State of Tennessee Uses in Transfer, Successors and Assigns Clause

Transfer, Successors and Assigns 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).

Transfer, Successors and Assigns. Except as set forth in Section 6 above, this Agreement may not be assigned, in whole or in part, by any party without the prior written consent of the other party hereto. If this Agreement is assigned in accordance herewith, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.