board under the symbol CYLW.OB.  The stock has no liquidity and no trading history upon which an investor can rely to determine or evaluate the value of their investment or the price they should pay for the shares.  The stock is highly illiquid and we cannot assure the investor that liquidity will improve in the future.

2:

Legal Matters.

The registrant is not aware of any claims or suits related to the company or its operations and none have been threatened.

3:

Changes in and Disagreements with Accountants.

None.

4:

Recent Sales of Unregistered Securities.

Prior to and related to the acquisition of Exousia Corp., we issued a total of 600,000 shares of restricted common stock for services rendered prior to the acquisition related to our evaluation of the Exousia opportunity, the structuring of the acquisition, the value to be given for the acquisition and our evaluation of its future prospects.  We issued 575,000 shares to Hepplewhite Corporation which designated 50,000 shares to Angela Gilchrist, 50,000 shares to Kathy Godfrey and 25,000 shares to Anton Aleksandrov.  In addition, 25,000 shares were issued to Robert Sarlay for providing Edgar filing services for the Company.  The shares were valued at par value.

5:

Indemnification of Directors and Officers.

Disclosure of Commission Position of Indemnification of Securities Liabilities.

Our bylaws provide that our officers and directors will be indemnified to the full extent allowed by law against all expenses and liabilities of any claim or suit, including securities violations, unless a finding of willful misfeasance or malfeasance in the performance of that persons duties is found by a court of law.  Insofar as the indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons pursuant to the foregoing or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Where you can find more information.

We have filed a registration statement and disclosure documents with the SEC for several years.  You may find more information by referencing these filings.  The Company’s filings and the exhibits and schedules filed with the Securities and Exchange Commission may be inspected at the Securities and Exchange Commission's principal office in Washington, D.C. Copies of all or any part of the filings may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.  The commission also maintains a website at http://www.sec.gov that contains reports, proxy statements and information statements and other information regarding registrants that file electronically with the Commission. For further information pertaining to us and the common shares offered by this prospectus, reference is made to the registrat ion statement.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 or from the SEC Web site.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

On December 31, 2006, our current directors and officers tendered their resignations which were accepted by the Board of Directors.  Jonathan Gilchrist resigned as our Chairman, Chief Accounting Officer and President and was replaced by Wayne Rodrigue as Chairman and CEO, Brenda Rodrigue as the Principal Chief Accounting Officer and Lane Brindley as a Director and President.  Joseph W. Stanton replaced William Carmichael as a director.

Item 5.03 Amendments to Articles of Incorporation

Concurrent with the approval of the acquisition of Exousia, our shareholders and Board of Directors approved the amendment of our Articles of incorporation to change the name of Cyber Law Reporter, Inc. to Exousia Corp.  In addition, the shareholders and Board of Directors approved authorization of preferred stock with the characteristics of any issuance of preferred stock will be determined by the Board of Directors at the time of the grant.  The Articles of Amendment were filed with the State of Texas on January 3, 2007.  

Item 5.06 Change in Shell Company Status

Effective as of the close of the acquisition of Exousia Corp. by Cyber Law Reporter, Inc., Cyber Law ceased to be a shell company as defined by Rule 12b-2 of the Exchange Act.  The details of the transaction are set forth in greater detail above at Item 1.01 and Item 5.01.

Item 9.01 Financial Statements and Exhibits

(A DEVELOPMENT STAGE ENTERPRISE)

PRO FORMA COMBINED BALANCE SHEETS

(unaudited)

	Cyber Law Reporter, Inc. as Reported	Exousia Corp. as Provided	Pro Forma Adjustments	Note 2	Consolidated Pro Forma
	As of September 30, 2006	As of September 30, 2006
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$              30	$        6,836	$              -		$          6,866
Due from acquisition target companies	-	35,362	-		35,362
Exousia Corp. note and accrued interest receivable	93,081	-	(93,081)	a	-
Debt issuance costs net of amortization of $5,142	28,817	-	-		28,817
TOTAL CURRENT ASSETS	121,928	42,198	(93,081)		71,045
NON-CURRENT ASSETS
Goodwill	-	-	427,087		427,087
Assets held for sale - patents	-	230,000	-		230,000
TOTAL NON-CURRENT ASSETS	-	230,000	427,087		657,087
TOTAL ASSETS	$     121,928	$    272,198	$     334,006		$      728,132
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$         8,587	$        4,360	1,996	b	$        14,943
Accounts payable - related parties	1,996	-	(1,996)	b	-
Notes payable - related parties	21,973	-	(21,973)	b	-
Notes payable			21,973	b	21,973
Note and interest payable to Cyber Law Reporter, Inc.	-	93,081	(93,081)	a	-
Debentures and debenture interest payable	93,119	-	-		93,119
TOTAL CURRENT LIABILITIES	125,675	97,441	(93,081)		130,035
TOTAL LIABILITIES
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value, 50 million shares authorized; 27,653,245 and 27,469,245 shares outstanding at September 30, 2006 and December 31, 2005, respectively.	2,754	25,649	(750)	c	27,653
Common stock subscriptions receivable	-	-	-		-
Additional paid in capital	240,249	428,250	181,087	d	849,586
Deficit accumulated during the development stage	(246,750)	279,142)	246,750	e	(279,142)
TOTAL SHAREHOLDERS' EQUITY	(3,747)	174,757	427,087		598,097
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$     121,928	$    272,198	$     334,006		$      728,132

See accompanying notes to pro forma combined financial information.

1

CYBER LAW REPORTER, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

(unaudited)

	Cyber Law Reporter, Inc. as Reported	Exousia Corp. as Provided	Pro Forma Adjustments	Note 3	Consolidated Pro Forma
	As of September 30, 2006	As of September 30, 2006
REVENUES:
Operating revenues	$                  -	$                  -	$                  -		$                  -
Interest income	1,081	3	(1,081)	a	3
TOTAL REVENUES	1,081	3	(1,081)		3
OPERATING EXPENSES:
Compensation - officers and directors		69,714	-		69,714
Research and development expenses		31,661	-		31,661
Accounting and legal	6,250	5,580	-		11,830
General and administrative expenses	70	119,056	-		119,126
Depreciation and amortization	5,142	-	-		5,142
Interest expense	1,476	1,268	(1,081)	a	1,663
TOTAL OPERATING EXPENSES	12,938	227,279	(1,081)		239,136
NET LOSS	$        (11,857)	$      (227,276)	$                  -		$      (239,133)

See accompanying notes to pro forma combined financial information.

1

CYBER LAW REPORTER, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM MAY 2, 2005 TO DECEMBER 31, 2005

(unaudited)

1

	Cyber Law Reporter, Inc. as Reported	Exousia Corp. as Provided	Pro Forma Adjustments	Note 4	Consolidated Pro Forma
	As of December 31, 2005	As of December 31, 2005
REVENUES:
Operating revenues	$                  -	$                  -	$                  -		$                  -
Other income		987	$                  -		987
Interest income	-	-	-		-
TOTAL REVENUES	-	987	-		987
OPERATING EXPENSES:
Compensation - officers and directors		1,000	-		1,000
Research and development expenses		27,167	-		27,167
Accounting and legal	6,513	300	2,578)	a	4,235
General and administrative expenses	2,118	24,386	(510)	a	25,994
Depreciation and amortization	-	-	-		-
Interest expense	-	-	-		-
TOTAL OPERATING EXPENSES	8,631	52,853	(3,088)		58,396
NET LOSS	$          (8,631)	$        (51,866)	$            3,088		$        (57,409)
See accompanying notes to pro forma combined financial information.

Cyber Law Reporter, Inc.

Notes to Pro Forma Condensed Combined Financial Information

(Unaudited)

NOTE 1 – DESCRIPTION OF TRANSACTION

On December 31, 2006, Cyber Law Reporter, Inc. (“Cyber Law” or “the Company”) acquired Exousia Corp (“Exousia”), a Houston, Texas based manufacturer and distributor of proprietary-engineered resins, additives and specialty products for commercial and manufacturing applications.  

The transaction was effected by exchanging, on a one-to-one basis, 24,899,245 shares between Cyber Law Reporter, Inc. and the shareholders of Exousia.  This represents all of the issued and outstanding shares of Exousia and approximately 90% of the issued and outstanding shares of Cyber Law, resulting in a change of control of the Company commonly known as a reverse merger (“the merger”).

NOTE 2 – UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET

The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2006 gives effect to the acquisition as if it had occurred on September 30, 2006.  Under purchase accounting, the purchase price is allocated to assets acquired and liabilities assumed based on their relative fair values.  The entire unallocated amount of the purchase price was allocated to Goodwill.

The following information on the components and allocation of the purchase price is based on Cyber Law’s preliminary evaluation and review of the assets acquired and liabilities assumed and may change as those evaluations and reviews are completed.  

The following adjustments have been reflected in the Unaudited Pro Forma Condensed Combined Balance Sheet:

a.	Eliminates the inter-company note receivable from Exousia Corp. and the note payable to Cyber Law Reporter in consolidation.
b.	Reclassification of related party payables to non-related party payables after merger and change in control.
c.	Represents 750,000 shares of Exousia Corp. that were outstanding as of September 30, 2006, but were cancelled prior to the merger and no shares of Cyber Law Reporter, Inc. were issued for these shares.
d.	Represents the following parts of the merger transaction: Removal of the additional paid-in capital of Cyber Law Reporter, Inc.  $      (246,750)

Goodwill recorded for net value if public shell acquired

           427,087

Shares of Exousia Corp. cancelled after September 30, 2006

             750    

 $        181,097

e. Elimination of Cyber Law Reporter, Inc. deficit accumulated in the development stage.

NOTE 3 – UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006

	Statement of Operations for the Nine Months Ended September 30, 2006 Adjustment Explanations
a.	Elimination of interest income and interest expense from note receivable/payable.

NOTE 4 – UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 2, 2005 TO DECEMBER 31, 2005

	Statement of Operations for the Period from Inception (May 20, 2005) to December 31, 2005 Adjustment Explanations
a.	To eliminate expense transactions of Cyber Law Reporter, Inc. that occurred prior to May 2, 2005.

1

PART III

INDEX TO EXHIBITS

Item 1:

Index to Exhibits

Exhibit 10.5 Stock Exchange Agreement between Cyber Law Reporter, Inc. and Exousia Corp., December 31, 2006

Exhibit 20.1 Audited Financial Statements of Exousia Corp.

Exhibit 20.2 Audit Report for Exousia Corp.

Item 2:

Description of Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 5, 2007

___//s// Wayne Rodrigue_________

Chairman

___//s// Lane Brindley___________

President

___//s// Brenda Rodrigue_________

Principal Chief Accounting Officer

1

EX-1

Unknown;

STOCK EXCHANGE AGREEMENT

Between

CYBER LAW REPORTER, INC.

A Texas corporation

And

EXOUSIA CORP.

A Nevada corporation

Dated as of December 31, 2006

42

TABLE OF CONTENTS

PAGE

1.1

Exchange of Shares

8

1.2

No Fractional Shares

8

1.3

CYLW Shares

8

1.4

Closing

8

2. SALE AND PURCHASE OF SHARES

8

2.1

Sale and Purchase of Shares

8

2.2

Purchase Price

8

2.3

Taxes

8

3. REPRESENTATIONS AND WARRANTIES OF EXOUSIA.

9

3.1

Due Organization; No Subsidiaries; Etc

9

3.2

Certificate of Incorporation and Bylaws; Records

9

3.3

Capitalization, Etc

10

3.4

Financial Statements

11

3.5

Absence of Changes

11

3.6

Title to Assets

13

3.7

Bank Accounts

13

3.8

Receivables; Major Customers

13

3.9

Inventory

14

3.10

Equipment, Etc

14

3.11

Real Property

14

3.12

Proprietary Assets

15

3.13

Contracts

16

3.14

Liabilities; Major Suppliers

17

3.15

Compliance With Legal Requirements

17

3.16

Governmental Authorizations

18

3.17

Tax Matters

19

3.18

Employee and Labor Matters

20

3.19

Benefit Plans; ERISA

21

3.20

Environmental Matters

21

3.21

Sale of Products; Performance of Services

22

3.22

Insurance

23

3.23

Related Party Transactions

24

3.24

Certain Payments, Etc

24

3.25

Proceedings; Orders

25

3.26

Authority; Binding Nature of Agreements.

26

3.27

Non-Contravention; Consents

26

3.28

Full Disclosure

27

3.29

No Other Representations or Warranties.

27

4. REPRESENTATIONS AND WARRANTIES OF CYLW

27

4.1

Due Organization

27

4.2

Authority; Binding Nature of Agreements

27

4.3

Non-Contravention; Consents

28

4.4

Capitalization, Etc

28

4.5

Financial Statements

29

4.6

No Adverse Change

29

4.8

Proceedings

29

4.8

Brokers

29

4.9

No Other Representations or Warranties

29

42

5. PRE-CLOSING COVENANTS OF EXOUSIA

29

5.1

Access and Investigation

29

5.2

Operation of Business

30

5.3

Filings and Consents

31

54

Notification; Updates to Disclosure Schedule

32

5.5

No Negotiation

33

5.6

Best Efforts

33

5.7

Confidentiality

33

6. PRE-CLOSING COVENANTS OF CYLW

33

6.1

CYLW shall ensure that, during the Pre-Closing Period

35

7. CONDITIONS PRECEDENT TO CYLW'S OBLIGATION TO CLOSE.

33

7.1

Satisfactory Completion of Pre-Acquisition Review

33

7.2

Accuracy of Representations

34

7.3

Performance of Obligations

34

7.4

Approval of CYLW's Board of Directors; Consents

34

7.5

No Material Adverse Change

34

7.6

Closing Documents

34

7.7

No Proceedings

35

7.8

No Claim Regarding Stock Ownership or Sale Proceeds

36

7.9

No Prohibition

35

8. CONDITIONS PRECEDENT TO EXOUSIA'S OBLIGATION TO CLOSE

35

8.1

Accuracy of Representations

35

8.2

CYLW's Performance

35

8.3

Closing Documents

35

42

9. TERMINATION

36

9.1

Termination Events

36

9.2

Termination Procedures

36

9.3

Effect of Termination

36

10. INDEMNIFICATION, ETC

37

10.1

Survival of Representations and Covenants

37

10.2

Indemnification by Exousia

37

10.3

Indemnification by CYLW

38

11. MISCELLANEOUS PROVISIONS

38

11.1

Further Assurances

38

11.2

Fees and Expenses

38

11.3

Attorneys' Fees

39

11.4

Notices

39

11.5

Publicity

39

11.6

Time of the Essence

40

11.7

Headings

40

11.8

Counterparts

40

11.9

Governing Law; Venue

40

11.10

Successors and Assigns

40

11.11

Remedies Cumulative; Specific Performance

41

11.12

Waiver

41

11.13

Amendments

41

11.14

Severability

41

11.15

Parties in Interest

41

11.16

Entire Agreement

41

11.17 Construction

42

11.18 Negotiation of Disputes

42

EXHIBITS

Exhibit A:  Certain Definitions

Exhibit B:  Selling Shareholders Address List

Exhibit C:  Opinion Letter

42

CYBER LAW REPORTER, INC.,

EXOUSIA CORP.

STOCK EXCHANGE AGREEMENT

THIS STOCK EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of December 31, 2006, by and among CYBER LAW REPORTER, INC., a Texas corporation (“CYLW”), and EXOUSIA CORP., a Nevada corporation (“Exousia”).

RECITALS

A.

The shareholders of Exousia ("Selling Shareholders") own or will own as of the Closing 24,899,245 shares of the Common Stock of Exousia (the "Shares"), which will constitute all of the issued and outstanding common stock of Exousia as of the Closing.

B.

Exousia and its Selling Shareholders wish to exchange with CYLW a total of 24,899,245 shares of Exousia, all of the issued and outstanding shares of the Exousia, for 24,899,245 shares of common stock of CYLW (the "Exchange") pursuant to the terms of this Agreement.  Cyber Law shall have no more than 3,534,000 shares issued and outstanding on the date of closing including the 2,570,000 shares disclosed in the Letter of Intent, 600,000 additional shares authorized through the agreement of the Parties and 364,000 shares issued as an equity incentive to investors purchasing debt instruments from CYLW for investment in Exousia during the term of the LOI.  The cost of the 2006 audit shall be the responsibility of the post merger company and CYLW shall have no more than $40,000 in current payables (not including the convertible debt securities) outstanding on the Date of Closing.

C.

It is understood and agreed that, in addition to the shares described above, the following shares will be authorized, reserved and approved for future issuance:

(i)

Pursuant to an agreement between the parties, CYLW sold convertible debt instruments with a conversion right to common stock currently at the last price of equity sold prior to the date of exercise in the amount of $182,000. Subsequent to the merger, these Debt Holders will retain conversion rights and Exousia shall honor the debt obligations as set forth in the debt agreements.

(ii)

Prior to Closing, the Parties have executed a Promissory Note payable to Goldbridge Consulting, LLC in the amount of $480,000 for consulting services performed prior to the date of the merger.  The Note contains a forced conversion clause which requires that it be converted to common stock at a value of $1.00 per share upon the date at which the common stock of CYLW has traded at $1 or more for 20 consecutive days.

D.

The boards of the CYLW and Exousia have, respectively approved the transaction contemplated in this Agreement.

The parties to this Agreement agree as follows:

1.    EXCHANGE OF SHARES TRANSACTION

      1.1

Exchange of Shares.   At the Closing, the Exousia and its Selling Shareholders shall exchange, assign, transfer and deliver to CYLW a total of 24,899,245 of the Shares of Exousia (the "Exchanged Shares") to CYLW, and CYLW shall exchange and deliver to the Selling Shareholders a total of 24,899,245 shares of common stock, $.001 par value, of CYLW (the "CYLW Shares"), on the terms and subject to the conditions set forth in this Agreement.   Each of the Selling Shareholders will exchange with CYLW all of the total Shares owned by such Selling Shareholder.

      1.2

No Fractional Shares.  No fractional shares of CYLW common stock shall be issued in the exchange with CYLW, and no certificates for any such fractional shares shall be issued.  In lieu of such fractional shares, any Selling Shareholder who would otherwise be entitled to receive a fraction of a share of CYLW common stock (after aggregating all fractional shares of CYLW Shares issuable to such holder) shall be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by $1.00.

      1.3

CYLW Shares. The CYLW Shares shall have the voting and other rights set forth in the Articles of Incorporation, as amended, and the Bylaws of CYLW.   In addition, each CYLW Share shall be subject to the restrictions on transfer that apply to each share acquired in a transaction that is not exempt from the registration requirements of the Securities Act.

      1.4

Closing. The closing of the Exchange and the closing of the purchase and sale of the Purchased Shares (as defined in Section 2.1) in accordance with Section 1.4 (the "Closing") shall take place at the offices of Goldbridge Capital, LLC, 1240 Blalock Road, Ste. 150, Houston, Texas 77055 at 10:00 a.m. on December 31, 2006 or the date two business days following the satisfaction of all conditions to the Closing (or at such other place or time as CYLW and Exousia may jointly designate).  For purposes of this Agreement: "Scheduled Closing Time" shall mean the time and date as of which the Closing is required to take place pursuant to this Section 1.4; and "Closing Date" shall mean to the time and date as of which the Closing actually takes place.  At the Closing, the Selling Shareholders shall deliver to CYLW all right title and interest to the Exchanged Shares, d uly endorsed and CYLW shall deliver to each Selling Shareholder, as soon as reasonably practical following the Closing, stock certificates for the CYLW Shares issuable to each such Selling Shareholder.

2.    SALE AND PURCHASE OF SHARES.

      2.1

Sale and Purchase of Shares.  At the Closing, the Selling Shareholders shall sell, assign, transfer and deliver a total of 24,899,245 Shares (the "Purchased Shares") to CYLW and CYLW shall purchase the Purchased Shares from the Selling Shareholders, on the terms and subject to the conditions set forth in this Agreement.  Each of the Selling Shareholders will sell to CYLW all of the total Shares owned by such Selling Shareholder.  

      2.2     Purchase Price.  At the Closing, CYLW shall issue and deliver a total of 24,899,245 shares to the Selling Shareholders on the terms and subject to the conditions set forth in this Agreement in exchange for the 24,899,245 shares delivered to CYLW at the Closing by the Selling Shareholders.

      2.3     Taxes.  CYLW shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of capital stock of Exousia pursuant to this Agreement such amounts as CYLW or Exousia may be required to deduct or withhold therefrom under the Code or under any provision of state, local or foreign tax law (or, in the alternative, CYLW at its option may request tax information and other documentation so no withholding is necessary).  To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

3.    REPRESENTATIONS AND WARRANTIES OF EXOUSIA AND SELLING SHAREHOLDERS

      Except as set forth in the disclosure schedules attached hereto (each a "Schedule," and collectively, the "Disclosure Schedule"), as of the date of this Agreement and as of the Closing, Exousia represents and warrants, to and for the benefit of the Indemnitees, as follows:

      3.1

Due Organization; No Subsidiaries; Etc.

            (a) Exousia is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all necessary power and authority:

                  (i) to conduct its business in the manner in which its business is currently being conducted;

                  (ii) to own and use its assets in the manner in which its assets are currently owned and used; and

                  (iii) to perform its obligations under all Exousia Contracts.

            (b)  Exousia has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name.

            (c)  Exousia is not required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in Part 3.1 of the Disclosure Schedule.  Exousia is in good standing as a foreign corporation in each of the jurisdictions identified in Part 3.1 of the Disclosure Schedule.

            (d)  Part 3.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of Exousia's board of directors, (ii) the names of the members of each committee of Exousia's board of directors, and (iii) the names and titles of Exousia's officers.

            (e)  Neither Exousia nor any of its shareholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of Exousia or the winding up or cessation of Exousia's business or affairs.

            (f)  Except as set forth in Part 3.1 of the Disclosure Schedule, Exousia has no subsidiaries, and Exousia has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any Entity.  Exousia has not agreed and is not obligated to make any future investment in or capital contribution to any other Entity.

      3.2

Certificate of Incorporation and Bylaws; Records.

            (a) Exousia has delivered to CYLW accurate and complete copies of:

                  (i) Exousia's certificate of incorporation and bylaws, including all amendments thereto;

                  (ii) the stock records of Exousia; and

                  (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of Exousia, the board of directors of Exousia and all committees of the board of directors of Exousia.

      There have been no officially called and noticed meetings or other proceedings of the shareholders of Exousia, the board of directors of Exousia or any committee of the board of directors of any of Exousia that are not fully reflected in such minutes or other records.

            (b) There has not been any violation of any of the provisions of Exousia's certificate of incorporation or bylaws or of any resolution adopted by Exousia's shareholders, Exousia's board of directors or any committee of Exousia's board of directors; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation.

            (c) The books of account, stock records, minute books and other records of Exousia are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with sound and prudent business practices. All of the records of Exousia are in the actual possession and direct control of Exousia.  Exousia has in place an adequate and appropriate system of internal controls which is at least as comprehensive and effective as the systems of internal controls customarily maintained by comparable entities.

      3.3

Capitalization, Etc.

            (a) The authorized capital stock of Exousia consists of:

                  (i) 50,000,000 shares of common stock, par value $.001.  5,000,000 shares of Preferred Stock, par value $.001.    24,899,245  shares have been issued and are outstanding as of the date of this Agreement.   No additional shares have or will be issued by Exousia prior to the Closing Date.  No preferred stock has been issued.

                  (ii) CYLW will acquire at the Closing, good and valid title to the Exchanged Shares free and clear of any Encumbrances.    All of such Shares are owned by the Selling Shareholders in the amounts indicated on the Schedule of Shareholders attached as Part 3.3(a) and are being sold to CYLW hereunder.

            (b) All of the Exchanged Shares (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable, (iii) were issued in compliance with any applicable preemptive or similar rights and (iv) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements and in compliance with all applicable Contracts.  

            (c) Except as set forth in Part 3.3 of the Disclosure Schedule, there is no:

                  (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Exousia;

                  (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Exousia other than the conversion rights of the debenture holders as described above;

                  (iii) Contracts under which Exousia is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or

                  (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Exousia.

            (d) Except as set forth in Part 3.3 of the Disclosure Schedule, Exousia has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities.  All securities so reacquired by Exousia, if any, were reacquired in full compliance with the applicable provisions of the applicable state and Federal securities laws.

      3.4

Financial Statements.

            (a) Exousia has delivered to CYLW the following financial statements and notes (collectively, the "Exousia Financial Statements"):

                  (i) the unaudited balance sheet of Exousia as of September 30, 2006, and the related unaudited consolidated statements of operations, changes in shareholders' equity and cash flows of Exousia for the period.

            (b) All of the Exousia Financial Statements are accurate and complete in all material respects.  The financial statements and notes referred to in Section 3.4(a)(i) present fairly the financial position of Exousia as of September 30, 2006 and the results of operations, changes in shareholders' equity and cash

flows of Exousia.  The Exousia Financial Statements have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis throughout the periods covered.  

      3.5

Absence of Changes.  Except as set forth in Part 3.5 of the Disclosure Schedule, since September 30, 2006.

            (a) there has not been any material adverse change in Exousia's business, condition, assets, liabilities, operations, financial performance or net income (or in any aspect or portion thereof), and no event has occurred that might have a material adverse effect on Exousia's business, condition, assets,

liabilities, operations, financial performance or net income (or on any aspect or portion thereof);

            (b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of Exousia's assets (whether or not covered by insurance);

            (c) Exousia has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities;

            (d) Exousia has not sold or otherwise issued any shares of capital stock or any other securities other than the debentures mentioned above;

            (e) Exousia has not amended its certificate of incorporation or bylaws and has not effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

            (f) Exousia has not purchased or otherwise acquired any asset from any other Person, except for supplies and equipment acquired by Exousia in the Ordinary Course of Business;

            (g) Exousia has not leased or licensed any asset from any other Person that is either incorporated in any product or service sold by Exousia or that had lease or license payments that exceeded $25,000 other than in the ordinary course of business;

            (h) Exousia has not sold or otherwise transferred, and has not leased or licensed, any asset to any other Person except for products sold or licensed by Exousia from its inventory in the Ordinary Course of Business;

            (j) Exousia has not written off as uncollectible, or established any extraordinary reserve with respect to, any individual account receivable in an amount of more than $5,000 or other indebtedness owing to Exousia or collectively in an amount of more than $25,000;

            (k) Exousia has not pledged or hypothecated any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance;

            (l) Exousia has not made any loan or advance to any other Person;

            (m) Exousia has not (i) established or adopted any Employee Benefit Plan, or (ii) paid any bonus or made any profit-sharing or similar payment to any directors, officers or employees other than pursuant to Employee Benefit Plans that were established or adopted prior to September 30, 2006, in amounts consistent with prior bonus or profit-sharing amounts, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees;

            (n) Exousia has not entered into, and neither Exousia nor any of the assets owned or used by Exousia has become bound by, any Contract that is not an Excluded Contract;

            (o) no Contract by which Exousia or any of the assets owned or used by Exousia is or was bound, or under which Exousia has or had any rights or interest (other than an Excluded Contract), has been amended or terminated;

            (p) Exousia has not incurred, assumed or otherwise become subject to any Liability, other than accounts payable (of the type required to be reflected as current liabilities in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred by Exousia in the Ordinary Course of Business;

            (q) Exousia has not discharged any Encumbrance or discharged or paid any indebtedness or other Liability, except for accounts payable that (i) are reflected as current liabilities in the "liabilities" column of the unaudited Balance Sheet or have been incurred by Exousia since September 30, 2006 in the Ordinary Course of Business, and (ii) have been discharged or paid in the Ordinary Course of Business;

            (r) Exousia has not forgiven any debt or otherwise released or waived any material right or claim;

            (s) Exousia has not changed any of its methods of accounting or accounting practices in any respect;

            (t) Exousia has not entered into any transactions or taken any other action outside the Ordinary Course of Business; and

            (u) Exousia has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses "(c)" through "(t)" above.

      3.6

Title to Assets.

            (a) Exousia owns, and has good, valid and marketable title to, all assets purported to be owned by it, including:

                  (i) all assets reflected on the unaudited Balance Sheet (except for inventory sold by Exousia since September 30, 2006 in the Ordinary Course of Business);

                  (ii) all assets acquired by Exousia since inception  (except for inventory sold by Exousia in the Ordinary Course of Business);

                  (iii) all assets referred to in Parts 3.8, 3.10 and 3.12 of the Disclosure Schedule and all of Exousia's rights under Exousia Contracts; and

                  (iv) all other assets reflected in Exousia's books and records as being owned by Exousia.

      Except as set forth in Part 3.6 of the Disclosure Schedule, all of said assets are owned by Exousia free and clear of any Encumbrances except for any lien for Taxes that are not yet due and payable.

            (b) Part 3.6 of the Disclosure Schedule identifies all assets that are being leased or licensed to Exousia (except for any Proprietary Asset that is licensed to Exousia under any third party software license generally available to the public at a cost of less than $1,000 per copy).

      3.7

Bank Accounts.  Part 3.7 of the Disclosure Schedule accurately sets forth, with respect to each account maintained by or for the benefit of Exousia at any bank or other financial institution:

            (a) the name and location of the institution at which such account is maintained;

            (b) the name in which such account is maintained and the account number of such account;

            (c) a description of such account and the purpose for which such account is used;

            (d) the current balance in such account;

            (e) the rate of interest being earned on the funds in such account; and

            (f) the names of all individuals authorized to draw on or make withdrawals from such account.

      Except as provided in Part 3.7 of the Disclosure Schedule, there are no safe deposit boxes or similar arrangements maintained by or for the benefit of Exousia.

      3.8

Receivables; Major Customers.

            (a) Part 3.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of Exousia.

            (b) Except as set forth in Part 3.8 of the Disclosure Schedule, all existing accounts receivable of Exousia (including those accounts receivable reflected on the Unaudited Balance Sheet that have not yet been collected and those accounts receivable that have arisen since September 30, 2006 and have not yet been collected):

                  (i) represent valid obligations of customers of Exousia arising from bona fide transactions entered into in the Ordinary Course of Business; and

                  (ii) are current and expect to be collected in full (without any counterclaim or setoff, subject to write-offs for bad debt not to exceed the reserve for bad debt on the Interim Balance Sheet) or in the Ordinary Course of Business consistent with Exousia's historical collection experience.

            (c) No customer has accounted for more than 10% of Exousia annual revenues in any prior fiscal year.  

      3.9

Inventory.  Part 3.9 of the Disclosure Schedule provides an accurate and complete breakdown of all inventory (including raw materials, work in process and finished goods) of Exousia as of September 30, 2006. All of Exousia's existing inventory (including all inventory that is reflected on the Unaudited Balance Sheet and that has not been disposed of by Exousia since September 30:

            (a) is of such quality and quantity as to be usable and saleable by Exousia in the Ordinary Course of Business;

            (b) has been priced at the lower of cost or market value; and

            (c) is free of any material defect or deficiency that is not covered through a third party manufacturer's warranty.

      The inventory levels maintained by Exousia (i) are not excessive in light of Exousia's normal operating requirements, and (ii) are adequate for the conduct of Exousia's operations in the Ordinary Course of Business.

      3.10

Equipment, Etc.

            (a) Part 3.10 of the Disclosure Schedule accurately identifies all equipment, furniture, fixtures, improvements and other tangible assets (other than inventory) owned by Exousia. Part 3.10 also accurately identifies all tangible assets leased to Exousia.

            (b) Each asset identified or required to be identified in Part 3.10 of the Disclosure Schedule:

                  (i) is structurally sound, free of material defects and deficiencies and in good condition and repair (ordinary wear and tear excepted);

                  (ii) complies in all respects with, and is being operated and otherwise used in full compliance with, all applicable Legal Requirements; and

                  (iii) is adequate for the uses to which it is being put.

      The assets identified in Part 3.10 of the Disclosure Schedule are adequate for the conduct of Exousia's business in the manner in which such business is currently being conducted.

      3.11

Real Property. Exousia does not own any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 3.13 of the Disclosure Schedule. Part 3.11 of the Disclosure Schedule provides an accurate description of the premises covered by said leases and the facilities located on such premises.  Exousia enjoys peaceful and undisturbed possession of such premises.

      3.12

Proprietary Assets.

            (a) Part 3.12(a) of the Disclosure Schedule sets forth, with respect to each Proprietary Asset of Exousia registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Exousia Proprietary Asset, and (ii) the names of the

jurisdictions covered by the applicable registration or application.  Part 3.12(a) of the Disclosure Schedule identifies and provides a brief description of all other material Proprietary Assets owned by Exousia.  Part 3.12(a) of the Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to Exousia by any Person (except for any Proprietary Asset that is licensed to Exousia under any third party software license generally available to the public at a cost of less than $1,000 per copy), and identifies the license agreement under which such Proprietary Asset is being licensed to Exousia. Except as set forth in Part 3.12(a) of the Disclosure Schedule, Exousia has good, valid and marketable title to all of the Proprietary Assets used in its business free and clear of all liens and other Encumbrances, and has a valid right (contractual or otherwise) to use all Proprietary Asset s identified in Part 3.12(a) of the Disclosure Schedule. Except as set forth in Part 3.12(a) of the Disclosure Schedule, Exousia is not obligated to make any payment to any Person for the use of any Proprietary Asset. Except as set forth in Part 3.12(a) of the Disclosure Schedule, Exousia has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights.

            (b) Exousia has taken all commercially reasonable measures and precautions to protect and maintain the confidentiality and secrecy of all Proprietary Assets (except Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Proprietary Assets.  Except as set forth in Part 3.12(a) of the Disclosure Schedule, Exousia has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person of, (i) the source code, or any portion or aspect of the source code, of any Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Proprietary Asset.

            (c) None of the Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person except for any inadvertent infringement of which Exousia is unaware that does not impose any material liability on Exousia or cause Exousia to spend any material amount to replace any

Proprietary Assets. Exousia is not infringing, misappropriating or making any unlawful use of, and Exousia has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the Knowledge of Exousia, no other Person is infringing, misappropriating or making any unlawful use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset.

            (d) Except as set forth in Part 3.12(d) of the Disclosure Schedule:

(i) each Proprietary Asset conforms in all material respects with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of Exousia; and (ii) during the last 24 months, there has not been any material claim by any customer or other Person alleging that any Proprietary Asset (including each version thereof that has ever been licensed or otherwise made available by Exousia to any Person) does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of Exousia other than reports of programming errors that (x) occur or are experienced from time to time by customers using Exousia's products in a unique or custom fashion, (y) have been resolved or are resolvable through Exousia's help desk (without the devotion of material additi onal resources) and (z) are consistent with the experience of Comparable Entities, and, to the knowledge of Exousia, there is no basis for any such claim.

            (e) Proprietary Assets constitute all the Proprietary Assets necessary to enable Exousia to conduct its business in the manner in which such business has been and is being conducted.  Except as set forth in Part 3.12(e) of the Disclosure Schedule, (i) Exousia has not licensed any of its Proprietary Assets to any Person on an exclusive basis, and (ii) Exousia has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any of its Proprietary Assets or to transact business in any market or geographical area or with any Person.

            (f) Except as disclosed in Part 3.12 of the Disclosure Schedule, all Proprietary Assets of Exousia do not and will not contain any viruses, which shall mean any computer code designed to disrupt, disable, harm, or otherwise impede in any manner, the operation of the computer program, or any other associated software, firmware, hardware, or network (including local area or wide-area networks), in a manner not intended by the creator(s) of such software, firmware, hardware, or network.

      3.13

Contracts.

            (a) Part 3.13 of the Disclosure Schedule identifies and provides an accurate and complete description of each Exousia Contract, except for any Excluded Contract.  Exousia has delivered to CYLW accurate and complete copies of all Exousia Contracts identified in Part 3.13 of the Disclosure Schedule,

including all amendments thereto.

            (b) Each Exousia Contract is valid and in full force and effect, and is enforceable by Exousia in accordance with its terms. No Exousia Contract contains any term or provision that is extraordinary for similar types of commercial contracts or licenses.

            (c) Except as set forth in Part 3.13 of the Disclosure Schedule:

                  (i) Exousia has not violated or breached, or declared or committed any default under, any Exousia Contract and to Exousia's Knowledge, no other Person has violated, breached or committed any default under any Exousia Contract;

                  (ii) no event has occurred, and no circumstance or condition exists, that reasonably might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Exousia Contract by Exousia or, to Exousia's Knowledge by any Person other than Exousia, (B) give any Person (other than Exousia) the right to declare a default or exercise any remedy under any Exousia Contract, (C) give any Person (other than Exousia) the right to accelerate the maturity or performance of any Exousia Contract, or (D) give any Person (other than Exousia) the right to cancel, terminate or modify any Exousia Contract;

                  (iii) Exousia has not received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Exousia Contract; and

                  (iv) Exousia has not waived any of its rights under any Exousia Contract.

            (d) To the Knowledge of Exousia, none of its customers under existing Exousia Contracts is insolvent or unable to satisfy its current or future monetary obligations and other obligations and Liabilities to Exousia.

            (e) Except as set forth in Part 3.13 of the Disclosure Schedule:

                  (i) Exousia has never guaranteed or otherwise agreed to cause, insure or become liable for, and Exousia has never pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person; and

                  (ii) Exousia has never been a party to or bound by (A) any joint venture agreement, partnership agreement, profit-sharing agreement, cost-sharing agreement, loss-sharing agreement or similar Contract, or (B) any Contract that creates or grants to any Person, or provides for the creation or grant of, any stock appreciation right, phantom stock right or similar right or interest.

            (f) The performance of the Exousia Contracts will not result in any violation of or failure to comply with any material Legal Requirement.

            (g) No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Exousia under any Exousia Contract or any other term or provision of any Exousia Contract.

            (h) The Contracts identified in Part 3.13 of the Disclosure Schedule and the Excluded Contracts collectively constitute all of the Contracts necessary to enable Exousia to conduct its business in the manner in which its business is currently being conducted.

            (i) Part 3.13 of the Disclosure Schedule identifies and provides an accurate and complete description of each proposed Contract as to which any bid, offer, award, written proposal, term sheet or similar document has been submitted or received by Exousia since inception.

      3.14

Liabilities; Major Suppliers.

            (a) Exousia has no Liabilities, except for:

                  (i) liabilities identified as such in the "liabilities" column of the Unaudited Balance Sheet;

                  (ii) accounts payable (of the type required to be reflected as current liabilities in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred by Exousia in the Ordinary Course of Business since September 30, 2006; and

                  (iii) Exousia's obligations under the Contracts listed in Part 3.13 of the Disclosure Schedule and under Excluded Contracts, to the extent that the existence of such obligations is ascertainable solely by reference to such Contracts.

            (b) Part 3.14 of the Disclosure Schedule:

                  (i) provides an accurate and complete breakdown and aging of Exousia's accounts payable; prepaid customer deposits held by Exousia, and long-term debts;

            (c) Exousia has not paid, and Exousia is not and will not become liable for the payment of, any fees, costs or expenses of any finder, broker or agent related to this transaction.

      3.15

Compliance With Legal Requirements.

            (a) Except as set forth in Part 3.15 of the Disclosure Schedule:

                  (i) Exousia is in material compliance with each Legal Requirement that is applicable to it or to the conduct of its business or the ownership or use of any of its assets;

                  (ii) Exousia has at all times been in material compliance with each Legal Requirement that is or was applicable to it or to the conduct of its business or the ownership or use of any of its assets;

                  (iii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by Exousia of, or a failure on the part of Exousia to comply with, any material Legal Requirement; and

                  (iv) Exousia has never received, at any time, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (ii) any actual, alleged, possible or potential obligation on the part of Exousia to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature.

            (b) Exousia has delivered to CYLW an accurate and complete copy of each report, study, survey or other document in Exousia's possession or if not in Exousia's possession of which it is aware and to which Exousia has access that addresses or otherwise relates to the compliance of Exousia with, or the applicability to Exousia of, any Legal Requirement.

            (c) To the Knowledge of Exousia, no Governmental Body has proposed or is considering any Legal Requirement that, if adopted or otherwise put into effect, (i) may have an adverse effect on Exousia's business, condition, assets, liabilities, operations, financial performance, net income or prospects or on the ability of Exousia to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise precluding any of the Transactions.

      3.16

Governmental Authorizations.

            (a) Part 3.16 of the Disclosure Schedule identifies:

                  (i) each Governmental Authorization that is held by Exousia; and

                  (ii) each other Governmental Authorization that, to the Knowledge of Exousia and the Selling Shareholders, is held by any of Exousia's employees is necessary in connection with Exousia's business.

      Exousia has delivered to CYLW accurate and complete copies of all of the Governmental Authorizations identified in Part 3.16 of the Disclosure Schedule, including all renewals thereof and all amendments thereto.  Each Governmental Authorization identified or required to be identified in Part 3.16 of the Disclosure Schedule is valid and in full force and effect.

            (b) Except as set forth in Part 3.16 of the Disclosure Schedule:

                  (i) Exousia and its employees are and have at all times been, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.16 of the Disclosure Schedule;

                  (ii) no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any material term or requirement of any Governmental Authorization identified or required to be identified in Part 3.16 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, termination or modification of any Governmental Authorization identified or required to be identified in Part 3.16 of the Disclosure Schedule;

                  (iii) Exousia has never received, and, to the Knowledge of Exousia, no employee of Exousia has ever received, any notice or other communication (in writing or otherwise) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification of any

Governmental Authorization; and

                  (iv) all applications required to have been filed for the renewal of the Governmental Authorizations required to be identified in Part 3.16 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and each other notice or filing required to have been given or made with respect to such Governmental Authorizations has been duly given or made on a timely basis with the appropriate Governmental Body.

            (c) The Governmental Authorizations identified in Part 3.16 of the Disclosure Schedule constitute all of the Governmental Authorizations necessary (i) to enable Exousia to conduct its business in the manner in which its business is currently being conducted, and (ii) to permit Exousia to own and use its

assets in the manner in which they are currently owned and used.

      3.17

Tax Matters.

            (a) Each Tax required to have been paid, or claimed by any Governmental Body to be payable, by Exousia (whether pursuant to any Tax Return or otherwise) has been duly paid in full or on a timely basis. Any Tax required to have been withheld or collected by Exousia has been duly withheld and collected; and (to the extent required) each such Tax has been paid to the appropriate Governmental Body.

            (b) Part 3.17 of the Disclosure Schedule accurately identifies all Tax Returns required to be filed by or on behalf of Exousia with any Governmental Body with respect to any taxable period beginning January 1, 2005 and ending on or before the Closing Date ("Exousia Returns"). All Exousia Returns (i) have been or will be filed when due, and (ii) have been, or will be when filed, accurately and completely prepared in compliance with all applicable Legal Requirements. All amounts shown on the Exousia Returns to be due on or before the Closing Date, and all amounts otherwise payable in connection with the Exousia Returns on or before the Closing Date, have been or will be paid on or before the Closing Date. Exousia has delivered to CYLW accurate and complete copies of all Exousia Returns filed since inception.

            (c) The Exousia Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with GAAP.  

            (d) Except as set forth in Part 3.17 of the Disclosure Schedule, no claim or other Proceeding is pending or has been threatened against or with respect to Exousia in respect of any Tax. There are no unsatisfied Liabilities for Taxes (including liabilities for interest, additions to tax and penalties thereon and related expenses) with respect to any notice of deficiency or similar document received by Exousia.

            (e) There is no agreement, plan, arrangement or other Contract covering any employee or independent contractor or former employee or independent contractor of Exousia that, individually or collectively, could give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code.  Exousia is not, and has never been, a party to or bound by any tax indemnity agreement, tax sharing agreement, tax allocation agreement or similar Contract.

      3.18

Employee and Labor Matters.

            (a) Part 3.18 of the Disclosure Schedule accurately sets forth, with respect to each employee of Exousia (including any employee of Exousia who is on a leave of absence or on layoff status):

                  (i) the name of such employee and the date as of which such employee was originally hired by Exousia;

                  (ii) such employee's title, and a description of such employee's duties and responsibilities;

                  (iii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from Exousia;

                  (iv) such employee's annualized compensation as of the date of this Agreement;

                  (v) each Current Benefit Plan in which such employee participates or is eligible to participate; and

                  (vi) any Governmental Authorization that is held by such employee and that is necessary in connection with Exousia's business.

            (b) Part 3.18 of the Disclosure Schedule accurately identifies each former employee of Exousia who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from Exousia or otherwise) relating to such former employee's employment with Exousia; and Part 3.18 of the Disclosure Schedule accurately describes such benefits.

            (c) Except as set forth in Part 3.18 of the Disclosure Schedule, Exousia is not a party to or bound by, and Exousia has never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract.

            (d) The employment of each of Exousia's employees is terminable by Exousia at will. Exousia has delivered to CYLW accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of Exousia, if any.

            (e) To the Knowledge of Exousia:

                  (i) no employee of Exousia intends to terminate his employment with Exousia;

                  (ii) no employee of Exousia has received an offer to join a business that may be competitive with Exousia's business; and

                  (iii) no employee of Exousia is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have a material adverse effect on (A) the performance by such employee of any of his duties or responsibilities as an employee of Exousia, or (B) Exousia's business or operations.

            (f) Exousia is not engaged, and has never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting Exousia or any of their employees. There is not now pending, and no

Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute.

      3.19

Benefit Plans; ERISA.

            (a) Part 3.19 of the Disclosure Schedule identifies and provides an accurate description of each Current Benefit Plan, if any, and each Past Benefit Plan. Exousia has never established, adopted, maintained, sponsored, contributed to, participated in or incurred any Liability with respect to any Employee Benefit Plan, except for Company Plans identified in Part 3.19 of the Disclosure Schedule; and Exousia has never provided or made available any fringe benefit or other benefit of any nature to any of its employees, except as set forth in Part 3.19 of the Disclosure Schedule.

            (b) Each Current Benefit Plan is being operated and administered in compliance in all material respects with the provisions thereof, and each Company Plan has at all times been operated and administered in compliance in all material respects with the provisions thereof.  Each contribution or other payment that is required to have been accrued or made under or with respect to any Company Plan has been duly accrued and made on a timely basis.

            (c) Except as set forth in Part 3.19 of the Disclosure Schedule, Exousia has not advised any of its employees (in writing or otherwise) that it intends or expects to establish or sponsor any Employee Benefit Plan or to provide or make available any fringe benefit or other benefit of any nature in the future.

      3.20

Environmental Matters.

            (a) Exousia is not liable or potentially liable for any response cost or natural resource damages under Section 107(a) of CERCLA, or under any other so-called "superfund" or "superlien" law or similar Legal Requirement, at or with respect to any site.

            (b) None of the Companies has ever received any notice or other communication (in writing or otherwise) from any Governmental Body or other Person regarding any actual alleged, possible or potential Liability arising from or relating to the presence, generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release, emission or disposal of any Hazardous Material. No Person has ever commenced or threatened to commence any contribution action or other Proceeding against Exousia in connection with any such actual, alleged, possible or potential Liability; and no event has occurred, and no condition or circumstance exists, that may directly or indirectly give rise to, or result in Exousia becoming subject to, any such Liability.

            (c) Except as set forth in Part 3.20 of the Disclosure Schedule, Exousia has never generated, manufactured, produced, transported, imported, used, treated, refined, processed, handled, stored, discharged, released or disposed of any Hazardous Material (whether lawfully or unlawfully).  Except as set forth in Part 3.20 of the Disclosure Schedule, Exousia has never permitted (knowingly or otherwise) any Hazardous Material to be generated, manufactured, produced, used, treated, refined, processed, handled, stored, discharged, released or disposed of (whether lawfully or unlawfully):

                  (i) on or beneath the surface of any real property that is, or that has at any time been, owned by, leased to, controlled by or used by Exousia;

                  (ii) in or into any surface water, groundwater, soil or air associated with or adjacent to any such real property; or

                  (iii) in or into any well, pit, pond, lagoon, impoundment, ditch, landfill, building, structure, facility, improvement, installation, equipment, pipe, pipeline, vehicle or storage container that is or was located on or beneath the surface of any such real property or that is or has at any time been owned by, leased to, controlled by or used by Exousia.

            (d) All property that is owned by, leased to, controlled by or used by Exousia, and all surface water, groundwater, soil and air associated with such property:

                  (i) is free of any Hazardous Material and any harmful chemical or physical conditions; and

                  (ii) is free of any material environmental contamination of any nature.

            (e) Each storage tank or other storage container, if any, that is or has been owned by, leased to, controlled by or used by Exousia, or that is located on or beneath the surface of any real property owned by, leased to, controlled by or used by Exousia:

                  (i) is in sound condition; and

                  (ii) has been demonstrated by accepted testing methodologies to be free of any corrosion or leaks.

      3.21

Sale of Products; Performance of Services.

            (a) Each product that has been sold by Exousia and each service that has been performed by any Exousia for any Person:

                  (i) conformed and complied in all in all material respects with the terms and requirements of any applicable warranty or other Contract and with all applicable Legal Requirements; and

                  (ii) was free of any design defects, programming errors, construction defects or other defects or deficiencies at the time of sale other than programming errors that (x) occur or are experienced from time to time by customers using Exousia's products in a unique or custom fashion, (y) have been resolved or are resolvable through Exousia's help desk (without the devotion of material additional resources) and (z) are consistent with the experience of Comparable Entities. All design integration services, repair services, technical, maintenance and other services that have been performed by the Companies were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts and with all applicable Legal Requirements.

            (b) Exousia will not incur or otherwise become subject to any Liability arising directly or indirectly from any product manufactured or sold, or any services performed by Exousia on or at any time prior to the Closing Date except for claims made on warranties in any Contracts entered into prior to the Closing Date which shall not in the aggregate exceed the warranty reserve on the Closing Balance Sheet.

            (c) No product manufactured or sold by Exousia has been the subject of any recall or other similar action; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for any such recall or other similar action relating to any such product.

            (d) Except as set forth in Part 3.21 of the Disclosure Schedule, no customer or other Person has ever asserted or threatened to assert any material claim against Exousia (i) under or based upon any warranty provided by or on behalf of Exousia, or (ii) under or based upon any other warranty relating to any product sold by Exousia or any services performed by Exousia. To the Knowledge of Exousia, no event has occurred, and no condition or circumstance exists, that reasonably might (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for the assertion of any such claim.

            (e) Exousia has in place and at all times has had in place, an adequate and appropriate quality control system that is at least as comprehensive and effective as the quality control systems customarily

maintained by Comparable Entities.

      3.22

Insurance.

            (a) Part 3.22 of the Disclosure Schedule accurately sets forth, with respect to each insurance policy maintained by or at the expense of, or for the direct or indirect benefit of, Exousia:

                  (i) the name of the insurance carrier that issued such policy and the policy number of such policy;

                  (ii) whether such policy is a "claims made" or an "occurrences" policy;

                  (iii) a description of the coverage provided by such policy and the material terms and provisions of such policy (including all applicable coverage limits, deductible amounts and co-insurance arrangements and any non-customary exclusions from coverage);

                  (iv) the annual premium payable with respect to such policy, and the cash value (if any) of such policy; and

                  (v) a description of any claims pending, and any claims that have been asserted in the past, with respect to such policy.  

      Part 3.22 also identifies (1) each pending application for insurance that has been submitted by or on behalf of Exousia, and (2) each self-insurance or risk-sharing arrangement affecting Exousia or any of its assets. Exousia has delivered to CYLW accurate and complete copies of all of the insurance policies identified in Part 3.22 of the Disclosure Schedule (including all renewals thereof and endorsements thereto) and all of the pending applications identified in Part 3.22 of the Disclosure Schedule.

            (b) Each of the policies identified in Part 3.22 of the Disclosure Schedule is valid, enforceable and in full force and effect. All of the information contained in the applications submitted in connection with said policies was (at the times said applications were submitted) accurate and complete, and all premiums and other amounts owing with respect to said policies have been paid in full on a timely basis. The nature, scope and dollar amounts of the insurance coverage provided by said policies are sufficient to adequately

insure Exousia's business, assets, operations, key employees, services and potential liabilities.

            (c) Except as set forth in Part 3.22 of the Disclosure Schedule, there is no pending claim under or based upon any of the policies identified in Part 3.22 of the Disclosure Schedule; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for any such claim.

            (d) Exousia has not received:

                  (i) any notice or other communication (in writing or otherwise) regarding the actual or possible cancellation or invalidation of any of the policies identified in Part 3.22 of the Disclosure Schedule or regarding any actual or possible adjustment in the amount of the premiums payable with respect to any of said policies;

                  (ii) any notice or other communication (in writing or otherwise) regarding any actual or possible refusal of coverage under, or any actual or possible rejection of any claim under, any of the policies identified in Part 3.22 of the Disclosure Schedule; or

                  (iii) any indication that the issuer of any of the policies identified in Part 3.22 of the Disclosure Schedule may be unwilling or unable to perform any of its obligations thereunder.

      3.23

Related Party Transactions. Except as set forth in Part 3.23 of the Disclosure Schedule:

            (a) no Related Party has, and no Related Party has at any time since September 30, 2006 had, any direct or indirect interest of any nature in any asset used in or otherwise relating to the business of Exousia;

            (b) no Related Party is, or has at any time since September 30, 2006 been, indebted to Exousia;

            (c) since September 30, 2006, no Related Party has entered into, or has had any direct or indirect financial interest in, any Contract, transaction or business dealing of any nature involving Exousia;

            (d) no Related Party is competing, or has at any time since September 30, 2006 competed, directly or indirectly, with Exousia in any market served by Exousia;

            (e) no Related Party has any claim or right against Exousia; and

            (f) no event has occurred, and no condition or circumstance exists, that reasonably might (with or without notice or lapse of time) directly or indirectly give rise to or serve as a basis for any claim or right in favor of any Related Party against Exousia.

      3.24

Certain Payments, Etc. Neither Exousia, nor any officer, employee, agent or other Person  associated with or acting for or on behalf of Exousia, has at any time, directly or indirectly:

            (a) used any corporate funds (i) to make any unlawful political contribution or gift or for any other unlawful purpose relating to any political activity, (ii) to make any unlawful payment to any governmental official or employee, or (iii) to establish or maintain any unlawful or unrecorded fund or account of any nature;

            (b) intentionally made any false or fictitious entry, or failed to make any entry that should have been made, in any of the books of account or other records of Exousia;

            (c) made any payoff, influence payment, bribe, rebate, kickback or unlawful payment to any Person;

            (d) performed any favor or given any gift which was not deductible for federal income tax purposes;

            (e) made any unlawful payment to any Person, or provided any unlawful favor or anything of value (whether in the form of property or services, or in any other form) to any Person, for the purpose of obtaining or paying for (i) favorable treatment in securing business, or (ii) any other special concession; or

            (f) agreed, committed, offered or attempted to take any of the actions described in clauses "(a)" through "(e)" above.

      3.25

Proceedings; Orders.

            (a) Except as set forth in Part 3.25 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding:

                  (i) that involves Exousia or that otherwise relates to or reasonably might affect Exousia's business or any of the assets owned or used by Exousia (whether or not Exousia is named as a party thereto); or

                  (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions.

      Except as set forth in Part 3.25 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

            (b) Except as set forth in Part 3.25 of the Disclosure Schedule, since inception no Proceeding has ever been commenced by or against Exousia; and no Proceeding otherwise involving or relating to Exousia has been pending or to Exousia's Knowledge threatened at any time.

            (c) Exousia has delivered to CYLW accurate and complete copies of all pleadings, correspondence and other written materials to which Exousia has access that relate to the Proceedings identified in Part 3.25 of the Disclosure Schedule.

            (d) There is no Order to which Exousia, or any of the assets owned or used by Exousia, is subject; and none of the Selling Shareholders is subject to any Order that relates to Exousia's business or to any of the assets owned or used by Exousia.

            (e) To the Knowledge of Exousia, no officer or employee of Exousia is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Exousia's business.

            (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on Exousia's business, condition, assets, liabilities, operations, financial performance or net income (or on any aspect or portion thereof) or on the ability of Exousia to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

      3.26

Authority; Binding Nature of Agreements.

            (a) Exousia has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under this Agreement; and the execution, delivery and performance by Exousia of this Agreement have been duly authorized by all necessary action on the part of Exousia, its board of

directors and officers, and Selling Shareholders. This Agreement constitutes the legal, valid and binding obligation of Exousia, enforceable against Exousia in accordance with its terms.

      3.27

Non-Contravention; Consents. Except as set forth in Part 3.27 of the Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, nor the consummation or performance of any of the Transactions, will to the Knowledge of Exousia directly or indirectly (with or without notice or lapse of time):

            (a) contravene, conflict with or result in a violation of (i) any of the provisions of Exousia's certificate of incorporation or bylaws, or (ii) any currently effective resolution adopted by Exousia's shareholders, Exousia's board of directors or any committee of Exousia's board of directors;

            (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Exousia or any of the Selling Shareholders, or any of the assets owned or used by Exousia, is subject;

            (c) cause Exousia, CYLW or any affiliate of CYLW to become subject to, or to become liable for the payment of, any Tax;

            (d) cause any of the assets owned or used by Exousia to be reassessed or revalued by any taxing authority or other Governmental Body;

            (e) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Exousia or any of its employees or that otherwise relates to

Exousia's business or to any of the assets owned or used by Exousia;

            (f) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Exousia Contracts (other than any Excluded Contract);

            (g) give any Person the right under any Exousia Contract (other than any Excluded Contract) to, (i) declare a default or exercise any remedy under any Exousia Contracts, (ii) accelerate the maturity or performance of any Exousia Contracts, or (iii) cancel, terminate or modify any Exousia Contract;

            (h) contravene, conflict with or result in a violation or breach of or a default under any provision of, or give any Person the right to declare a default under, any Contract to which any of the Selling Shareholders is a party or by which any of the Selling Shareholders is bound; or

            (i) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by Exousia.

      Except as set forth in Part 3.27 of the Disclosure Schedule, neither Exousia nor any of the Selling Shareholders was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of the Transactional.

      3.28

Full Disclosure.

            (a) None of the Transactional Agreements contains or will contain any material untrue statement of fact; and none of the Transactional Agreements omits or will omit to state any material facts necessary to make any of the representations, warranties or other statements or information contained therein not misleading in light of the circumstances in which they were made.

            (b) Except as set forth in Part 3.28 of the Disclosure Schedule, there is no fact within the Knowledge of Exousia (other than publicly known facts relating exclusively to political or economic matters of general applicability that will adversely affect all Comparable Entities) that (i) might have a

material adverse effect on Exousia's business, condition, assets, liabilities, operations, financial performance or net income (or on any aspect or portion thereof) or on the ability of Exousia or any of the Selling Shareholders to comply with or perform any covenant or obligation under any of the transactional

Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise preventing any of the Transactions.

            (c) All of the information set forth in the Disclosure Schedule is accurate and complete in all respects.

            (d) Exousia has provided CYLW and CYLW's Representatives with full and complete access to all of Exousia's records and other documents and data.

      3.29

No Other Representations or Warranties. Exousia shall not be deemed to have made to CYLW or to any other Person any representation or warranty other than as expressly made in this Agreement or any other Transactional Agreement, in the Disclosure Schedule or in the Closing Certificate. Without limiting the generality of the foregoing, Exousia makes no representation or warranty with respect to any projections, estimates or budgets relating to future operations or results of operations of Exousia heretofore delivered or made available to CYLW or any of its Representatives.

4.    REPRESENTATIONS AND WARRANTIES OF CYLW

      CYLW represents and warrants, to and for the benefit of the Exousia, as follows:

      4.1

Due Organization. CYLW is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted and to own and use its assets in the manner in which its assets are currently owned and used.  CYLW is not required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction except where the failure to be so qualified has not had and reasonably is not expected to have a material adverse effect on the business or financial condition of CYLW.

      4.2

Authority; Binding Nature of Agreements. CYLW each has the absolute and unrestricted right, power and authority to enter into and to perform its obligations under the Transaction Agreements; and the execution, delivery and performance by CYLW of the Transaction Agreements have been duly authorized by all necessary action on the part of CYLW and its board of directors and officers. This Agreement constitutes the legal, valid and binding obligation of CYLW, enforceable against CYLW in accordance with its terms.

      4.3

Non-Contravention; Consents. Except as set forth in Part 4.3 of the Disclosure Schedule, neither the execution and delivery of any of the Transactional Agreements, nor the consummation or performance of any of the Transactions, will directly or indirectly (with or without notice or lapse of time):

            (a) contravene, conflict with or result in a violation of (i) any of the provisions of CYLW's certificate of incorporation or bylaws, or (ii) any resolution adopted by CYLW's stockholders, CYLW's board of directors or any committee of CYLW's board of directors;

            (b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which CYLW or any of the assets owned or used by CYLW, is subject;

            (c) cause CYLW or any affiliate of CYLW to become subject to, or to become liable for the payment of, any Tax;

            (d) cause any of the assets owned or used by CYLW to be reassessed or revalued by any taxing authority or other Governmental Body;

            (e) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by CYLW or any of their respective employees or that otherwise relates to CYLW's business or to any of the assets owned or used by CYLW;

            (f) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Contracts of CYLW;

            (g) give any Person the right under any CYLW Contracts (other than Excluded Contracts) to (i) declare a default or exercise any remedy under any Contracts of CYLW, (ii) accelerate the maturity or performance of any Contracts of CYLW, or (iii) cancel, terminate or modify any Contracts of CYLW; or

            (h) result in the imposition or creation of any Encumbrance upon or with respect to any material asset owned or used by CYLW.

Except as set forth in Part 4.3 of the Disclosure Schedule, neither CYLW was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution and delivery of any of the Transactional Agreements or the consummation or performance of any of Transactions contemplated by this Agreement.

4.4

Capitalization, Etc.

            (a) The authorized capital stock of CYLW consists of:

                  (i) 50 million shares of common stock having a par value of $.001 per share, 3,534,000 of which is outstanding as of the date of this Agreement;

                  (ii) [Reserved]

            (b) Upon Closing and the issuance of the CYLW Shares pursuant to this Agreement, the following shares of capital stock of CYLW will be issued and outstanding:

(i)

28,433,245 shares of common stock; and

(ii)

certain additional shares shall be reserved for future issuance as set forth at Item C of the Recitals and which are incorporated herein by reference.

            (c) The CYLW Shares when issued and delivered in accordance with this Agreement in the Exchange shall be duly and validly authorized and issued, fully paid and nonassessable.

      4.5

Financial Statements. CYLW has delivered to Exousia the audited balance sheet of CYLW as of December 31, 2005, and the related statements of operations, changes in shareholders' equity and cash flows (collectively, the CYLW Financial Statements"). All of the CYLW Financial Statements are believed to be accurate and complete in all respects, subject to normal year-end audit adjustments.  The CYLW Financial Statements have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis throughout the periods covered.

      4.6

No Adverse Change. There has not been any material adverse change in CYLW’s business, condition, assets, liabilities, operations, financial performance or net income (or in any aspect or portion thereof) since September 30, 2006.

      4.7

Proceedings.

            (a) There is no pending Proceeding, and no Person has threatened to commence any Proceeding:

                  (i) that involves CYLW or that otherwise relates to or reasonably might affect CYLW's business or any of the assets owned or used by CYLW (whether or not CYLW is named as a party thereto); or

                  (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions.

            (b) No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

      4.8

Brokers.  CYLW has not agreed or become obligated to pay, and has not taken any action that might result in any Person claiming to be entitled to receive, any brokerage commission, finder's fee or similar commission or fee in connection with any of the Transactions.

      4.9

No Other Representations or Warranties. CYLW shall not be deemed to have made to Exousia, the Selling Shareholders or to any other Person any representation or warranty other than as expressly made in this Agreement or any other Transaction Agreement, in the Closing Certificate.  Without limiting the generality of the foregoing, CYLW does not makes any representation or warranty with respect to any projections, estimates or budgets relating to future operations or results of operations of CYLW heretofore delivered or made available to Exousia or any of their Representatives.

5.    PRE-CLOSING COVENANTS OF EXOUSIA

      5.1

Access and Investigation. Exousia shall ensure that, at all times during the Pre-Closing Period:

            (a) Exousia and its Representatives provide CYLW and its Representatives with free and complete access to Exousia's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Companies;

            (b) Exousia and its Representatives provide CYLW and its Representatives with such copies of existing books, records, Tax Returns, work papers and other documents and information relating to Exousia as CYLW may request in good faith; and

            (c) Exousia and its Representatives compile and provide CYLW and its Representations with such additional financial, operating and other data and information regarding Exousia as CYLW may request in good faith.

      5.2

Operation of Business. Exousia shall use Best Efforts to ensure that, during the Pre-Closing Period:

            (a) none of the Selling Shareholders directly or indirectly sells or otherwise transfers, or offers, agrees or commits (in writing or otherwise) to sell or otherwise transfer, any of the Shares or any interest in or right relating to any of the Shares;

            (b) none of the Selling Shareholders permits, and none of the Selling Shareholders offers, agrees or commits (in writing or otherwise) to permit, any of the Shares to become subject, directly or indirectly, to any Encumbrance;

            (c) Exousia preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and good will with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships

with Exousia;

            (d) Exousia keeps in full force all insurance policies identified in Part 3.22 of the Disclosure Schedule, if any;

            (e) Except as otherwise prohibited by law, Exousia's officers confer regularly with CYLW concerning operational matters and otherwise report regularly to CYLW concerning the status of Exousia's business, condition, assets, liabilities, operations, financial performance and prospects;

            (f) Exousia immediately notifies CYLW of any inquiry, proposal or offer from any Person relating to any Acquisition Transaction;

            (g) Exousia and its officers use their Best Efforts to operate the business prudently and in the Ordinary Course of Business, consistent with past practices, and Exousia’s current business plan which includes the development of the application service provider and total service provider businesses using Exousia’s current product offerings;

            (h) Exousia does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, and does not repurchase, redeem or otherwise reacquire any shares of capital stock or other securities except for the redemption of the Series A and Series B preferred stock in accordance with this Agreement and the cash-out of certain outstanding options prior to the Closing in accordance with this Agreement;

            (i) Exousia does not sell or otherwise issue any shares of capital stock or any other securities other than upon the exercise of outstanding warrants or options;

            (j) Exousia does not amend its certificate of incorporation or bylaws, and does not effect or become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

            (k) Exousia does not form any subsidiary or acquire any equity interest or other interest in any other Entity;

            (l) Exousia does not make any capital expenditure, except for capital expenditures that are made in the Ordinary Course of Business and that, when added to all other capital expenditures made on behalf of Exousia during the Pre-Closing Period, do not exceed $100,000 in the aggregate without prior written notice to CYLW;

            (m) Exousia does not enter into or permit any of the assets owned or used by Exousia to become bound by any Contract, except for any Excluded Contract;

            (n) Exousia does not incur, assume or otherwise become subject to any Liability, except for current liabilities (of the type required to be reflected in the "liabilities" column of a balance sheet prepared in accordance with GAAP) incurred in the Ordinary Course of Business;

            (o) Exousia does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees;

            (p) Exousia does not change any of its methods of accounting or accounting practices in any material respect;

            (q) Exousia does not make any Tax election;

            (r) Exousia does not commence any Proceeding;

            (s) Exousia does not enter into any transaction or take any other action of the type referred to in Section 3.5;

            (t) Exousia does not knowingly enter into any transaction or take any other action that reasonably might cause or constitute a Breach of any representation or warranty made by Exousia in this Agreement or in the Closing Certificate; and

            (u) Exousia does not agree, commit or offer (in writing or otherwise), and does not attempt, to take any of the actions described in clauses "(i)" through "(t)" of this Section 5.2.

      5.3

Filings and Consents. Exousia shall ensure that:

            (a) each other filing or notice required to be made or given (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by Exousia in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the filings and notices identified in Part 3.28 of the Disclosure Schedule) is made or given as soon as possible after the date of this Agreement;

            (b) each Consent required to be obtained (pursuant to any applicable Legal Requirement, Order or Contract, or otherwise) by Exousia in connection with the execution and delivery of any of the Transactional Agreements or in connection with the consummation or performance of any of the Transactions (including each of the Consents identified in Part 3.28 of the Disclosure Schedule) is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;

            (c) Exousia promptly delivers to CYLW a copy of each filing made, each notice given and each Consent obtained by Exousia during the Pre-Closing Period; and

            (d) during the Pre-Closing Period, Exousia and its Representatives cooperate with CYLW and with CYLW's Representatives, and prepare and make available such documents and take such other actions as CYLW may request in good faith, in connection with any filing, notice or Consent that CYLW is required or elects to make, give or obtain.

      5.4

Notification; Updates to Disclosure Schedule.

            (a) During the Pre-Closing Period, Exousia shall promptly notify CYLW in writing of:

                  (i) the discovery by Exousia of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a Breach of any representation or warranty made by Exousia in this Agreement;

                  (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a Breach of any representation or warranty made by Exousia in this Agreement if (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;

                  (iii) any Breach of any covenant or obligation of Exousia; and

                  (iv) any event, condition, fact or circumstance that may make the timely satisfaction of any of the conditions set forth in Section 7 or Section 8 impossible or unlikely.

            (b) If any event, condition, fact or circumstance that is required to be disclosed pursuant to Section 5.4(a) requires any change in the Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, then Exousia shall promptly deliver to CYLW an update to the Disclosure Schedule specifying such change. No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Exousia in this Agreement or in the Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 7 has been satisfied unless CYLW and Exousia agree that such supp lement or update shall constitute an amendment to this Agreement; provided, however, that if CYLW agrees to close the Transactions notwithstanding any Breach disclosed through any update of the Disclosure Schedule, CYLW shall not have the right to seek Damages with respect to such breach unless CYLW and Exousia have agreed to amend the Agreement to provide for such indemnity; and provided further, that if CYLW and Exousia cannot agree in good faith on an appropriate remedy for a breach that occurs prior to the Closing and close the Transactions and the Agreement is terminated, then CYLW's remedies will be limited as follows: (a) if the Breach existed as of the date of this Agreement, then CYLW shall be entitled to be reimbursed for its direct out of pocket professional fees for the Transactions; (b) if the breach is the result of any event, circumstance, or condition occurring or arising after the date of execution and prior to the Closing, then CYLW's sole remedy shall be termination of this Agreement.

      5.5

No Negotiation. Exousia shall ensure that, during the Pre-Closing Period, neither Exousia nor any of Exousia's Representatives directly or indirectly:

            (a) solicits or encourages the initiation of any inquiry, proposal or offer from any Person (other than CYLW) relating to any Acquisition Transaction;

            (b) participates in any discussions (other than the mere receipt of an unsolicited inquiry, proposal or offer that Exousia promptly reports in writing to CYLW) or negotiations with, or provides any non-public information to, any Person (other than CYLW) relating to any Acquisition Proposal; or

            (c) considers the merits of any unsolicited inquiry, proposal or offer from any Person (other than CYLW) relating to any Acquisition Transaction.

      5.6

Best Efforts. During the Pre-Closing Period, Exousia shall use their Best Efforts to cause the conditions set forth in Sections 7 and 8 to be satisfied on a timely basis.

      5.7

Confidentiality. Except for limited disclosures to Persons who are not parties to this Agreement in order to obtain Consents, Exousia shall ensure that, during the Pre-Closing Period:

            (a) Exousia and its Representatives keep strictly confidential the existence and terms of this Agreement;

            (b) neither Exousia nor any of its Representatives issues or disseminates any press release or other publicity or otherwise makes any disclosure of any nature (to any of Exousia's suppliers, customers, landlords, creditors or employees or to any other Person) regarding any of the Transactions, except to the extent that Exousia is required by law to make any such disclosure regarding the Transactions; and

            (c) if Exousia is required by law to make any disclosure regarding the Transactions, Exousia advises CYLW, at least five business days before making such disclosure, of the nature and content of the intended disclosure.

6.    PRE-CLOSING COVENANTS OF CYLW

      6.1

CYLW shall ensure that, during the Pre-Closing Period:

(a)

CYLW keep strictly confidential the proprietary and confidential information of Exousia.

7.    CONDITIONS PRECEDENT TO CYLW'S OBLIGATION TO CLOSE

      CYLW's obligation to consummate the Exchange at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by CYLW, in whole or in part, in accordance with Section 11.12):

      7.1

Satisfactory Completion of Pre-Acquisition Review. CYLW shall have satisfactorily completed its pre-acquisition investigation and review of Exousia's business, condition, assets, liabilities, operations, financial performance, net income and prospects and shall be satisfied with the results of that investigation and review.

      7.2

Accuracy of Representations.

            (a) Each of the Specified Representations shall have been accurate in all respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time and as of the Closing as if made at the Closing, without giving effect to any update to the Disclosure Schedule.

            (b) All of the other representations and warranties made by Exousia in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time and as of the Closing, as if made at the Closing, each without giving effect to any update to the Disclosure Schedule.

      7.3

Performance of Obligations. All of the other covenants and obligations that Exousia are required to comply with or to perform at or prior to the Closing (considered collectively), and each of said covenants and obligations (considered individually), shall have been duly complied with and performed in all material respects.

      7.4

Approval of CYLW's Board of Directors; Consents.

            (a) CYLW's board of directors shall have ratified the execution of this Agreement by CYLW and shall have approved the consummation of the Transactions.

(b)

Each of the Consents identified in Part 3.27 of the Disclosure Schedule shall have been obtained and shall be in full force and effect.

      7.5

No Material Adverse Change. There shall have been no material adverse change in Exousia's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or in any aspect or portion thereof) since September 30, 2006.

      7.6

Closing Documents. CYLW shall have received the following documents:

            (a) Exousia shall have received from Exousia’s counsel an opinion of such counsel stating that all of the Shares are validly issued and outstanding and that Exousia is legally and validly authorized to enter into and consummate the Transaction.  

            (b) Exousia shall have executed and deliver to CYLW a certificate (the "Closing Certificate") setting forth the estimated Debt and the estimated Working Capital of Exousia as of the Closing Date and that (A) each of the representations and warranties made by Exousia and the Selling Shareholders in this Agreement was accurate in all respects as of the date of this Agreement, (B) except as expressly set forth in the Closing Certificate, each of the Specified Representations made by Exousia in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date and each of the other representations and warranties made by Exousia in this Agreement is accurate in all material respects as of the Closing Date (without giving effect to any materiality exception within the representation or warranty), (C) each of the covenant s and obligations that Exousia is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects.  

            (d) Exousia shall have delivered to CYLW a statement (in such form as may be reasonably requested by counsel to CYLW) conforming to the requirements of Section 1.897-2(h)(1)(i) of the United States Treasury Regulations, (withholding requirements); and

            (e) such other documents as CYLW may request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by Exousia, (ii) evidencing the compliance by Exousia with, or the performance by Exousia of, any covenant or obligation set forth in this Agreement, (iii) evidencing the satisfaction of any condition set forth in this Section 7, or (iv) otherwise facilitating the consummation of or performance of any of the Transactions.

      7.7

No Proceedings. Since the date of this Agreement, there shall not have been commenced or threatened against CYLW, or against any Person affiliated with CYLW, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Transactions, or (b) that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

      7.8

No Claim Regarding Stock Ownership or Sale Proceeds. No Person shall have made or threatened any claim asserting that such Person (a) may be the holder or the beneficial owner of, or may have the right to acquire or to obtain beneficial ownership of, any capital stock or other securities of Exousia.  

      7.9

No Prohibition. Neither the consummation nor the performance of any of the Transactions will, directly or indirectly (with or without notice or lapse of time), contravene or conflict with or result in a violation of, or cause CYLW or any Person affiliated with CYLW to suffer any material adverse consequence under, (a) any applicable Legal Requirement or Order, or (b) any Legal Requirement or Order that has been proposed by or before any Governmental Body.

8.    CONDITIONS PRECEDENT TO EXOUSIA'S OBLIGATION TO CLOSE

      Exousia's obligation to consummate the Exchange at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Exousia, in whole or in part, in accordance with Section 11.12):

      8.1

Accuracy of Representations. All of the representations and warranties made by CYLW in this Agreement (considered collectively), and each of said representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Scheduled Closing Time as if made at the Scheduled Closing Time.

      8.2

CYLW's Performance. All of the other covenants and obligations that CYLW is required to comply with or to perform pursuant to this Agreement at or prior to the Closing (considered collectively), and each of said covenants and obligations (considered individually), shall have been complied with and performed in all material respects.

      8.3

Closing Documents. Exousia shall have received the following documents:

            (a) CYLW shall have executed and delivered to Exousia a certificate (the "Closing Certificate") that (A) each of the representations and warranties made by CYLW in this Agreement was accurate in all respects as of the date of this Agreement, (B) except as expressly set forth in the Closing Certificate, each of the Specified Representations made by CYLW in this Agreement is accurate in all respects as of the Closing Date as if made on the Closing Date and each of the representations and warranties made by CYLW in this Agreement is accurate in all material respects as of the Closing Date as if made on the Closing Date, and (C) each of the covenants and obligations that CYLW is required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects.

9.   TERMINATION

      9.1

Termination Events. This Agreement may be terminated prior to the Closing:

            (a) by CYLW if (i) there is a material Breach of any covenant or obligation of Exousia, or (ii) CYLW reasonably determines that the timely satisfaction of any condition set forth in Section 7 has become impossible or impractical (other than as a result of any failure on the part of CYLW to comply with or perform its covenants and obligations under this Agreement);

            (b) by Exousia if (i) there is a material Breach of any covenant or obligation of CYLW, or (ii) the Exousia reasonably determines that the timely satisfaction of any condition set forth in Section 8 has become impossible or impractical (other than as a result of any failure on the part of Exousia to comply with or perform any covenant or obligation set forth in this Agreement);

            (c) by CYLW at or after the Scheduled Closing Time if any condition set forth in Section 7 has not been satisfied by the Scheduled Closing Time;

            (d) by Exousia at or after the Scheduled Closing Time if any condition set forth in Section 8 has not been satisfied by the Scheduled Closing Time;

            (e) by CYLW if the Closing has not taken place on or before January 1, 2007 (other than as a result of any failure on the part of CYLW to comply with or perform its covenants and obligations under this Agreement);

            (f) by Exousia if the Closing has not taken place on or before January 1, 2007 (other than as a result of the failure on the part of Exousia to comply with or perform any covenant or obligation set forth in this Agreement); or

            (g) by the mutual consent of CYLW and Exousia.

      9.2

Termination Procedures. If CYLW wishes to terminate this Agreement pursuant to Section 9.1(a), Section 9.1(c) or Section 9.1(e), CYLW shall deliver to Exousia a written notice stating that CYLW is terminating this Agreement and setting forth a brief description of the basis on which CYLW is terminating this Agreement.  If Exousia wishes to terminate this Agreement pursuant to Section 9.1(b), Section 9.1(d) or Section 9.1(f), Exousia shall deliver to CYLW a written notice stating that Exousia is terminating this Agreement and setting forth a brief description of the basis on which Exousia is terminating this Agreement.

      9.3

Effect of Termination. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement shall terminate; provided, however, that:

            (a) the parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in Section 10; and

            (b) Exousia shall, in all events, remain bound by and continue to be subject to Section 5.7.

10.   INDEMNIFICATION, ETC.

      10.1

Survival of Representations and Covenants.

            (a) The representations, warranties, covenants and obligations of each party shall survive (without limitation):

                  (i) the Exchange, the purchase and sale of the Purchased Shares and the other Transactions;

                  (ii) any sale or other disposition of Exousia or any assets of Exousia by CYLW; and

                  (iii) any Acquisition Transaction effected by or otherwise involving CYLW or Exousia.

            (b) The representations, warranties, covenants and obligations of Exousia, and the rights and remedies that may be exercised by the Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, any of the Indemnitees or any of their Representatives.

            (c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule or in any update to the Disclosure Schedule shall be deemed to be a representation and warranty made by Exousia in this Agreement.

10.2

Indemnification by Exousia.

               (a) Exousia shall hold harmless and indemnify CYLW from and against, and shall compensate and reimburse CYLW for, any Damages which are directly or incurred by CYLW or to which CYLW may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly from or as a direct result of, or are directly connected with any Breach of any representation, warranty, covenant or obligation made by Exousia in this Agreement (without giving effect to any update to the Disclosure Schedule) or in the Closing Certificate and any Proceeding relating directly or indirectly to any Breach or alleged Breach referred to herein (including any Proceeding commenced by the CYLW for the purpose of enforcing any of its rights under this Section 10).

            (b) Subject to Section (c), Exousia shall not be required to make any indemnification payment pursuant to this Section 10.2 until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by CYLW, or to which CYLW has otherwise become subject, exceeds $600,000.00. At such time as the total amount of such Damages exceeds $600,000.00, CYLW shall be entitled to be indemnified against any Damages in excess of $600,000.00.  Except as set forth in Section 10, in no event shall Exousia or any affiliate of Exousia be liable for any Damages arising under this Agreement in excess of $225,000.

            (c) The limitation on Exousia's indemnification obligations that is set forth in Section (b) shall not apply to (i) any Breach of any of the Specified Representations of Exousia, or (ii) any act or omission (including any violation of the securities laws) ruled by a non-appealable judgment to have been fraud by Exousia connection with the Transaction.

      10.3

Indemnification by CYLW.

            (a) CYLW hold harmless and indemnify Exousia from and against, and shall compensate and reimburse Exousia for, any Damages which are directly or incurred by Exousia or to which Exousia may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly from or as a direct result of, or are directly connected with any Breach of any representation, warranty, covenant or obligation made by CYLW in this Agreement (without giving effect to any update to the Disclosure Schedule) or in the Closing Certificate and any Proceeding relating directly or indirectly to any Breach or alleged Breach referred to herein (including any Proceeding commenced by Exousia for the purpose of enforcing any of its rights under this Section 10).

            (b) Subject to Section (c), CYLW shall not be required to make any indemnification payment pursuant to this Section 10.3 until such time as the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by Exousia, or to which Exousia has otherwise become subject, exceeds $600,000.00. At such time as the total amount of such Damages exceeds $600,000.00, Exousia shall be entitled to be indemnified against any Damages in excess of $600,000.00.  Except as set forth in Section 10, in no event shall CYLW or any affiliate of CYLW be liable for any Damages arising under this Agreement in excess of $225,000.

            (c) The limitation on CYLW's indemnification obligations that is set forth in Section (b) shall not apply to (i) any Breach of any of the Specified Representations of CYLW, or (ii) any act or omission (including any violation of the securities laws) ruled by a non-appealable judgment to have been fraud by CYLW connection with the Transaction.

11.    MISCELLANEOUS PROVISIONS

11.1

Further Assurances. Each party hereto shall execute and/or cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing any of the Transactions.

11.2

Fees and Expenses.

            (a) Exousia shall bear and pay all fees, costs and expenses (including all legal fees and expenses payable to counsel for Exousia, which Exousia shall pay at Closing that have been incurred or that are in the future incurred by,  on behalf of or for the benefit of Exousia or any of the Selling Shareholders in connection with:

                  (i) the negotiation, preparation and review of any term sheet or similar document relating to any of the Transactions;

                  (ii) the investigation and review conducted by CYLW and its Representatives with respect to Exousia's business (and the furnishing of information to CYLW and its Representatives in connection with such investigation and review);

                  (iii) the negotiation, preparation and review of this Agreement (including the Disclosure Schedule), the other Transactional Agreements and all certificates, opinions and other instruments and documents delivered or to be delivered in connection with the Transactional

                  (iv) the preparation and submission of any filing or notice required to be made or given in connection with any of the Transactions the obtaining of any Consent required to be obtained in connection with any of the Transactions; and

                  (v) the consummation and performance of the Transactions.

            (b) Subject to the provisions of Section 10 , CYLW shall bear and pay all fees, costs and expenses (including all legal fees and expenses payable to its counsel and auditors) that have been incurred or that are in the future incurred by or on behalf of CYLW in connection with:

                  (i) the negotiation, preparation and review of any term sheet or similar document relating to any of the Transactions;

                  (ii) the investigation and review conducted by CYLW and its Representatives with respect to Exousia's business;

                  (iii) the negotiation, preparation and review of this Agreement, the other Transactional Agreements and all certificates, opinions and other instruments and documents delivered or to be delivered in connection with the Transactions; and

                  (iv) the consummation and the performance of the Transactions.

11.3

Attorneys' Fees. If any legal action or other legal proceeding relating to any of the Transactional Agreements or the enforcement of any provision of any of the Transactional Agreements is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

11.4

Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by facsimile) to the address or facsimile number set forth beneath the name of such party below (or to such other address or facsimile number as such party shall have specified in a written notice given to the other parties hereto):

            if to Exousia:

                EXOUSIA CORP.

8503 N. Fitzgerald Way

Missouri City, Texas 77459

Attention: J. Wayne Rodrigue, Jr.

            if to CYLW:

                CYBER LAW REPORTER, INC.

1240 Blalock Rd., Ste. 150

Houston, Texas 77055

Attention:  Jonathan Gilchrist

11.5

Publicity. Without limiting the generality of anything contained in Section 5.7, on and at all times after the Closing Date:

            (a) no press release or other publicity concerning any of the Transactions shall be issued or otherwise disseminated by or on behalf of Exousia, and Exousia shall continue to keep the existence and terms of this Agreement and the other Transactional Agreements strictly confidential; and

            (b) Exousia shall keep strictly confidential, and shall not use or disclose to any other Person, any non-public document or other information Exousia possession that relates directly or indirectly to the business CYLW or any affiliate of CYLW.

11.6

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

11.7

Headings. The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

11.8

Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

11.9

Governing Law; Venue.

            (a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Texas (without giving effect to principles of conflicts of laws).

            (b) Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the County of Harris, Texas. Each party to this Agreement:

                  (i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Harris, Texas (and each appellate court located in the State of Texas) in connection with any such legal proceeding;

                  (ii) agrees that each state and federal court located in the County of Harris, Texas shall be deemed to be a convenient forum; and

                  (iii) agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the County of Harris, Texas any claim that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

            (c) Exousia agrees that, if any Proceeding is commenced against any Indemnitee by any Person in or before any court or other tribunal anywhere in the world, then such Indemnitee may proceed against Exousia in such court or other tribunal with respect to any indemnification claim or other claim arising directly or indirectly from or relating directly or indirectly to such Proceeding or any of the matters alleged therein or any of the circumstances giving rise thereto.

            (d) Exousia irrevocably waive the right to a jury trial in connection with any legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement.

11.10

Successors and Assigns. This Agreement shall be binding upon Exousia and its successors and assigns (if any) and CYLW and its successors and assigns (if any). This Agreement shall inure to the benefit of Exousia,  CYLW and the respective successors and assigns (if any) of the foregoing. CYLW may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 10), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person.

11.11

Remedies Cumulative; Specific Performance. The rights and remedies of the parties hereto shall be cumulative (and not alternative). Each of the parties agrees that:

            (a) in the event of any Breach or threatened Breach by a party to this Agreement of any covenant, obligation or other provision set forth in this Agreement, the other parties shall be entitled (in addition to any other remedy that may be available to it) to (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (ii) an injunction restraining such Breach or threatened Breach; and

            (b) the party seeking specific performance or an injunction shall not be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or Proceeding.

11.12

Waiver.

            (a) No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

            (b) No Person shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

11.13

Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of CYLW and Exousia.

11.14

Severability. In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

11.15

Parties in Interest. Except for the provisions of Section 10 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties hereto and their respective successors and assigns (if any).

11.16

Entire Agreement. The Transactional Agreements set forth the entire understanding of the parties relating to the subject matter thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter thereof.

11.17

Construction.

            (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include

the masculine and feminine genders.

            (b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Agreement.

            (c) The words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

            (d) Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections of this Agreement and Exhibits to this Agreement.

11.18

Negotiation of Disputes. If a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination thereof, and the parties cannot resolve the dispute within thirty days of a written request by either party to the other, such dispute shall be referred to the Chief Executive Officer, Chief Financial Officer or General Counsel of CYLW and the Chief Executive Officer, Chief Financial Officer or General Counsel of Exousia for resolution. Such persons shall hold a meeting to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If within 10 business days after such meeting, the Chief Executive Officer, Chief Financial Officer or General Counsel of CYLW and Chief Executive Officer, Chief Financial Officer or General Counsel of Exousia have not succeeded in negotiating a resolution of the dispute, such dispute may be resolved in accordance with Section 11.11.

The parties hereto have caused this Agreement to be executed and delivered as of December 31, 2006.

CYLW:                             

CYBER LAW REPORTER, INC.

By:__//s//Jonathan Gilchrist__________

         Jonathan Gilchrist

Its:______President_________________

Exousia:

                                 EXOUSIA CORP.

By:___//s// J. Wayne Rodrigue, Jr.______

J. Wayne Rodrigue, Jr.

Its:______Chairman_________________

42

EX-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Exousia Corp.

We have audited the accompanying consolidated balance sheets of Exousia Corp. and subsidiaries (a Development Stage Enterprise) as of September 30, 2006 and December 31, 2005, and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the nine months ended September 30, 2006, the period from inception (May 2, 2005) to December 31, 2005, and the period from inception to September 30, 2006.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Exousia Corp. and subsidiaries (a Development Stage Enterprise) at September 30, 2006 and December 31, 2005, and the results of their operations, changes in stockholders’ equity (deficit) and cash flows for the nine months ended September 30, 2006, the period from inception to December 31, 2005, and the period from inception to September 30, 2006 in conformity with generally accepted accounting principles in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As reflected in the accompanying consolidated financial statements, the Company has incurred substantial losses during its development stage and is experiencing liquidity problems associated with its lack of operations and working capital, which raises substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Houston, Texas

January 3, 2007

2

EX-3

align=middle height=54.533 width=104.667>

align=middle height=118.867 width=228>

EXOUSIA CORP. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND DECEMBER 31, 2005

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EXOUSIA CORP. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED BALANCE SHEETS

September 30, 2006 and December 31, 2005

	September 30, 2006	December 31, 2005
ASSETS
Current assets
Cash and cash equivalents	$              6,836	$              1,114
Due from acquisition target companies
From related parties	30,460	5,041
From non-related parties	4,902	-
Prepaid expenses	-	10,070
Total current assets	42,198	16,225
Asset held for sale - patents	230,000	-
TOTAL ASSETS	$            272,198	$            16,225
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$              4,361	$            10,841
Notes payable, shareholders	-	31,250
Note and interest payable to Cyber Law Reporter, Inc.	93,080	-
TOTAL CURRENT LIABILITIES	97,441	42,091
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock - par value $0.001, 5 million shares authorized, none issued or outstanding.	-	-
Common stock - $0.001 par value, 50 million shares authorized, 25,649,245 and 1,050,000 shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively	25,649	1,050
Additional paid in capital	428,250	24,950
Deficit accumulated during the development stage	(279,142)	(51,866)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	174,757	(25,866)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$           272,198	$            16,225

The accompanying notes are an integral part of these financial statements.

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EXOUSIA CORP. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2006, and for the Period from Inception (May 2, 2005) to December 31, 2005, and for the Period from Inception to September 30, 2006

	Nine Months Ended Sep 30, 2006	Inception to Dec 31, 2005	Inception to Sep 30, 2006
REVENUES:
Sales	$                      -	$                      -	$                      -
Total revenues	-	-	-
OPERATING EXPENSES:
Compensation - officers and directors	69,714	1,000	70,714
General and administrative expenses	119,056	24,386	143,442
Professional fees	5,580	300	5,880
Research and development expenses	31,661	27,167	58,828
Total operating expenses	226,011	52,853	278,864
Operating loss	(226,011)	(52,853)	(278,864)
OTHER INCOME (EXPENSE):
Interest expense	(1,268)	-	(1,268)
Interest income	3	-	3
Other income	-	987	987
Net Loss	$           (227,276)	$             (51,866)	$           (279,142)
Loss per share (basic and fully diluted)	$                 (0.02)	$                 (0.05)	$                 (0.05)
Weighted average no. of shares outstanding	9,441,687	1,027,572	5,479,226

The accompanying notes are an integral part of these financial statements.

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EXOUSIA CORP. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

From The Period from Inception (May 2, 2005) to September 30, 2006

	Date	No. of Common Shares	Common Stock Amount	Additional Paid-In Capital	Deficit Accumulated During the Development Stage	Total
Inception (May 2, 2005)		-	$              -	$               -	$                    -	$                -
Shares issued at inception for services	05/02/05	1,000,000	1,000	-	-	1,000
Shares issued for cash	08/19/05	50,000	50	24,950	-	25,000
Net loss, inception to December 31, 2005		-	-	-	(51,866)	(51,866)
Balance, December 31, 2005		1,050,000	1,050	24,950	(51,866)	(25,866)
Shares issued for services	06/30/06	24,149,245	24,149	48,750	-	72,899
Shares issued for patents	07/28/06	200,000	200	229,800	-	230,000
Shares issued for cash	01/12/06	50,000	50	24,950	-	25,000
	01/18/06	50,000	50	24,950	-	25,000
	02/06/06	50,000	50	24,950	-	25,000
	02/22/06	50,000	50	24,950	-	25,000
	04/27/06	50,000	50	24,950	-	25,000
Net loss, nine months ended September 30, 2006		-	-	-	(227,276)	(227,276)
Balance, September 30, 2006		25,649,245	$    25,649	$   428,250	$      (279,142)	$   174,757

The accompanying notes are an integral part of these financial statements.

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EXOUSIA CORP. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2006, and for the Period from Inception (May 2, 2005) to December 31, 2005, and for the Period from Inception to September 30, 2006

Nine Months Ended Sept 30, 2006 Inception to Dec 31, 2005 Inception to Sept 30, 2006

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$            (227,276)	$              (51,866)	$            (279,142)
Adjustments to reconcile net loss to net cash used by operating activities:
Common shares issued in exchange for services	72,899	1,000	73,899
Change in operating assets and liabilities:
Prepaid expenses	10,070	(10,070)	-
Accounts payable	(6,480)	10,841	4,361
Accrued interest	1,080	-	1,080
Net cash used by operating activities	(149,707)	(50,095)	(199,802)

CASH FLOWS FROM INVESTING ACTIVITIES:

Loans to acquisition target companies	(30,321)	(5,041)	(35,362)
Net cash used in investing activities	(30,321)	(5,041)	(35,362)

CASH FLOWS FROM FINANCING ACTIVITIES

Shareholder loans proceeds (repayment)	(31,250)	31,250	-
Issuances of common stock for cash	125,000	25,000	150,000
Proceeds from Cyber Law Reporter, Inc. note	92,000	-	92,000
Net cash provided by financing activities	185,750	56,250	242,000
Net increase in cash and cash equivalents	5,722	1,114	6,836
Cash and cash equivalents at beginning of period	1,114	-	-
Cash and cash equivalents at end of period	$              6,836	$              1,114	$              6,836

The accompanying notes are an integral part of these financial statements.

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EXOUSIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006 AND DECEMBER 31, 2005

Note A - Summary of Significant Accounting Policies

Company Information

Exousia Corp. (“Exousia” or “the Company”) is a Nevada Corporation formed on May 2, 2005.  

Exousia has one wholly-owned subsidiary, AGROS Development I, LLC (“Agros”), which was formed to become the general partner in certain real estate development projects through Les Maisons du Lac Interests, Ltd., of which Exousia is a limited partner.  This project is more fully described in Note H.  As of September 30, 2006, neither Agros, nor Les Maisons du Lac, Ltd., the limited partnership of which Agros is general partner, had opened any operating bank accounts and, aside from the general partnership agreement itself, had not entered into any agreements, nor conducted any operations or financial transactions.  Les Maisons du Lac, Ltd. has also been consolidated into these financial statements.

As is more fully described in Note J, Exousia is currently in negotiations with Re-Engineered Composite Systems, LLC (“RECS”) and Engineered Particle Systems, LLC (“EPS”), both Texas Limited Liability Companies having common ownership with Exousia, to acquire the intellectual properties described below and other assets of those entities.  It is not certain at this time that negotiations with these entities will be successful or that we will be successful in utilizing the following described intellectual properties.

The intellectual properties that may be acquired are as follows:

VISTAMER^® RW Rubber

VISTAMER^® RW Rubber is a cryogenically ground particulate rubber that has been surface-activated by a patented reactive gas process.  Products benefiting from the addition of VISTAMER^® Rubber particles include urethane foam, cast wheels and rollers, non-pneumatic tires, coatings, linings, adhesives, shoe soles, etc.

Thermoplastic Elastomers From Recycled Vulcanized Rubber

Through the arrangement with RECS, the Company has access to proprietary technology to manufacture thermoplastic elastomers which forms strong and resilient interfacial bridges between vulcanized rubber and thermoplastic resins.  This technology will enable the production of new thermoplastic elastomer materials from recycled thermosets and plastic resins that overcome existing problems of poor strength and performance.

Exousia plans to use the technology, if acquired and commercially feasible, to develop and market products principally in the trucking and recreational vehicle markets.

Other Intellectual Properties Acquired

In July, 2006, the Company acquired certain patents relating to photoluminescent signs and other technologies and gave as consideration 200,000 common shares.  These patents have been recorded at their estimated fair market value of $230,000.  The fair market value was determined based on the Company’s negotiations to sell this technology, and the Company is currently in the process of selling these patents.  These patents expire in 2025 and will be amortized over the patent period.   

Basis of Presentation

These financial statements include the accounts of Exousia Corp., Agros Development I, LLC and Les Maisons du Lac, Ltd.  All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Cash and Cash Equivalents

Exousia considers all highly liquid investments purchased with a maturity period of three months or less to be cash equivalents.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and receivables.  The Company places its cash with high credit quality financial institutions.  At times, such amounts may exceed the FDIC limits; however, these deposits typically may be redeemed upon demand and therefore bear minimal risk.  In monitoring this credit risk, the Company periodically evaluates the stability of the financial institutions.  Generally, no collateral or other security is required to support receivables.  To reduce credit risk, a customer’s credit history is evaluated before extension of credit.  In addition, an allowance for doubtful receivables has been established as needed based on facts surrounding the credit risk of specific customers, historical trends and other information.  Management is of the opinion that amounts due from acquisition targe t companies totaling $35,362 and $5,041 as of September 30, 2006 and December 31, 2005, respectively, referred to in Note I, are collectible and therefore no allowance for doubtful accounts has been recorded as of September 30, 2006 or December 31, 2005.

Revenue Recognition

Exousia intends to recognize revenues, if any, when products have been shipped to a customer pursuant to a purchase order or other contractual arrangement, the sales price is fixed or determinable, and collectibility is reasonable assured.  As of September 30, 2006, Exousia has had no sales.

Impairment of Long-Lived Assets

When operations commence, Exousia intends to review the carrying value of its long-lived assets annually or whenever events or changes in the circumstances indicate that the historical cost-carrying value of its assets may no longer be appropriate.  Exousia intends to assess the recoverability of the carrying value of its assets by estimating the future net cash flows expected to result from these assets, including eventual disposition.  If the future net cash flows are less than the carrying value of the assets, an impairment loss will be recorded equal to the difference between the assets’ carrying value and fair value.  Should operations not commence, it is likely that the Company’s assets will be substantially impaired; however, the amount of that impairment cannot be determined at this time.  At September 30, 2006, management does not believe that any impairment exists with respect to the Company 217;s investment in patents.

Income Taxes

Exousia recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the difference are expected to be recovered.  Exousia provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets likely.

Fair Value of Financial Instruments

Carrying amounts for cash and cash equivalents, amounts due from acquisition target companies, accounts payable and notes and interest payable to Cyber Law Reporter, Inc. approximate fair value due to the short-term nature of these instruments and interest at market rates.  However, these values may not be representative of actual values that could have been realized as of the balance sheet dates or that will be realized in the future.

Note B – Going Concern

As reflected in the accompanying financial statements, the Company has deficit working capital, no revenue generating activities, no manufacturing or distribution systems in place and has incurred net losses of $279,142 from its inception on May 2, 2005 through September 30, 2006.  Although the Company has engaged in fund raising efforts and hopes to commence operations soon, there is no guarantee that either the fund raising efforts or cash flows from operations, if any, will generate sufficient working capital for the Company to remain as a going concern.

If the Company is unable to raise sufficient capital and fails to achieve profitable operations with positive cash flows, it will be forced to liquidate its assets in an attempt to pay creditors at which time the assets on the accompanying balance sheet as of September 30, 2006 will be liquidated at amounts possibly substantially less than carried as of that date.  It is therefore possible that, should the Company be forced to liquidate, there will be insufficient cash to pay all creditors and provide the Company’s shareholders a return on their investment.

Note C – Capital Structure and Common Stock

As of September 30, 2006, the Company had 25,649,245 common shares issued and outstanding of which approximately 18,900,000 or 74% are owned directly or indirectly by officers and directors of the Company.

Of the 24,149,245 common shares issued for services for the nine months ended September 30, 2006, 1,250,000 were issued in connection with certain professional consulting services concerning the pending reverse merger with Cyber Law Reporter, Inc. and other public filing issues.  The fair value of the services rendered was $50,000 and was included in operating expenses for the nine months ended September 30, 2006.  All other shares issued for services were valued at the par value of the shares issued.

As described in Note G, management intends to acquire several entities or their assets, partially using common stock of the Company.   If this occurs, existing shareholders will be diluted.

Note D – Income Taxes

Exousia uses the liability method where deferred tax assets and liabilities are determined based on the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.  During the period from inception to September 30, 2006, Exousia incurred net losses and therefore has no tax liability accrued in the accompanying financial statements.  The net deferred tax asset of approximately $93,000, generated by the operating losses has been fully reserved because management is uncertain of its future utilization.

Reconciliation of tax benefit recorded to tax benefit at statutory rates:

	Nine Months  Ended  Sep 30, 2006	Inception  to  Dec 31, 2005
Tax benefit at statutory rates	77,342	17,634
Non-deductible meals	(1,182)	(402)
Valuation allowance on deferred tax benefits	(76,160)	(17,232)
Tax benefit recorded	$                   -	$                   -

At September 30, 2006, the Company had tax basis net operating loss carry forwards of approximately $274,700 which expire in 2025 and 2026, if not previously utilized.

Note E – Related Party Transactions

J. Wayne Rodrigue, Jr., the Company’s founder, controlling shareholder, director and Chief Executive Officer, received $47,565 in cash compensation for the nine months ended September 30, 2006 and 15,518,850 shares of common stock valued in these financial statements at $15,519.  For the period from inception to December 31, 2005, Mr. Rodrigue received no cash compensation and 1,000,000 shares of common stock valued in the financial statements at $1,000.

Brenda Rodrigue, Mr. Rodrigue’s wife, received 1,250,000 shares of common stock of the Company valued in these financial statements at $1,250.  Mrs. Rodrigue is the Company’s Chief Financial Officer and Treasurer.

For the nine months ended September 30, 2006, Lane Brindley received $2,000 in cash compensation and 1,000,000 shares of the Company’s common stock valued in these financial statements at $1,000.  Mr. Brindley received no cash or stock for the period from inception to December 31, 2005.  Mr. Brindley is President and a director of Exousia.

For the nine months ended September 30, 2006, Bill Stanton received 1,630,395 shares of the Company’s common stock valued at $1,630 in these financial statements.  Mr. Stanton is a Director of the Company.

As is more thoroughly described in Note I, during the nine months ended September 30, 2006, the Company made loans to certain acquisition target companies that have common ownership with Exousia.

Note F –Cyber Law Reporter, Inc.

Letter of Intent to Merge

On May 15, 2006, the Company signed a letter of intent with Cyber Law Reporter, Inc. (“Cyber Law”), (OTCBB: CYLW) to be acquired by Cyber Law.  In the transaction, Cyber Law will acquire all of the outstanding shares of Exousia in a one-to-one exchange of shares which will result in a change of control of Cyber Law, commonly known as a “reverse merger”.  After the transaction, the current stockholders of Exousia will control Cyber Law.  This transaction was closed on December 31, 2006.

In addition to the exchange of shares, Cyber Law will issue a note payable in the amount of $480,000 to certain consultants in return for services related to the reverse merger.  The note will contain a forced conversion to common stock at $0.50 per share upon the attainment of a $1.00 stock price for twenty consecutive trading days.

In the letter of intent, Cyber Law guarantees that the debts of that company will not exceed $40,000 prior to the issuance of the $480,000 note for services related to the reverse merger.

Note Payable to Cyber Law Reporter, Inc.

In contemplation of the above-described reverse merger, Cyber Law raised $92,000 of working capital on behalf of Exousia, which proceeds have been forward to Exousia in exchange for an unsecured note payable to Cyber Law.

Cyber Law raised the funds through a private placement of convertible debentures which contain a maturity date of 12 months from their creation dates and bear interest at an annual rate of 8%.  The debentures may be converted into equity at the election of the investor at the equity price negotiated by Exousia for the first round of equity funding subsequent to the merger.  

As of September 30, 2006 the total amount of proceeds forwarded to Exousia by Cyber Law under this arrangement was $92,000 and interest amounting to $1,080 has been accrued in the accompanying financial statements.  The balance on the note payable to Cyber Law amounted to $182,000 at December 31, 2006.

Note G – Pending Acquisitions

Product Spectrum Group

In October, 2006, the Company entered into a letter of intent to purchase the assets of Product Spectrum Group, Inc. (“PSG”).  

PSG is a manufacturer of Structurally Insulated Panels (“SIPS”) products for customers in the US, Israel, China, and Taiwan.

PSG also provides engineering and consulting services for the recreational vehicle and manufactured housing industries with a specialty in lamination.  In addition, PSG designs and manufactures parts and kits for motor homes and engineered houses constructed of SIPS.  PSG laminates extruded sheets made from RECS’ patented polymer to Exousia Corp.’s E Core product, to floors, walls, and rooftops of recreational vehicles and cargo trailers, and SIPS panels it manufactures for AGROS Real Estate’s SIPS development projects.

The Company expects to pay in consideration for the assets of PSG:

§

Up to $500,000 in cash to PSG’s creditors.  Due diligence is currently underway to ensure that claims against PSG’s assets will be satisfied by this payment.

§

500,000 shares of Exousia common stock and a one-time cash payment (amount to be determined) to pay the recipient’s current-year income on federal income taxes, if any, accruing to the seller as a result of the payment of these shares .

The principal asset to be acquired is the PSG manufacturing facilities in Elkhart, Indiana.

The Little Trailer Company

On November 2, 2006, the Company entered into a letter of intent to acquire the stock of The Little Trailer Company, Inc. (“LTC”).  LTC manufactures and sells teardrop trailers and 18’ lightweight 5th wheel RV trailers using extruded sheets made from RECS’ patented polymer in addition to Exousia Corp.’s E Core product using PSG’s lamination factory.  

The Company expects to pay $900,000 in cash and 120,000 Exousia common shares in consideration for the assets of LTC.

Re-Engineered Composite Systems, LLC and Engineered Particle Systems, LLC

On September 30, 2006, the Company entered into a letter of intent to acquire the rights to the intellectual properties leased by Re-Engineered Composite Systems, LLC. (“RECS”) and Engineered Particle Systems, LLC. (“EPS”).  Due diligence is currently underway to determine whether the acquisition of those rights will be as a purchase of the assets of those entities or as an acquisition of the companies’ equity.

Note H – Les Maisons du Lac Interests, Ltd.

Exousia’s wholly-owned subsidiary, AGROS Development I, LLC, is the general partner in Les Maisons du Lac Ltd. (“Les Maisons”), a limited partnership of which Exousia is a limited partner.  Les Maisons was formed to develop mid-priced homes in the Lake Charles, Louisiana area.  Exousia hopes to find an additional marketing and sales channel for their Structurally Insulated Panel technologies through this partnership.  Exousia owns a 50% partnership interest in Les Maisons.

The other partner in the partnership is Blackstone, LLC ("Blackstone").  Blackstone will receive a construction management fee of $10,000 per month plus reasonable expenses actually incurred for its services in developing the property into residential lots and building homes thereon.  The partnership will purchase Structural Insulated Panel Systems from Exousia to build the homes.  The partnership has budgeted 2% of the sales price of the homes for sales and marketing expenses and will contract with Exousia to provide sales personnel at the site.

Blackstone will contribute $10 plus services for its 50% partnership interest and Exousia will contribute $750 plus services for its 50% partnership interest.

Note I – Loans to Acquisition Target Companies

The Company has outstanding loans to several of its acquisition target companies.  As of September 30, 2006 and December 31, 2005, these amounts were:

	09/30/06	12/31/05
Engineered Particle Systems, LLC	$    25,240	$     1,041
Re-Engineered Composite Systems, LLC	5,220	4,000
Total related party amounts	30,460	5,041
Product Spectrum Group, Inc.	4,902	-
Totals	$    35,362	$     5,041

The loans are unsecured and bear interest at 6% with interest and principal due September 30, 2007.  As of December 1, 2006, Engineered Particle Systems, Inc. has repaid $15,168 of the $25,240 principal balance.

Note J – Technological License Rights and Obligations

Thermoplastic Elastomers

Re-Engineered Composite Systems, LLC (“RECS”) licensed from the University of Massachusetts Lowell (“UMASS”) the right to develop and sell products using certain thermoplastic elastomer technologies (the rights).  Royalty payments to the UMASS are: 1.5% on sales up to $1 million, 2.25% thereafter on sales to $5 million, and 3.5% on sales over $5 million with minimum annual royalty payments of $60,000 in 2007 and $250,000 in 2008 and thereafter.

The Company is in negotiations with RECS to acquire the rights, subject to the obligations, from RECS.  Exousia and RECS have common ownership and common management.  

VISTAMER^® RW Rubber

Engineered Particle Systems, LLC (“EPS”) licensed from Composite Particles, Inc. the license to develop and sell products using certain technologies in the field of surface modification of polymer and polymer-like substances (the rights).  Royalty payments to Composite Particles, Inc. are 5% of gross sales.

The Company is in negotiations with EPS to acquire the rights, subject to the obligations, from EPS.  Exousia and EPS have common ownership and common management.

Composite Hybrid Resin Panels

In consideration of the payment of 100,000 common shares and an agreed royalty interest described below, the Company acquired rights to a patent entitled “Composite Hybrid Resin Panels, Molded Parts and Filler Enhanced Polymers Therefrom”.  The agreement obligates the Company to pay a royalty equal to 1 ½ percent of gross revenues of products derived from the technologies until the earlier of (a) aggregate total royalty payments equal $5 million or (b) December 31, 2012.

Photoluminescent Signage

In consideration of the payment of 100,000 common shares and an agreed royalty interest described below, the Company acquired rights to certain patents to certain photoluminescent signage technologies.  The agreement obligates the Company to pay a royalty equal to 3% of gross revenues of products derived from the technologies until the earlier of (a) aggregate total royalty payments equal $5 million or (b) December 31, 2012.

Note K – Subsequent Events

As more fully described in Note G, the Company signed letters of intent to acquire Product Spectrum Group, Inc., The Little Trailer Company, Inc., Re-Engineered Composite Systems, LLC and Engineered Particle Systems, LLC, on various dates subsequent to the balance sheet date.

On December 14, 2006, the Company signed a letter of intent with Liberty Growth Fund LP (“Liberty”) to raise $2.5 million for use in Company operations, certain provisions of which, if we close on the funding, are:

§

The Company will issue 4 million convertible preferred shares to Liberty and receive $2.5 million into escrow at closing.

§

The Company will issue three sets of warrants to purchase an aggregate of 6 million shares of common stock with 2 million shares at $1.27 per share with a cashless provision, 2 million shares at $2.54 per share with a cashless provision, and 2 million shares at $5.08 per share with no cashless provision. If the cashless provisions are exercised, fewer shares will be issued and may not result in cash proceeds to the Company.  

§

The closing is scheduled to occur no later than February 15, 2007.

Note L – Supplemental Disclosures of Cash Flow Information

	Nine Months Ended Sept 30, 2006	Inception to Dec 31, 2005	Inception to Sept 30, 2006
Cash paid for interest expense	$                    187	$                         -	$                     187
Non-cash investing activities:
Patents purchased with issuance of common stock	$              230,000	$                         -	$              230,000

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