ex10_1.htm


    
      

    

     

    STOCK
      PURCHASE AGREEMENT

     

    BY
      AND
      AMONG

     

    PLUGINZ,
      LLC, A CALIFORNIA LIMITED LIABILITY COMPANY,

     

    PLUGINZ,
      INC.,

     

    PLUGIN
      STORES, INC.,

     

    PLANETTRAKS
      INC.

     

    AND
      PLANETLINK COMMUNICATIONS, INC.

     

     

    Dated
      as
      of October 18, 2007

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      STOCK PURCHASE AGREEMENT (this “Agreement”) is made and
      entered into as of October 18, 2007, by and among (1) Planetlink Communications,
      Inc., a Georgia corporation (the “Parent”), (2) Planettraks Inc., a Nevada
      corporation and wholly-owned subsidiary of the Parent (“Purchaser”), (3) Pluginz
      Inc., a Florida corporation, and Plugin Stores, Inc., a Delaware corporation
      (together, the “Companies”), and (4) Pluginz, LLC, a California limited
      liability company (the “Seller”).

     

    RECITALS

     

    A.           
      The Seller wishes to sell to Purchaser, and Parent wishes for Purchaser to
      purchase from Seller, all of the capital stock that the Seller owns in each
      of
      the Companies (the “Shares’), in accordance with the terms and conditions of
      this Agreement (the “Stock Purchase”) and, in furtherance thereof, have entered
      into the Stock Purchase.

     

    B.            
      Subject to the terms and conditions of this Agreement, Purchaser will purchase
      and the Seller will sell all of the issued and outstanding capital stock of
      each
      of the Companies in exchange for the consideration set forth
      herein.

     

    C.            
      The Companies and the Seller, on the one hand, and Purchaser, on the other
      hand,
      desire to make certain representations, warranties, covenants and other
      agreements in connection with the Stock Purchase.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements, covenants and other
      promises set forth herein, the mutual benefits to be gained by the performance
      thereof, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged and accepted, the parties hereby
      agree as follows:

     

    ARTICLE I

     

    SALE
      AND
      PURCHASE

     

    1.1          
      Sale
      of Capital Stock.  At the Closing and subject to and
      upon the terms and conditions of this Agreement, Seller will sell, transfer,
      convey and deliver to Purchaser and Parent will cause Purchaser to purchase
      and
      acquire from the Seller, good and valid title to all of the Shares, free and
      clear of any Encumbrances.  

     

    1.2          
      Purchase
      Price.  In consideration of the sale of Shares pursuant
      to Section 1.1 hereof, upon the terms and subject to the conditions set forth
      in
      this Agreement, Parent shall cause Purchaser to pay the Purchase Price to the
      Seller.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    1.3          
      Closing.  Upon
      the terms and subject to the conditions of this Agreement, the sale and purchase
      of the Shares shall take place at a closing (the “Closing”),
      which will take place as promptly as practicable after the execution and
      delivery of this Agreement by the parties hereto, unless another time or place
      is mutually agreed upon in writing by Purchaser and the Seller.  In
      any event the Closing shall take place within ten days of the execution of
      this
      Agreement (the “Closing Deadline”).  Timing is of the essence with
      respect to the Closing Deadline.  In the event the Closing does not
      take place by the Closing Deadline, this Agreement shall be rescindable at
      the
      option of the party not at fault for failure to close timely (the “Non-breaching
      Party”).  In the event the Non-breaching party does not choose to
      rescind in conjunction with a failure to close timely, this Agreement shall
      continue to be binding and fully enforceable by either party.  All
      documents delivered and actions taken at the Closing shall be deemed to have
      been delivered or taken simultaneously, and no such delivery or action shall
      be
      considered effective or complete unless or until all other such deliveries
      or
      actions are completed or waived in writing by the party against whom such waiver
      is sought to be enforced.  The date upon which the Closing actually
      occurs shall be referred to herein as the “Closing
      Date.”

     

    1.4   Closing
      Deliveries of the Seller and the Companies.  Upon the terms
      and subject to the conditions set forth in this Agreement, at the Closing,
      the
      Seller and the Companies shall deliver, or cause to be delivered, to Purchaser
      the following:

     

    (a)  stock
      certificates representing all of the Shares, duly endorsed (or accompanied
      by
      duly executed stock powers), for transfer to Purchaser;

     

    (b)  such
      other documents, instruments and certificates as are required in connection
      with
      the execution and delivery of this Agreement or as may be reasonably requested
      by Purchaser.

     

    1.5   Closing
      Deliveries of Purchaser and the Parent.  Upon the terms and
      subject to the conditions set forth in this Agreement, at the Closing, Parent
      and Purchaser shall deliver, or cause to be delivered:

     

    (a)  the
      Purchase Price to Seller, including the stock certificate(s) and promissory
      note, to be delivered not later than one (1) business day prior to the Closing;
      and

     

    (b)  such
      other documents, instruments and certificates as may be reasonably requested
      by
      the Seller and the Companies.

     

    1.6  
Taking
      of Necessary Action; Further Action.  If, at any time after the
      Closing, any reasonable further action is necessary to ensure that all of the
      Seller’s right, title and possession of the Shares is effectively transferred to
      the Purchaser, the Seller and the Companies will each take all such
      action.  If, at any time after the Closing, any reasonable further
      action is necessary to ensure that all right, title and possession of the
      Purchase Price is effectively transferred to the Seller, the Parent and
      Purchaser will each take all such action.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    1.7  
Certain
      Defined Terms.  For all purposes of this Agreement, the following
      terms shall have the following respective meanings:

     

    (a)   “Companies’
Capital
      Stock” shall mean the Companies’
Common and any other shares of capital stock, if any, of the Companies, taken
      together.

     

    (b)  “Companies’
Common”
shall
      mean shares of common stock, $0.001
      par value per share, of  Plugin Stores, Inc. and the common stock,
      $1.00 par value per share, of Pluginz Inc., taken together.

     

    (c)  “Encumbrance”
shall
      mean, with respect to the Shares, any
      mortgage, deed of trust, lien, pledge, charge, security interest, collateral
      assignment, adverse claim of title, ownership or right to use, restriction
      or
      other encumbrance of any kind in respect of such asset (including any
      restriction on (i) the voting of any security or the transfer of any security
      or
      other asset, (ii) the receipt of any income derived from any asset, (iii) the
      use of any asset and (iv) the possession, exercise or transfer of any other
      attribute of ownership of any asset); but excluding in each case any restriction
      imposed by generally applicable law and any liens for Taxes not yet due and
      payable.

     

    (d)   “Knowledge”
or
“Known”
shall
      mean (i) with
      respect to the Companies, the knowledge of the Companies’ boards of directors,
      officers and other persons serving in similar roles; provided, however,
      that such persons shall have made due and diligent inquiry of those employees
      of
      the Companies and those individuals retained by the Companies as consultants
      or
      contractors, in each case whom such officers reasonably believe would have
      actual knowledge of the matters represented, and (ii) with respect to the
      Seller, the knowledge of the Seller.

     

    (e)   “Purchase
      Price” shall mean the combination of: (i) a
      promissory note for Seventy-Five Thousand Dollars (US$75,000.00) to be paid
      to
      the Seller within 180 days of the Closing and (ii) 1,700,000,000 shares of
      Planetlink Communications, Inc.’s common stock.

     

    (f)   “Shares”
shall
      mean all shares of the Companies’ Capital Stock
      outstanding immediately prior to and at the Closing.


     

     

    ARTICLE II


     

    REPRESENTATIONS
      AND WARRANTIES OF PLUGINZ, INC.

     

    Pluginz,
      Inc. (“Pluginz”) represents and warrants to Purchaser as follows:

     

    2.1  
Organization
      of Pluginz.  Pluginz is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Florida.  Pluginz
      has the corporate power to own or lease its properties and to carry on its
      business as currently conducted.  Pluginz is duly qualified or
      licensed to do business and in good standing as a foreign corporation in each
      jurisdiction in which it conducts business, except where the failure to so
      qualify would not reasonably be expect to have a material adverse effect on
      the
      business of Pluginz.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    2.2  
Pluginz
      Capital Structure. 

     

    (a)  The
      authorized capital stock of Pluginz consists of 7,500 shares of Common Stock,
      of
      which 200 shares are issued and outstanding as of the date hereof, all of which
      are held of record and beneficially by the Seller.  All outstanding
      shares of Pluginz Common stock are duly authorized, validly issued, fully paid
      and non-assessable and not subject to preemptive rights created by statute,
      the
      articles of incorporation or bylaws of Pluginz, or any agreement to which
      Pluginz is a party or by which it is bound.  All outstanding shares of
      Pluginz Common stock have been issued in compliance with all applicable federal
      and state securities laws.

     

    (b)  Subject
      to and upon the terms and conditions of this Agreement, as a result of the
      Stock
      Purchase, Purchaser will be the sole record and, assuming Purchaser has not
      taken and does not take any action to transfer or share beneficial ownership
      of
      any Pluginz Capital Stock, beneficial holder of all issued and outstanding
      Pluginz Capital Stock, free and clear of any Encumbrances, such that, as of
      immediately following the Closing, assuming Purchaser has not taken and does
      not
      take any action to transfer or encumber any such shares or rights, Pluginz
      will
      become a wholly-owned subsidiary of Purchaser.  As of immediately
      following the Closing, no person or entity that held Pluginz Capital Stock
      immediately prior to the Closing has any bona fide claim that such person or
      entity is entitled to any amounts whatsoever.

     

    2.3  
Subsidiaries. 
      Pluginz does not have any subsidiaries and does not otherwise own any shares
      of
      capital stock or any interest in, or control of, directly or indirectly, any
      other corporation, partnership, association, joint venture or other business
      entity.

     

    2.4  
Authority. 
      Pluginz has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby.  The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action on the part of Pluginz.  This Agreement has been duly
      executed and delivered by Pluginz and assuming the due authorization, execution
      and delivery by the other parties hereto and thereto, constitutes the valid
      and
      binding obligations of Pluginz enforceable against Pluginz in accordance with
      its terms, subject to applicable bankruptcy, insolvency, moratorium or other
      similar laws relating to creditors’ rights and general principles of
      equity.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    ARTICLE III

     

    REPRESENTATIONS
      AND WARRANTIES OF PLUGIN STORES, INC.

     

    Plugin
      Stores, Inc. (“PS”) represents and warrants to Purchaser as
      follows:

     

    3.1  
Organization
      of PS.  PS is a corporation duly organized, validly existing and in
      good standing under the laws of the State of Delaware.  PS has the
      corporate power to own or lease its properties and to carry on its business
      as
      currently conducted.  PS is duly qualified or licensed to do business
      and in good standing as a foreign corporation in each jurisdiction in which
      it
      conducts business, except where the failure to so qualify would not reasonably
      be expect to have a material adverse effect on the business of PS.

     

    3.2  
PS
      Capital Structure. 

     

    (a)  The
      authorized capital stock of PS consists of 1,000 shares of Common stock, of
      which 100 shares are issued and outstanding as of the date hereof, all of which
      are held of record and beneficially by the Seller.  All outstanding
      shares of PS’s Common Stock are duly authorized, validly issued, fully paid and
      non-assessable and not subject to preemptive rights created by statute, the
      certificate of incorporation or bylaws of PS, or any agreement to which PS
      is a
      party or by which it is bound.  All outstanding shares of PS Common
      Stock have been issued in compliance with all applicable federal and state
      securities laws.

     

    (b)  Subject
      to and upon the terms and conditions of this Agreement, as a result of the
      Stock
      Purchase, Purchaser will be the sole record and, assuming Purchaser has not
      taken and does not take any action to transfer or share beneficial ownership
      of
      any PS Capital Stock, beneficial holder of all issued and outstanding PS Capital
      Stock, free and clear of any Encumbrances, such that, as of immediately
      following the Closing, assuming Purchaser has not taken and does not take any
      action to transfer or encumber any such shares or rights, PS will become a
      wholly-owned subsidiary of Purchaser.  As of immediately following the
      Closing, no person or entity that held PS Capital Stock immediately prior to
      the
      Closing has any bona fide claim that such person or entity is entitled to any
      amounts whatsoever.

     

    3.3  
Subsidiaries. 
      PS does not have any subsidiaries and does not otherwise own any shares of
      capital stock or any interest in, or control of, directly or indirectly, any
      other corporation, partnership, association, joint venture or other business
      entity.

     

    3.4  
Authority. 
      PS has all requisite corporate power and authority to enter into this Agreement
      and to consummate the transactions contemplated hereby.  The execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby have been duly authorized by all necessary corporate action
      on the part of PS. This Agreement has been duly executed and delivered by PS
      and
      assuming the due authorization, execution and delivery by the other parties
      hereto, constitutes the valid and binding obligations of PS enforceable against
      PS in accordance with its terms, subject to applicable bankruptcy, insolvency,
      moratorium or other similar laws relating to creditors’ rights and general
      principles of equity.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    ARTICLE IV

     

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

     

    The
      Seller hereby represents and warrants to Purchaser as follows:

     

    4.1 
 Ownership
      of Companies’ Capital Stock.  The Seller is the sole record and
      beneficial owner of the Shares.  The Shares are not subject to any
      Encumbrances or to any rights of first refusal of any kind, and the Seller
      has
      not granted any rights to purchase such Shares to any other
      person.  The Seller has the sole right to transfer the Shares to
      Purchaser.  The Shares constitute all of the Companies’ Capital Stock
      owned, beneficially or of record, by the Seller, and the Seller has no options,
      warrants or other rights to acquire Companies Capital
      Stock.  

     

    4.2 
 Absence
      of Claims by the Seller.  The Seller does not have any claim against
      the Companies, whether present or future, contingent or unconditional, fixed
      or
      variable under any contract or on any other basis whatsoever, whether in equity
      or at law, arising out of any action, inaction or omission by the Companies,
      or
      for which either Company is liable, on or prior to the Closing
      Date.

     

    4.3
       
 Authority. 
      The Seller has all requisite corporate power to enter into this Agreement and
      to
      consummate the transactions contemplated hereby.  The execution and
      delivery of this Agreement and the consummation of the transactions contemplated
      hereby have been duly authorized by all necessary corporate action on the part
      of the Seller.  This Agreement has been duly executed and delivered by
      the Seller, and assuming the due authorization, execution and delivery by the
      other parties hereto and thereto, constitutes the valid and binding obligations
      of the Seller, subject to applicable bankruptcy, insolvency, moratorium or
      other
      similar laws relating to creditors’ rights and general principles of
      equity.

     

    4.4 
 No
      Conflict.  The execution and delivery by the Seller of this
      Agreement and the consummation of the transactions contemplated hereby will
      not
      conflict with (a) the Certificate of Incorporation of the Seller, or
      (b) to the Knowledge of the Seller, any judgment, order, decree, statute,
      law, ordinance, rule or regulation applicable to the Seller or his
      properties or assets (whether tangible or intangible).

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    ARTICLE V

    REPRESENTATIONS
      AND WARRANTIES OF PARENT

     

    Parent
      hereby represents and warrants to the Companies and the
      Seller, as follows:

     

    5.1  
Organization,
      Standing and Power.  Parent is a duly organized, validly existing
      corporation and in good standing under the laws of the State of
      Georgia.

     

    5.2  
Authority. 
      Parent has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby.  The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action on the part of Parent.  This Agreement has been duly
      executed and delivered by Parent and constitutes the valid and binding
      obligations of Parent, enforceable against Parent in accordance with its terms,
      subject to applicable bankruptcy, insolvency, moratorium or other similar laws
      relating to creditors’ rights and general principles of equity.

     

    5.3  
Parent
      Capital Structure. 

     

    (a)  Parent
      is
      authorized to issue 4,850,000,000 shares of Common stock, and 150,000,000 shares
      of preferred stock. Parent currently has 1,093,683,760 shares of common stock
      and 2,583,334 shares of preferred stock issued and outstanding as of the date
      hereof.  All outstanding shares of Parent Capital Stock are duly
      authorized, validly issued, fully paid and non-assessable and not subject to
      preemptive rights created by statute, the certificate of incorporation or bylaws
      of Parent, or any agreement to which Parent is a party or by which it is
      bound.  All outstanding shares of Parent Capital Stock have been
      issued in compliance with all applicable federal and state securities
      laws.

     

    (b)  Subject
      to and upon the terms and conditions of this Agreement, as a result of the
      Stock
      Purchase, Seller will be the sole record and, assuming Seller has not taken
      and
      does not take any action to transfer or share beneficial ownership of any
      Purchaser Capital Stock, beneficial holder of 1,700,000,000 shares Parent Common
      Stock, free and clear of any Encumbrances, such that, as of immediately
      following the Closing, Seller will become the majority stockholder of
      Parent.

     

    ARTICLE VI

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      hereby represents and warrants to the Companies and the Seller, as
      follows:

     

    6.1  
Organization,
      Standing and Power.  Purchaser is a  duly organized, validly
      existing corporation and in good standing under the laws of the State of
      Nevada.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    6.2  
Authority. 
      Purchaser has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby.  The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action on the part of Purchaser.  This Agreement has been
      duly executed and delivered by Purchaser and constitutes the valid and binding
      obligations of Purchaser, enforceable against Purchaser in accordance with
      its
      terms, subject to applicable bankruptcy, insolvency, moratorium or other similar
      laws relating to creditors’ rights and general principles of
      equity.

     

    6.3  
Purchaser
      Capital Structure. 

     

    (a)  Purchaser
      is authorized to issue 800,000,000 shares of Common stock, and 100,000,000
      shares of preferred stock.  Purchaser currently has 500 shares of
      common stock and 0 shares of preferred stock issued and outstanding as of the
      date hereof.  All outstanding shares of Purchaser Capital Stock are
      duly authorized, validly issued, fully paid and non-assessable and not subject
      to preemptive rights created by statute, the certificate of incorporation or
      bylaws of Purchaser, or any agreement to which Purchaser is a party or by which
      it is bound.  All outstanding shares of Purchaser Capital Stock have
      been issued in compliance with all applicable federal and state securities
      laws.

     

    Subject
      to and upon the terms and conditions of this Agreement, as a result of the
      Stock
      Purchase, Seller will be the sole record and, assuming Seller has not taken
      and
      does not take any action to transfer or share beneficial ownership of any
      Purchaser Capital Stock, beneficial holder of 1,700,000,000 shares Parent Common
      Stock, free and clear of any Encumbrances, such that, as of immediately
      following the Closing, Seller will become the majority stockholder of
      Parent.

     

     

    ARTICLE VII

    ADDITIONAL
      AGREEMENTS

     

    7.1      
Parent’s
      Board of Directors.  With the exception of M. Dewey Bain
      (“Bain”), each member of the Parent’s current Board of Directors shall resign
      from such position effective immediately upon the Closing.  Upon
      Closing Parent shall appoint Chris Piercy to Parent’s Board of Directors, with
      Chris Piercy to serve as its chairman.  Other person(s) will be
      appointed to Parent’s Board of Directors by mutual agreement of the
      Parent.

     

    7.2          
       Acquisition of DnC Multimedia.  In addition to the
      acquisition of the Companies, Parent and Purchaser intend to purchase DnC
      Multimedia, Inc. from Seller.  If Purchaser is unable to complete such
      purchase of DnC Multimedia, Inc. within thirty days of the Closing, then Seller
      shall have the option of rescinding the transaction contemplated in this
      Agreement.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    ARTICLE VIII

     

    CONDITIONS
      TO CLOSING

     

    8.1  
Conditions
      to Obligations of Each Party to Effect the Stock Purchase.  The
      respective obligations of the Companies, Purchaser and the Seller to consummate
      and effect the Stock Purchase, this Agreement and the transactions contemplated
      hereby shall be subject to the satisfaction, at or prior to the Closing, of
      the
      following conditions:

     

    (a)  No
      Order.  No Governmental Entity shall have enacted, issued,
      promulgated, enforced or entered any statute, rule, regulation, executive order,
      decree, injunction or other order (whether temporary, preliminary or permanent)
      which is in effect and which has the effect of making the Stock Purchase, this
      Agreement and the transactions contemplated hereby illegal or otherwise
      prohibiting consummation of the Stock Purchase, this Agreement and the
      transactions contemplated hereby.

     

    (b)  No
      Injunctions or Restraints; Illegality.  No temporary restraining
      order, preliminary or permanent injunction or other order issued by any court
      of
      competent jurisdiction or other legal restraint or prohibition preventing the
      consummation of the Stock Purchase, this Agreement and the transactions
      contemplated hereby shall be in effect, nor shall any proceeding brought by
      an
      administrative agency or commission or other governmental authority or
      instrumentality, domestic or foreign, seeking any of the foregoing be threatened
      or pending.

     

    8.2  
Conditions
      to the Obligations of Purchaser.  The obligations of Purchaser to
      consummate and effect the Stock Purchase, this Agreement and the transactions
      contemplated hereby shall be subject to the satisfaction at or prior to the
      Closing of each of the following conditions, any of which may be waived, in
      writing, exclusively by Purchaser:

     

    (a)  Representations
      and Warranties.  The representations and warranties of each of the
      Companies and the Seller in this Agreement (other than the representations
      and
      warranties of each of the Companies and the Seller as of a specified date,
      which
      shall be true and correct as of such date) shall be true and correct on and
      as
      of the Closing Date.

     

    (b)  Litigation.  There
      shall be no action, suit, claim, order, injunction or proceeding of any nature
      pending, or overtly threatened, against Purchaser or the Companies, their
      respective properties or any of their respective officers or directors arising
      out of, or in any way connected with, the Stock Purchase or the other
      transactions contemplated by the terms of this Agreement.

     

    (c)  Certificate
      of Secretary of Companies.  Purchaser shall have received a
      certificate, validly executed by the Secretary of each of the Companies,
      certifying as to (i) the terms and effectiveness of the articles of
      incorporation and the bylaws of each of the Companies, and (ii) the valid
      adoption of resolutions of the Board of Directors of each of the Companies
      approving this Agreement and the consummation of the transactions contemplated
      hereby.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (d)  Certificate
      of Good Standing.  Purchaser shall have received a certificate of
      good standing from the Secretary of State of the State of Florida for Pluginz
      and from the Secretary of State of the State of Delaware for PS which is dated
      within a reasonable period prior to Closing with respect to each of the
      Companies.

     

    8.3  
Conditions
      to Obligations of the Companies and the Seller.  The obligations of
      the Companies and the Seller to consummate and effect the Stock Purchase, this
      Agreement and the transactions contemplated hereby shall be subject to the
      satisfaction at or prior to the Closing of each of the following conditions,
      any
      of which may be waived, in writing, exclusively by both the Companies and the
      Seller:

     

    (a)  Representations
      and Warranties.  The representations and warranties of Purchaser in
      this Agreement (other than the representations and warranties of Purchaser
      as of
      a specified date, which shall be true and correct as of such date) shall be
      true
      and correct on and as of the Closing Date.

     

    (b)       Closing
      of Additional Agreements.  On or before the Closing, the
      following transactions shall have closed:  (i) an amendment to the
      Settlement Agreement, dated March 30, 2007 between the Parent and Sean Fulda
      that is satisfactory to both Parent and Seller.

     

    ARTICLE IX

     

    GENERAL
      PROVISIONS

     

    9.1  
Notices. 
      All notices and other communications hereunder shall be in writing and shall
      be
      deemed given if delivered personally or by commercial messenger or courier
      service, or mailed by registered or certified mail (return receipt requested)
      or
      sent via facsimile (with acknowledgment of complete transmission) to the parties
      at the following addresses (or at such other address for a party as shall be
      specified by like notice); provided, however, that notices
      sent by mail will not be deemed given until received:

     

    (a)  if
      to
      Purchaser, to:

     

    Planetlink
      Communications, Inc.

    1415
      Brookhout Drive

    Cumming,
      GA 30041

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (b) 
if
      to the
      Companies or the Seller, to:

    


    Pluginz,
      LLC

    228
      Hamilton Avenue, 3rd Floor

    Palo
      Alto, CA 94303

     

    9.2 
 Interpretation. 
      The words “include,” “includes” and “including” when used herein shall be deemed
      in each case to be followed by the words “without limitation.”  The
      table of contents and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

     

    9.3 
 Counterparts. 
      This Agreement may be executed in one or more counterparts, all of which shall
      be considered one and the same agreement and shall become effective when one
      or
      more counterparts have been signed by each of the parties and delivered to
      the
      other party, it being understood that all parties need not sign the same
      counterpart.

     

    9.4 
 Entire
      Agreement; Assignment.  This Agreement and the documents and
      instruments and other agreements among the parties hereto referenced herein:
      (a) constitute the entire agreement among the parties with respect to the
      subject matter hereof and supersede all prior agreements and understandings
      both
      written and oral, among the parties with respect to the subject matter hereof,
      (b) are not intended to confer upon any other person any rights or remedies
      hereunder, and (c) shall not be assigned by operation of law or otherwise,
      except that Purchaser may assign its rights and delegate its obligations
      hereunder to its  affiliates.

     

    9.5 
 Severability. 
      In the event that any provision of this Agreement or the application thereof,
      becomes or is declared by a court of competent jurisdiction to be illegal,
      void
      or unenforceable, the remainder of this Agreement will continue in full force
      and effect and the application of such provision to other persons or
      circumstances will be interpreted so as reasonably to effect the intent of
      the
      parties hereto.  The parties further agree to replace such void or
      unenforceable provision of this Agreement with a valid and enforceable provision
      that will achieve, to the extent possible, the economic, business and other
      purposes of such void or unenforceable provision.

     

    9.6 
 Amendment. 
      This Agreement may be amended or terminated by the parties hereto at any time
      by
      execution of an instrument in writing signed on behalf of the party against
      whom
      enforcement is sought.

     

    9.7 
 Governing
      Law; Exclusive Jurisdiction.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of California, regardless
      of
      the laws that might otherwise govern under applicable principles of conflicts
      of
      laws thereof.

     

    9.8 
 Rules
      of Construction.  The parties hereto agree that they have been
      represented by counsel during the negotiation and execution of this Agreement
      and, therefore, waive the application of any law, regulation, holding or rule
      of
      construction providing that ambiguities in an agreement or other document will
      be construed against the party drafting such agreement or document.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    [remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS WHEREOF, Parent, Purchaser, the Companies, and the Seller have caused
      this Agreement to be signed, all as of the date first written
      above.

     

    
      	 	
              PLANETLINK
                COMMUNICATIONS, INC. (PARENT)

            
	 	 
	 	
              By:

            	 	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              PLANETTRAKS,
                INC. (PURCHASER)

            
	 	 
	 	
              By:

            	 	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              PLUGIN
                STORES, INC.

            
	 	 
	 	
              By:

            	 	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              PLUGINZ,
                INC.

            
	 	 
	 	
              By:

            	 	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              PLUGINZ,
                LLC (SELLER)

            
	 	 
	 	
              By:

            	 	 
	 	
              Name:

            
	 	
              Title:

            


    

    


     

    SIGNATURE
      PAGE TO STOCK PURCHASE AGREEMENT