exhibit_purchase.htm


    EXHIBIT
10.1

     

    

     

    INTERNET DOMAIN NAME
PURCHASE AGREEMENT FOR PEDIATRICIANS.COM, PODIATRISTS.COM AND
PSYCHIATRISTS.COM

     

    This
Internet Domain Name Purchase Agreement (the “Agreement”) is entered into on
this 1st day of
June of 2008 (the “Closing Date”), between Elysium Internet, Inc./US Biodefense,
Inc., a Utah corporation (“Purchaser”) and Smash Clicks, Inc.
(“Seller”).

    


    Recitals and
Representations:

    


    
      	
              ·  

            	
              Seller
      is the owner and registrant of the domain names: Pediatricians.com,
      Psychiatrists.com and Podiatrists.com (collectively, the “Domain
      Names”).

            


    

    


    
      	
              ·  

            	
              The
      Domain Names are registered under the name of
  Seller.

            


    

    


    
      	
              ·  

            	
              There
      is no impediment to the Seller transferring the Domain Names and the
      Domain Names being registered to
Purchaser.

            


    

    


    
      	
              ·  

            	
              There
      are no encumbrances, liens or claims against the Domain
    Names.

            


    

    


    
      	
              ·  

            	
              Seller
      wishes to sell the Domain Names and Purchaser wishes to purchase the
      Domain Names.

            


    

    


    Agreement:

     

    In
exchange for the purchase price of $1,000,000 (One Million, US dollars), Seller
hereby agrees to sell the Domain Names to Purchaser.

     

    The
purchase price will be paid as follows: A non-interest bearing, convertible
promissory note in the amount of $1,000,000 attached hereto as Exhibit A (the
“Note”) will be issued to Seller on the Closing Date and repaid pursuant to the
terms of the Note. Seller shall maintain full DNS control over the Domain
Names until the Note has been paid in full. Within three (3) days of the Note
being paid in full, Seller will initiate the transfer of the Domain Names to the
Purchaser’s account as instructed. Seller agrees to use its best efforts to
complete the domain name transfer in a timely manner.

     

    Closing
Date

     

    The
Closing date is June 1st,
2008.

    


    Good Faith
Efforts:

     

    Each
party agrees to use its good faith efforts to perform in accordance with the
terms and conditions of this agreement and shall use all reasonable means to
assist the other party in obtaining the benefit of this agreement.

    


    Agreement:

     

    This
agreement constitutes the entire understanding and agreement of the parties with
respect to the subjects addressed herein, and there are no understandings,
agreements, restrictions or warranties between the parties other than those set
forth herein or referred to or provided for herein. One or both parties may not
assign without receiving the other party’s advance written
approval.

    


    Additional
Documents:

     

    Each
party shall execute such additional documents and take such actions as are
reasonably necessary to complete or confirm the transaction as contemplated by
this Agreement.

    


    Counterparts/Fax:

     

    This
Agreement may be signed in counterparts.  Signed counterparts of this
Agreement transmitted via Fax or Email are equivalent to a signed original of
this Agreement.

    


    Modification:

     

    Any
amendment or modification of this Agreement, or any waiver of its terms, in
order to be binding, must be written and signed by the parties
hereto.

    


    Governing
Law:

     

    The laws
of the state of Florida shall govern the validity, construction, interpretation,
and effect this agreement.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
    

     

    
      	
                                                                           
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
      Effective Date.

            
	
               

            	 
	Purchaser 	Seller
	 	 
	Elysium Internet,
      Inc.                           
      	Smash Clicks,
      Inc.                             
      
	Scott Gallagher,
      CEO	Andrew Thornhill,
      Director
	 	 
	 	 
	Contact
      Information:	Contact
      Information:
	Elysium Internet,
      Inc.	Smash Clicks,
      Inc.
	Scott
      Gallagher  	Andrew
      Thornhill
	300 State Street
      East, Suite 226 	Director
	Oldsmar, Florida
      34677  	Suite 205-207 Dowell
      House
	Office:
      813-749-8805	Cr. Roebuck &
      Palmetto St
	Cell:
      727-417-7807 	Bridgetown,
      Barbados
	Fax:
      215-689-2748	Fax:
      1-888-762-7423
	E-mail: FTSGroup@aol.com	domains@smashclicks.com