May 1, 2007 Uses in Purchase Price Clause

Purchase Price from Limited Liability Company Interest Purchase

THIS LIMITED LIABIIITY COMPANY INTEREST PURCHASE AGREEMENT (this Agreement) is made as of May 1, 2007 by and between The Granite Companies LLC, a Pennsylvania limited liability company (the Seller) and City Capital Corporation, a Nevada company (the Purchaser).

Purchase Price. The purchase price to be paid by the Purchaser to the Seller for the Interests is comprised of all of the following (the Purchase Price): (a) $150,000, payable as more specifically stated in paragraph 3 below; and (b) payment of the ordinary expenses of the Companies from and after May 1, 2007 through Closing (hereinafter defined), which payment of expenses shall be non-refundable even if the transaction is not consummated. There exist certain liens and encumbrances on certain assets of the Companies (the Liens) that are primarily comprised of security interests in connection with a line of credit obligation and several equipment leases in the approximate aggregate amounts of $690,000 and $185,000, respectively. The Purchaser will cure any defaults with respect to the Liens and make payments in accordance with existing payment terms on the underlying obligations related to such Liens, and shall, on or before September 1, 2007, payoff all such underlying obligations in full or substitute itself as guarantor replacing any existing guarantors (any such existing guarantors of any obligations of the Companies, the Existing Guarantors) who shall be fully released from any further guaranty obligations. In addition to the Purchase Price, the Purchaser shall fund advertising for the Companies, as determined in the sole and absolute discretion of the Purchaser, during the month of May, 2007. The Purchaser understands and acknowledges that the Companies currently have approximately $350,000 of accounts payable on their balance sheet to various vendors, suppliers and other creditors.