lcc_ex1010-71024.htm


    Exhibit
      10.10

     

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of
      October 22, 2007, is made by and between Longfoot Communications Corp. a
      Delaware corporation (the “Company”), the Investors listed on
Exhibit A hereto (each, an “Investor” and
      collectively, the “Investors”) and Sim Farar, Justin Farar, Joel
      Farar, PP6O, LLC, Gusmail, LLC and 32 Mayall, LLC (collectively, the
“Existing Stockholders”).

     

    RECITALS

     

    A.           The
      Investors desire to acquire from the Company, and the Company desires to issue
      and sell to the Investors, in the manner and on the terms and conditions
      hereinafter set forth, shares of Common Stock of the Company as set forth herein
      (collectively, the “Shares”).

     

    B.           In
      connection with the Investors’ purchase of the Shares, the Company and the
      Investors desire to establish certain rights and obligations between
      themselves.

     

    AGREEMENTS

     

    NOW,
      THEREFORE, in consideration of these premises, the mutual covenants and
      agreements herein contained and for other good and valuable consideration,
      the
      sufficiency and receipt of which are hereby acknowledged, the Company and the
      Investors hereby agree as follows:

     

    SECTION
      I    DEFINITIONS.

     

    The
      following terms when used in this Agreement have the following respective
      meanings:

     

    “1933
      Act” means the Securities Act of 1933, as amended.

     

    “1934
      Act” means the Securities Exchange Act of 1934, as
      amended.

     

    “Affiliate”
      means with respect to any Person, any (i) officer, director, partner or holder
      of more than 10% of the outstanding shares or equity interests of such Person,
      (ii) any Relation of such Person, or (iii) any other Person which directly
      or
      indirectly controls, is controlled by, or is under common control with such
      Person.  A Person will be deemed to control another Person if such
      Person possesses, directly or indirectly, the power to direct or cause the
      direction of the management and policies of the “Controlled”
Person, whether through ownership of voting securities, by
      contract, or
      otherwise.

     

    “Business
      Day” means a day other than Saturday, Sunday or statutory holiday in
      the State of New York and in the event that any action to be taken hereunder
      falls on a day which is not a Business Day, then such action shall be taken
      on
      the next succeeding Business Day.

     

    “Businesses”
      has the meaning set forth in Section 4.1(k).

     

    “Bylaws”
      means the Bylaws of the Company.

     

    “Certificate
      of Incorporation” means the Certificate of Incorporation of the
      Company, as amended and restated and as on file with the Secretary of State
      of
      the State of Delaware on the date of this Agreement.

     

    “Closing
      Date” has the meaning set forth in Section 3.1
      hereof.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Closing”
      has the meaning set forth in Section 3.1 hereof.

     

    “Common
      Stock” means shares of the common stock, $0.001 par value, of the
      Company.

     

    “Company
      Stockholder Approval” means the approval by the requisite vote of the
      stockholders of the Company of the Company Stockholder Proposals.

     

    “Company
      Stockholder Proposals” means  (i) the consummation
      of the Divestment, (ii) the consummation of the Reverse Split,
      (iii) the proposed amendment to the Certificate of Incorporation of the
      Company (A) increasing the number of shares of Common Stock that the
      Company shall be authorized to issue to 225 million shares of common stock,
      $0.001 par value, of the Company and 25 million shares of preferred stock,
      $0.001 par value, of the Company, (B) providing for indemnification of and
      advancement of expenses for officers and directors to the maximum extent
      permitted by applicable law, (C) providing that the size of the Board shall
      be determined as provided in the Company’s bylaws, and (D) such other
      changes reasonably satisfactory to the Investors and (iv) adoption of new
      bylaws in a form reasonably satisfactory to the Investors.

     

    “Divestment”
      has the meaning set forth in Section 5.3.

     

    “End
      Date” shall have the meaning as used in
Section 7.1(b)(i).

     

    “Existing
      Stockholders” has the meaning set forth in the introductory paragraph
      hereto.

     

    “GAAP”
      means generally accepted accounting principles.

     

    “Governmental
      Authority” means the United States, any state or municipality, the
      government of any foreign country, any subdivision of any of the foregoing,
      or
      any authority, department, commission, board, bureau, agency, court, or
      instrumentality of any of the foregoing.

     

    “Knowledge”
      as to the Company means the actual knowledge of the officers of the Company
      after due and diligence inquiry of the employees or agents of the Company
      reasonably believed to have knowledge of such matters.

     

    “Lien”
      means any mortgage, lien, pledge, security interest, easement, conditional
      sale
      or other title retention agreement, or other encumbrance of any
      kind.

     

    “Material
      Adverse Effect” means a change or effect in the condition (financial or
      otherwise), properties, assets, liabilities, rights, operations or business
      of
      the Company which change or effect, individually or in the aggregate, could
      reasonably be expected to be materially adverse to such condition, properties,
      assets, liabilities, rights, operations or business.

     

    “Person”
      means an individual, corporation, limited liability company, partnership, joint
      venture, trust, unincorporated organization, or Governmental
      Authority.

     

    “Proxy
      Statement” means the proxy statement or information statement
      for the Stockholders Meeting, together with any amendments or supplements
      thereof.

     

    “Purchase
      Price” means the cash and cash equivalents of the Company at the
      Closing Date after deducting any and all liabilities, including liabilities
      related in any manner to (i)  the Stockholders Consent,
      (ii) soliciting approval of the Company Stockholder Proposals and
      (iii) the costs and expenses of the transactions contemplated
      hereby.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Reverse
      Split” means a one-for-three (1:3) combination, consolidation or “reverse split”
of the currently outstanding shares of the Company so that approximately
      1,631,616 shares of common stock shall thereupon be outstanding.

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “SEC
      Filings” has the meaning set forth in
Section 4.2(f) hereof.

     

    “Shares”
      shall have the meaning set forth in the recitals hereto.

     

    “Stockholders”
      mean the record holders of shares of capital stock of the Company.

     

    “Stockholders
      Consent” means the written consent  of the Existing
      Stockholders and other stockholders of the Company to approve and effect the
       Company Stockholder Approval.

     

    SECTION
      II    PURCHASE AND SALE
      OF COMMON STOCK.

     

    2.1  Issuance
      and Purchase of Common Stock  
      At the Closing and after giving effect to the Reverse Split, based upon the
      representations, warranties, covenants and agreements of the parties set forth
      in this Agreement, the Company shall issue and sell to the Investors, and the
      Investors shall purchase from the Company, an aggregate of 1,698,212 Shares,
      which are being allocated among the Investors as provided in Exhibit A
      attached hereto.  At the Closing, the Company will issue and deliver
      to each of the Investors a stock certificate registered in the name of each
      such
      Investor representing the number of Shares set forth opposite such Investor’s
      name on Exhibit A, against payment of the percentage of the Purchase Price
      set forth opposite such Investor’s name on Exhibit A.  At the
      Closing, no more than 3,329,828 shares of common stock shall be issued and
      outstanding. The Shares to be issued to the Investors will equal, in the
      aggregate, fifty-one percent (51%) of the outstanding capital stock of the
      Company on the Closing Date, on a fully-diluted basis, after giving effect
      to
      the exercise of all exercisable instruments and securities.  The
      Company represents and warrants that without limitation, this calculation takes
      into account any shares of Common Stock issuable upon the exercise of
      outstanding options or warrants to purchase shares of Common Stock and that
      no
      convertible securities are issued and outstanding.

     

    2.2  Payment
      for Common Stock  
      At the Closing Date, for all of the Shares, the Investors shall pay to the
      Company, in the aggregate, the Purchase Price.  The Investors will pay
      the Purchase Price by wire transfers of immediately available funds to an
      account designated in writing by the Company.

     

    SECTION
      III    THE
      CLOSING.

     

    3.1  Closing  
      The closing of the issuance and sale of the Shares pursuant to
Section 2.1 hereof and certain of the other transactions
      contemplated hereby (the “Closing”) will take place at the offices of
      the Company located at 9229 Sunset Blvd., Suite 810, West Hollywood. California
      90069 on the next business day (or such later date as the parties hereto may
      agree) following the satisfaction or waiver of the conditions set forth in
      Section VI hereof (the “Closing Date”), or at such other time or
      place as the parties mutually agree.

     

    3.2  Deliveries
      by the Company  
      At the Closing, the Company shall deliver or cause to be delivered to the
      Investors the following items (in addition to any other items required to be
      delivered to the Investors pursuant to any other provision of this
      Agreement):

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (a)  certificates
      representing the Shares being issued and sold by the Company to the Investors
      pursuant to Section 2.1 hereof, duly recorded on the books of
      the Company in the names of each of the Investors as set forth on
Exhibit A;

     

    (b)  a
      certificate of the Secretary of State of the State of Delaware as to the good
      standing of the Company dated within five days prior to the Closing
      Date;

     

    (c)  resignations
      of such of the current directors and officers  from their positions as
      directors and officers of the Company as requested by the
      Investors;

     

    (d)  Duly
      executed corporate actions fixing the size of the Board at a number satisfactory
      to the Investors, accepting any resignations pursuant to Section
3.2(c) and appointing persons reasonably satisfactory to the
      Investors as directors and officers of the Company; and

     

    (e)  Evidence
      satisfactory to the Investors that the Company Stockholder Proposals have been
      approved and as to the amount of cash, cash equivalents and liabilities of
      the
      Company at the Closing.

     

    3.3  Deliveries
      by the Investors  
      At the Closing, each of the Investors shall deliver or cause to be delivered
      to
      the Company (in addition to any other items required to be delivered to the
      Company pursuant to any other provision of this Agreement) payment by wire
      transfer of immediately available funds necessary to satisfy each Investor’s
      obligations to the Company under Section 2.2 hereof and to
      result in payment to the Company of the Purchase Price.

     

    SECTION
      IV    REPRESENTATIONS
      AND WARRANTIES.

     

    4.1  Representations
      and Warranties of the Company  
      In order to induce each of the Investors to purchase the Common Stock that
      it is
      purchasing hereunder, the Company and the Existing Stockholders represent and
      warrant to the Investors that:

     

    (a)  Organization
      and Standing.  The Company is duly incorporated and validly
      existing under the laws of the State of Delaware, and has all requisite
      corporate power and authority to own or lease its properties and assets and
      to
      conduct its business as it is presently being conducted.  The Company
      does not own any equity interest, directly or indirectly, in any other Person
      or
      business enterprise.  The Company is qualified to do business and is
      in good standing in each jurisdiction in which the failure to so qualify could
      reasonably be expected to have a material adverse effect upon its assets,
      properties, financial condition, results of operations or
      business.  The Company has one subsidiary.

     

    (b)  Capitalization.  At
      the date of this Agreement and before giving effect to the Reverse Split, the
      authorized capital stock of the Company consists of (i) 50,000,000 shares of
      Common Stock, of which 4,894,848 shares are issued and outstanding, and (ii)
      1,000,000 shares of Preferred Stock, of which no shares are issued and
      outstanding. The Company has no other equity securities of any class issued,
      reserved for issuance or outstanding.  Except as set forth below,
      there are (x) no outstanding options, offers, warrants, conversion rights,
      contracts or other rights to subscribe for or to purchase from the Company,
      or
      agreements obligating the Company to issue, transfer, or sell (whether formal
      or
      informal, written or oral, firm or contingent), shares of capital stock or
      other
      securities of the Company (whether debt, equity, or a combination thereof)
      or
      obligating the Company to grant, extend, or enter into any such agreement and
      (y) no agreements or other understandings (whether formal or informal, written
      or oral, firm or contingent) which require or may require the Company to
      repurchase any of its Common Stock.  There are no preemptive or
      similar rights with respect to the Company’s capital stock.  There are
      no anti-dilution or price adjustment provisions contained in any security issued
      by the Company (or in any agreement providing rights to security
      holders).  

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    The
      Company is not a party to, and to the Knowledge of the Company and the Existing
      Stockholders, no Stockholder is a party to, any voting agreements, voting
      trusts, proxies or any other agreements, instruments or understandings with
      respect to the voting of any shares of the capital stock of the Company, or
      any
      agreement with respect to the transferability, purchase or redemption of any
      shares of the capital stock of the Company.  The issue and sale of the
      Shares to the Investors does not obligate the Company to issue any shares of
      capital stock or other securities to any Person (other than the Investors)
      and
      will not result in a right of any holder of Company securities to adjust the
      exercise, conversion, exchange or reset price under such
      securities.  The outstanding Common Stock is all duly and validly
      authorized and issued, fully paid and nonassessable. As of the date hereof,
      there are:  no shares of common stock reserved for issuance upon
      exercise of outstanding stock options and no shares reserved for issuance upon
      exercise of outstanding warrants.  The Company does not have issued or
      outstanding any convertible securities.  Upon issuance of the Shares
      to the Investors at the Closing, the Investors shall own 51% of the issued
      and
      outstanding Shares of the Company on a fully-diluted basis.

     

    (c)  Capacity
      of the Company and the Existing Stockholders; Authorization; Execution of
      Agreements.  Each of the Company and each of the Existing
      Stockholders has all requisite power, authority and capacity to enter into
      this
      Agreement and to perform the transactions and obligations to be performed by
      it
      hereunder.  Subject to the Company Stockholder Approval as
      contemplated by this Agreement, the execution and delivery of this Agreement
      by
      the Company, and the performance by the Company of the transactions and
      obligations contemplated hereby, including, without limitation, the issuance
      and
      delivery of the Shares to the Investors hereunder, have been duly authorized
      by
      all requisite action of the Company.  This Agreement has been duly
      executed and delivered by a duly authorized officer of the Company and, where
      applicable, the Existing Stockholders, and constitutes a valid and legally
      binding agreement of the Company and each of the Existing Stockholders,
      enforceable in accordance with its terms, except as enforcement thereof may
      be
      limited by bankruptcy, insolvency, reorganization, moratorium or other similar
      laws of the United States (both state and federal), affecting the enforcement
      of
      creditors’ rights or remedies in general from time to time in effect and the
      exercise by courts of equity powers or their application of principles of public
      policy.

     

    (d)  Status
      of Shares.  The Shares being issued and purchased hereunder, all
      of which are to be issued by the Company to the Investors and paid for by the
      Investors pursuant to the terms of this Agreement, are and will be, when issued,
      (i) duly authorized, validly issued, fully paid and nonassessable,
      (ii) issued in compliance with all applicable United States federal and
      state securities laws, (iii) subject to restrictions under this Agreement,
      and applicable United States federal and state securities laws, have the rights
      and preferences set forth in the Certificate of Incorporation, and
      (iv) free and clear of all Liens.

     

    (e)  Conflicts;
      Defaults.  Subject to the Company Stockholder Approval, as
      contemplated by this Agreement, the execution and delivery of this Agreement
      by
      the Company and each of the Existing Stockholders and the performance by the
      Company and each of the Existing Stockholders of the transactions and
      obligations contemplated hereby and thereby to be performed by it do not (i)
      violate, conflict with, or constitute a default under any of the terms or
      provisions of, the Certificate of Incorporation, the Bylaws, or any provisions
      of, or result in the acceleration of any obligation under, any contract, note,
      debt instrument, security agreement or other instrument to which the Company
      or
      any of the Existing Stockholders is a party or by which the Company or any
      of
      the Existing Stockholders, or any of its assets is bound; (ii) result in
      the creation or imposition of any Liens or claims upon the Company’s assets or
      upon any of the shares of capital stock of the Company; (iii) constitute a
      violation of any law, statute, judgment, decree, order, rule, or regulation
      of a
      Governmental Authority applicable to the Company or any of the Existing
      Stockholders; or (iv) constitute an event which, after notice or lapse of time
      or both, would result in any of the foregoing.  The Company is not
      presently in violation of its Certificate of Incorporation or
      Bylaws.

     

    
      
        
        

      

      
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    (f)  SEC
      Filings.  The SEC Filings, when filed, complied in all material
      respects with the requirements of Section 15(d) of the 1934 Act, did not,
      as of the dates when filed, contain an untrue statement of material fact or
      omit
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading. The SEC Filings are all of the filings that
      the Company was required to file with the SEC during the periods covered thereby
      and all such filings were made on a timely basis when due.  The
      financial statements of the Company included in the SEC Filings complied in
      all
      material respects with the rules and regulations of the SEC with respect thereto
      as in effect at the time of filing.  Such financial statements have
      been prepared in accordance with U.S. GAAP applied on a consistent basis during
      the periods covered by such financial statements, except as may be otherwise
      specified in such financial statements or the notes thereto, and fairly present
      in all material respects the financial position of the Company as of and for
      the
      dates thereof and for the periods indicated, and the results of operations
      and
      cash flows for the periods then ended, subject, in the case of unaudited
      statements, to normal, immaterial, year-end audit adjustments.  All
      material agreements to which the Company is a party or to which the property
      or
      assets of the Company are subject and which are required to be disclosed
      pursuant to the 1934 Act are included as part of or specifically identified
      in
      the SEC Filings.

     

    (g)  Material
      Changes. Since the date of the latest audited financial statements included
      within the SEC Filings, except as specifically disclosed in the SEC Filings,
      (i)
      there has been no event that could result in a Material Adverse Effect, (ii)
      the
      Company has not incurred any liabilities (contingent or otherwise) other than
      (A) trade payables and accrued expenses incurred in the ordinary course of
      the
      business of a shell corporation consistent with past practice and (B)
      liabilities not required to be reflected in the Company’s financial statements
      pursuant to U.S. GAAP as required to be disclosed in filings made with the
      SEC,
      (iii) the Company has not altered its method of accounting or the identity
      of
      its auditors, except as disclosed in its SEC Filings (iv) the Company has not
      declared or made any dividend or distribution of cash or other property to
      its
      stockholders or purchased, redeemed or made any agreements to purchase or redeem
      any shares of its capital stock and (v) the Company has not issued any equity
      securities to any officer, director or affiliate, except 129,870 shares issued
      to PP6O, LLC on August 23, 2007 and 259,740 shares issued to PP6O, LLC on
      October 4, 2007, in each instance for valid consideration consisting of
      conversion of debt.

     

    (h)  Absence
      of Litigation.  There is no action, suit, claim, proceeding,
      inquiry or investigation before or by any court, public board, government
      agency, self-regulatory organization or body pending or, to the knowledge of
      the
      Company, threatened against or affecting the Company.

     

    (i)  Brokers,
      Finders, and Agents.  The Company is not, directly or indirectly,
      obligated to anyone acting as broker, finder or in any other similar capacity
      in
      connection with this Agreement or the transactions contemplated
      hereby.  No Person has or, immediately following the consummation of
      the transactions contemplated by this Agreement, will have, any right, interest
      or valid claim against the Company or the Investors for any commission, fee
      or
      other compensation as a finder or broker in connection with the transactions
      contemplated by this Agreement, nor are there any brokers’ or finders’ fees or
      any payments or promises of payment of similar nature, however characterized,
      that have been paid or that are or may become payable in connection with the
      transactions contemplated by this Agreement, as a result of any agreement or
      arrangement made by the Company.

     

    (j)  Application
      of Takeover Protections.  Except as provided in Delaware General
      Corporation Law Section 203 (“GCL 203”), there is no control
      share acquisition, business combination, poison pill (including any distribution
      under a rights agreement) or other similar anti-takeover provision under the
      Company’s Certificate of Incorporation or Bylaws that is or could become
      applicable to any of the Investors as a result of the Investors and the Company
      fulfilling their obligations or exercising their rights under this Agreement,
      including without limitation, as a result of the Company’s issuance of the
      Shares and the Investors’ ownership of the Shares.

     

    
      
        
        

      

      
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    (k)  Absence
      of Businesses.  Neither the Company nor any subsidiary is engaged
      in any business other than the businesses relating to the construction,
      development, acquisition, management and operation of low power television
      (“LPTV”) stations and AM/FM stations in the United States (the
“Businesses”), which Businesses shall be divested by
      December 7, 2007, as provided in Section 5.3 and
      neither the Company nor any subsidiary has any liability or obligation of any
      kind or nature other than liabilities or obligations that ordinarily and
      customarily directly relate to the maintenance of a public company or
      liabilities and obligations of the Businesses that will be divested by the
      Company and assumed by the Existing Stockholders or a third party satisfactory
      to the Investors pursuant to Section 5.3.  Such
      divestment shall be in compliance with all applicable laws, rules and
      regulations

     

    (l)  Disclosure.  All
      disclosure materials provided to the Investors regarding the Company, its
      business and the transactions contemplated hereby, including the Schedules
      to
      this Agreement, furnished by or on behalf of the Company are true and correct
      in
      all material respects and as otherwise contemplated in this Agreement and do
      not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary in order to make the statements made therein not
      misleading.  No event or circumstance has occurred or information
      exists with respect to the Company or its business, properties, operations
      or
      financial condition, which, under applicable law, rule or regulation, requires
      public disclosure or announcement by the Company, but which has not been so
      publicly announced or disclosed.  The Company acknowledges and agrees
      that no Investor makes or has made (i) any representations or warranties with
      respect to the transactions contemplated hereby other than those specifically
      set forth in Section 4.2 or (ii) any statement, commitment or
      promise to the Company or any of its representatives which is or was an
      inducement to the Company to enter into this Agreement.

     

    4.2  Representations
      and Warranties of the Investors 
       Each of the Investors hereby severally, but not jointly, represents and
      warrants to the Company that:

     

    (a)  Investment
      Intent.  The Shares being purchased by the Investor hereunder is
      being purchased for its own account, not as a nominee or agent, and not with
      the
      view to, or for resale in connection with, any distribution or public offering
      thereof within the meaning of the 1933 Act.  The Investor understands
      that such Shares have not been registered under the 1933 Act by reason of their
      issuance in a transaction exempt from the registration and prospectus delivery
      requirements of the 1933 Act pursuant to Section 4(2) thereof and/or the
      provisions of Rule 506 of Regulation D promulgated thereunder, and under the
      securities laws of applicable states and agrees to deliver to the Company,
      if
      requested by the Company, an investment letter in customary form.  The
      Investor further understands that the certificates representing such Shares
      bear
      a legend substantially similar to the following and agrees that it will hold
      such Shares subject thereto:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
      LAWS.  NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN
      MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS
      THE
      SAME IS REGISTERED UNDER SAID ACTS AND APPLICABLE STATE SECURITIES LAWS OR
      UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL
      HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION
      REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS,
      AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

     

    
      
        
        

      

      
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    (b)  Capacity
      of the Investor; Execution of Agreement.  Such Investor has all
      requisite power, authority, and capacity to enter into this Agreement and to
      perform the transactions and obligations to be performed by it hereunder. The
      execution and delivery of this Agreement, and the performance by the Investor
      of
      the transactions and obligations contemplated hereby have been duly authorized
      by all requisite corporate or individual, as the case may be, action of the
      Investor.  This Agreement has been duly executed and delivered by the
      Investor and constitutes a valid and legally binding agreement of the Investor,
      enforceable in accordance with its terms, except as enforcement thereof may
      be
      limited by bankruptcy, insolvency, reorganization, moratorium or other similar
      laws, both state and federal, affecting the enforcement of creditors’ rights or
      remedies in general from time to time in effect and the exercise by courts
      of
      equity powers or their application of principles of public policy.

     

    (c)  Accredited
      Investor.  Each Investor is an “accredited
      investor” as defined in Rule 501(a) of Regulation D promulgated under
      the 1933 Act.

     

    (d)  Suitability
      and Sophistication.  The Investor has (i) such knowledge and
      experience in financial and business matters that it is capable of independently
      evaluating the risks and merits of purchasing the Shares it is purchasing;
      (ii)
      independently evaluated the risks and merits of purchasing such Shares and
      has
      independently determined that the Shares are a suitable investment for it;
      and
      (iii) sufficient financial resources to bear the loss of its entire investment
      in such Shares.  The Investor has had an opportunity to review: the
      Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and
      the Company’s quarterly reports on Form 10-Q for the periods ended March 31,
      2007 and June 30, 2007 and other filings made by the Company under Section
      13(a)
      of the Exchange Act since January 1, 2004 or such later time as the Company
      commenced such filings (the “SEC Filings”).

     

    (e)  Brokers,
      Finders, and Agents.  The Investor is not, directly or indirectly,
      obligated to anyone acting as broker, finder, or in any other similar capacity
      in connection with this Agreement or the transactions contemplated
      hereby.  No Person has or, immediately following the consummation of
      the transactions contemplated by this Agreement, will have, any right, interest
      or valid claim against the Company or the Investor for any commission, fee
      or
      other compensation as a finder or broker in connection with the transactions
      contemplated by this Agreement, nor are there any brokers’ or finders’ fees or
      any payments or promises of payment of similar nature, however characterized,
      that have been paid or that are or may become payable in connection with the
      transactions contemplated by this Agreement, as a result of any agreement or
      arrangement made by the Investor.

     

    (f)  Nationality;
      Residence.  Each Investor is a citizen of the United States of
      America and a resident of, or organized within, the state set forth underneath
      such Investor’s name on Exhibit A attached to this
      Agreement.

     

    4.3  Rule
      144  
      Each the Investor acknowledges that the Shares it will be purchasing must be
      held indefinitely unless subsequently registered under the 1933 Act or unless
      an
      exemption from such registration is available.  Each of the Investors
      is aware of the provisions of Rule 144 promulgated under the 1933 Act which
      permit limited resale of shares purchased in a private placement subject to
      the
      satisfaction of certain conditions, including, among other things, the
      availability of certain current public information about the Company, the resale
      occurring not less than one year after a party has purchased and paid for the
      security to be sold, the sale being effected through a “broker’s
      transaction” or in transactions directly with a “market maker” and
      the number of shares being sold during any three-month period not exceeding
      specified limitations.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    SECTION
      V    COVENANTS OF THE
      PARTIES.

     

    5.1  Commercially
      Reasonable Efforts  
      Subject to the terms and conditions hereof, each party will use commercially
      reasonable efforts to take, or cause to be taken, all actions and to do, or
      cause to be done, all things necessary, proper or advisable under applicable
      laws and regulations to consummate the transactions contemplated by this
      Agreement as promptly as practicable after the date hereof, including (i)
      preparing and filing as promptly as practicable all documentation to effect
      all
      necessary applications, notices, petitions, filings, tax ruling requests and
      other documents and to obtain as promptly as practicable all consents, waivers,
      licenses, orders, registrations, approvals, permits, tax rulings and
      authorizations necessary or advisable to be obtained from any Person and/or
      any
      Governmental Authority in order to consummate any of the transactions
      contemplated by this Agreement, (ii) executing and delivering such other
      documents, instruments and agreements as any party hereto shall reasonably
      request, and (iii) taking all reasonable steps as may be necessary to obtain
      all
      such material consents, waivers, licenses, registrations, permits,
      authorizations, tax rulings, orders and approvals.  In furtherance and
      not in limitation of the foregoing, each party hereto agrees to vigorously
      defend any lawsuits or other legal proceedings, whether judicial or
      administrative, challenging this Agreement or the transactions contemplated
      hereby, including seeking to have any stay or temporary restraining order
      entered by any Governmental Authority vacated or
      reversed.  Notwithstanding the foregoing, in no event shall any party
      have any obligation, in order to consummate the transactions contemplated
      hereby, to (a) take any action(s) that would result in a material adverse change
      in the benefits to the Company on the one hand or to the Investors on the other
      of this Agreement, or (b) dispose of any material assets or make any material
      change in its business other than as contemplated by this Agreement, or (c)
      expend any material amount of funds or otherwise incur any material burden
      other
      than those contemplated by this Agreement.

     

    5.2  Certain
      Filings; Cooperation in Receipt of Consents.

     

    (a)  The
      Company and the Investors shall cooperate with one another in (i) determining
      whether any other action by or in respect of, or filing with, any Governmental
      Authority is required, or any actions, consents, approvals or waivers are
      required to be obtained from parties to any material contracts, in connection
      with the consummation of the transactions contemplated hereby, and (ii) taking
      or seeking any such other actions, consents, approvals or waivers or making
      any
      such filings, furnishing information required in connection
      therewith.  Each party shall permit the other party to review any
      communication given by it to, and shall consult with each other in advance
      of
      any meeting or conference with, any Governmental Authority or, in connection
      with any proceeding by a private party, with any other Person, and to the extent
      permitted by the applicable Governmental Authority or other Person, give the
      other party the opportunity to attend and participate in such meetings and
      conferences, in each case in connection with the transactions contemplated
      hereby.

     

    (b)  The
      Company shall timely file all reports required to be filed by it pursuant to
      Section 13(a) of the 1934 Act and all other documents required to be filed
      by it
      with the SEC under the 1933 Act or the 1934 Act from the date of this Agreement
      to the Closing.

     

    5.3  Divestment
      of Businesses  
      Each of the Company and the Existing Stockholders covenants and agrees that
      by
      December 7, 2007, the Company will, and that they will cause the
      Company to, divest itself of the Businesses.  The Company and the
      Existing Stockholders also covenant and agree that, by
      December 7, 2007, the Company will, and that they will cause the
      Company to, also divest itself of any and all assets and liabilities related
      in
      any manner to the Businesses, including, without limitation, all shares of
      capital stock of Village Broadcasting Corp., a Delaware corporation
      (“VBC”), provided, that in no event shall the Company transfer any cash
      or cash equivalents of VBC (other than accounts receivable related to the
      Businesses) (the transactions in the preceding two sentences are hereinafter
      referred to collectively as the
“Divestment”).  Notwithstanding the foregoing, the terms of
      the Divestment must be satisfactory to and approved by the stockholders of
      the
      Company as provided in Section 5.2.  

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    In
      addition, any and all such liabilities and obligations being divested shall
      be
      assumed by the Existing Stockholders or a third party and the Company shall
      be
      released from all such liabilities and obligations, and the Divestment shall
      be
      in compliance with any and all applicable laws, rules and
      regulations.

     

    5.4  Stockholders
      Consent  
      The Company shall cause a meeting of its stockholders to be duly called and
      held, or the Existing Stockholders shall execute the Stockholders Consent,
      for
      the purposes of obtaining the Company Stockholder Approval as soon as reasonably
      practicable.  Except as provided in the next sentence, (a) the
      Board of Directors of the Company shall recommend approval and adoption by
      its
      stockholders of the Company Stockholder Proposals (the “Company
      Recommendation”), and (b) the Company shall use commercially
      reasonable efforts to solicit the Company Stockholder Approval.  The
      Board of Directors of the Company shall be permitted to (i) not recommend
      to the Company’s Stockholders that they give the Company Stockholder Approval,
      or (ii) withdraw or modify in a manner materially adverse to the Investors
      the Company Recommendation, only if the Board of Directors by a majority vote
      determines in its good faith judgment (after consultation with outside legal
      counsel) that it is necessary to withdraw or modify the Company Recommendation
      to comply with its fiduciary duties under applicable law.

     

    5.5  Public
      Announcements  
      The parties shall consult with each other before issuing, and provide each
      other
      a reasonable opportunity to review and comment upon, any press release or public
      statement with respect to this Agreement and the transactions contemplated
      hereby and, except as may be required by applicable law, will not issue any
      such
      press release or make any such public statement prior to such
      consultation.

     

    5.6  Access
      to Information; Notification of Certain Matters.

     

    (a)  From
      the
      date hereof to the Closing and subject to applicable law, the Company shall
      (i)
      give to each of the Investors, its counsel, financial advisors, auditors and
      other authorized representatives reasonable access to the offices, properties,
      books and records of the Company, and (ii) furnish or make available to each
      of
      the Investors, its counsel, financial advisors, auditors and other authorized
      representatives such financial and operating data and other information as
      such
      Persons may reasonably request.

     

    (b)  Each
      party hereto shall give notice to each other party hereto, as promptly as
      practicable after the event giving rise to the requirement of such notice,
      of:

     

    (i)  any
      communication received by such party from, or given by such party to, any
      Governmental Authority in connection with any of the transactions contemplated
      hereby;

     

    (ii)  any
      notice or other communication from any Person alleging that the consent of
      such
      Person is or may be required in connection with the transactions contemplated
      by
      this Agreement; and

     

    (iii)  any
      actions, suits, claims, investigations or proceedings commenced or, to its
      knowledge, threatened against, relating to or involving or otherwise affecting
      such party or any of its Affiliates that, if pending on the date of this
      Agreement, would have been required to have been disclosed, or that relate
      to
      the consummation of the transactions contemplated by this Agreement;
provided, however, that the delivery of any notice pursuant to
      this Section 5.6(b) shall not limit or otherwise affect the
      remedies available hereunder to the party receiving such notice.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    5.7  Anti-Takeover
      Provisions  
      The Company’s Board of Directors will take such action as may be necessary to
      waive the applicability of the provisions of GCL 203 to the transactions
      contemplated by this Agreement.

     

    5.8  Board
      of Directors  
      The Company agrees to set the size of its Board of Directors at five members,
      appoint three designees of Phillip Frost, M.D. to the Board at Closing and
      obtain any necessary resignations from members of the Board so that immediately
      after the Closing the Board of Directors shall consist of five
      members.

     

    5.9  Interim
      Operations of the Company  
      During the period from the date of this Agreement to the Closing, the Company
      shall conduct its business only in the ordinary course of business consistent
      with past practice, except to the extent otherwise necessary to comply with
      the
      provisions hereof and with applicable laws and
      regulations.  Additionally, during the period from the date of this
      Agreement to the Closing, except as required hereby in connection with this
      Agreement, the Company shall not, without the prior consent of a majority in
      interest of the Investors, (i) amend or otherwise change its Certificate of
      Incorporation or Bylaws, (ii) issue, sell or authorize for issuance or sale
      (including, but not limited to, by way of stock split or dividend), shares
      of
      any class of its securities or enter into any agreements or commitments of
      any
      character obligating it to issue such securities, other than in connection
      with
      the exercise of outstanding warrants or outstanding stock options granted to
      directors, officers or employees of the Company prior to the date of this
      Agreement; (iii) declare, set aside, make or pay any dividend or other
      distribution (whether in cash, stock or property) with respect to its common
      stock, (iv) redeem, purchase or otherwise acquire, directly or indirectly,
      any
      of its capital stock, (v) enter into any material contract or agreement or
      material transaction or make any material capital expenditure other than those
      relating to the transactions contemplated by this Agreement, (vi) create, incur,
      assume, maintain or permit to exist any indebtedness except as otherwise
      incurred in the ordinary course of business, consistent with past practice,
      (vii) pay, discharge or satisfy claims or liabilities (absolute, accrued,
      contingent or otherwise) other than in the ordinary course of business
      consistent with past practice, (viii) cancel any material debts or waive any
      material claims or rights, (ix) make any loans, advances or capital
      contributions to, or investments in financial instruments of any Person, (x)
      assume, guarantee, endorse or otherwise become responsible for the liabilities
      or other commitments of any other Person, (xi) grant any increase in the
      compensation payable or to become payable by the Company to any of its
      employees, officers or directors or any increase in any bonus, insurance,
      pension or other employee benefit plan, payment or arrangement made to, for
      or
      with any such employees, officers or directors, (xii) enter into any employment
      contract or grant any severance or termination pay or make any such payment
      with
      or to any officer, director or employee of the Company, (xiii) alter in any
      material way the manner of keeping the books, accounts or records of the Company
      or the accounting practices therein reflected other than alterations or changes
      required by GAAP or applicable law, (xiv) enter into any indemnification,
      contribution or similar contract pursuant to which the Company may be required
      to indemnify any other Person or make contributions to any other Person, (xv)
      amend or terminate any existing contracts in any manner that would result in
      any
      material liability to the Company for or on account of such amendment or
      termination or (xvi) or change any existing or adopt any new tax accounting
      principle, method of accounting or tax election except as provided herein or
      agreed to in writing by the Investors.

     

    5.10  Indemnification  
      Each of the Existing Stockholders hereby agrees to indemnify and hold harmless
      each of the Investors and their respective officers, directors, stockholders,
      members, partners, agents and representatives from and against any and all
      claims, demands, losses, damages, expenses or liabilities (including reasonable
      attorneys’ fees) due to or arising out of a material breach of any
      representation, warranty, covenant, agreement or obligation provided by the
      Company or the Existing Stockholders hereunder or in any other certificate,
      instrument or document contemplated hereby or thereby or (ii) any breach of
      Section 5.3 or any liabilities or obligations of the Company
      or any subsidiary of any kind or nature whatsoever relating to the Businesses,
      the Divestment (including any claims related to divestment to affiliates or
      the
      exercise of fiduciary duties) or any other business operated by the Company
      or
      any subsidiary prior to the Closing as provided in
Section 5.3, but excluding only those liabilities and
      obligations that ordinarily and customarily directly relate to the maintenance
      of a public shell company.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    5.11  No
      Further Reverse Splits. Each Party covenants that for a period of twenty-four
      (24) full months following the Closing to take no action to effect or permit
      any
      further reverse splits, reverse combinations or reverse consolidations of the
      outstanding shares of the Company.

     

    SECTION
      VI    CONDITIONS.

     

    6.1  Conditions
      to the Obligations of Each Party  
      The obligations of the Company and the Investors to consummate the transactions
      contemplated by this Agreement are subject to the satisfaction of the following
      conditions:

     

    (a)  The
      Company Stockholder Approval shall have been obtained and the actions referred
      to therein shall have been consummated;

     

    (b)  No
      Governmental Authority of competent authority or jurisdiction shall have issued
      any order, injunction or decree, or taken any other action, that is in effect
      and restrains, enjoins or otherwise prohibits the consummation of the
      transactions contemplated hereby; and

     

    (c)  The
      parties shall have obtained or made all consents, approvals, actions, orders,
      authorizations, registrations, declarations, announcements and filings
      contemplated by this Agreement.

     

    6.2  Conditions
      to the Obligations of the Company  
      The obligations of the Company to consummate the transactions contemplated
      by
      this Agreement are subject to the satisfaction of the following further
      conditions:

     

    (a)  The
      Investors shall have performed in all material respects all of their obligations
      hereunder required to be performed by them at or prior to the
      Closing;

     

    (b)  The
      representations and warranties of each of the Investors contained in this
      Agreement shall have been true and correct when made and at and as of the time
      of the Closing as if made at and as of such time (except to the extent any
      such
      representation or warranty expressly speaks as of an earlier date, in which
      case
      it shall be true and correct as of such date); and

     

    (c)  The
      Company shall have received a certificate signed by each of the Investors to
      the
      foregoing effect.

     

    6.3  Conditions
      to the Obligations of  the Investors  
      The obligations of the Investors to consummate the transactions contemplated
      by
      this Agreement are subject to the satisfaction of the following further
      conditions:

     

    (a)  The
      Company shall have performed in all material respects all of its obligations
      hereunder required to be performed by it at or prior to the
      Closing;

     

    (b)  The
      representations and warranties of the Company contained in this Agreement shall
      have been true and correct when made and at and as of the time of the Closing
      as
      if made at and as of such time (except to the extent any such representation
      or
      warranty expressly speaks as of an earlier date, in which case it shall be
      true
      and correct as of such date);

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (c)  The
      Investors shall have received a certificate signed by the president or acting
      president of the Company to the foregoing effect; and

     

    (d)  The
      Shares being sold to the Investors hereunder for the Purchase Price shall
      represent 51% of the issued and outstanding shares of capital stock of the
      Company on a fully-diluted basis.

     

    SECTION
      VII    TERMINATION.

     

    7.1  Termination  
      This Agreement may be terminated at any time prior to the Closing by written
      notice by the terminating party to the other party (except if such termination
      is pursuant to Section 7.1(a)), whether before or after the
      Company Stockholder Approval shall have been obtained.

     

    (a)  by
      mutual
      written agreement of the Investors and the Company;

     

    (b)  by
      either
      the Investors or the Company, if

     

    (i)  the
      transactions contemplated by this Agreement shall not have been consummated
      by
      December 7, 2007 (the “End Date”); provided,
however, that the right to terminate this Agreement
      under this
Section 7.1(b)(i) shall not be available to any party whose
      breach of any provision of or whose failure to perform any obligation under
      this
      Agreement has been the cause of, or has resulted in, the failure of the
      transactions to occur on or before the End Date; or

     

    (ii)  a
      judgment, injunction, order or decree of any Governmental Authority having
      competent jurisdiction enjoining the Company or the Investors from consummating
      the transactions contemplated by this Agreement is entered and such judgment,
      injunction, judgment or order shall have become final and nonappealable and,
      prior to such termination, the parties shall have used their respective
      commercially reasonable efforts to resist, resolve or lift, as applicable,
      such
      judgment, injunction, order or decree; provided, however, that the right to
      terminate this Agreement under this Section 7.1(b)(ii) shall
      not be available to any party whose breach of any provision of or whose failure
      to perform any obligation under this Agreement has been the cause of such
      judgment, injunction, order or decree.

     

    (iii)  at
      the
      Company Stockholder Meeting (including any adjournment or postponement thereof),
      the Company Stockholder Approval shall not have been obtained; or

     

    (c)  by
      the
      Company:

     

    (i)  if
      a
      breach of or failure to perform any representation, warranty, covenant or
      agreement on the part of the Investors  set forth in this Agreement
      shall have occurred which would cause the conditions set forth in Sections
6.2(a), 6.2(b) or 6.2(c) not
      to be satisfied, and any such condition shall be incapable of being satisfied
      by
      the End Date or such breach or failure to perform has not been cured within
      ten
      days after notice of such breach or failure to perform has been given by the
      Company to the Investors.

     

    (d)  by
      the
      Investors:

     

    (i)  if
      a
      breach of or failure to perform any representation, warranty, covenant or
      agreement on the part of the Company set forth in this Agreement shall have
      occurred which would cause the conditions set forth in Sections
6.3(a), 6.3(b), 6.3(c) or 6.3(d) not to be
      satisfied, and any such condition is incapable of being satisfied by the End
      Date or such breach or failure to perform has not been cured within ten days
      after notice of such breach or failure to perform has been given by the
      Investors to the Company.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    7.2  Effect
      of Termination  
      If this Agreement is terminated pursuant to Section 7.1,
      except as set forth in Section 7.3 below, there shall be no
      liability or obligation on the part of the Investors or the Company, or any
      of
      their respective officers, directors, shareholders, agents or Affiliates, except
      that the provisions of this Section 7.2,
Section 7.3 and Section VIII of this Agreement shall
      remain in full force and effect and survive any termination of this Agreement
      and except that, notwithstanding anything to the contrary contained in this
      Agreement, neither the Company nor the Investors shall be relieved of or
      released from any liabilities or damages arising out of its material breach
      of
      or material failure to perform its obligations under this
      Agreement.

     

    7.3  Expenses.  
      Whether
      or not the transactions contemplated by this Agreement are consummated, all
      fees
      and expenses incurred in connection with this Agreement and the transactions
      contemplated hereby shall be paid by the party incurring such
      expenses.

     

    SECTION
      VIII                                MISCELLANEOUS.

     

    8.1  Waivers
      and Amendments  
      This Agreement may be amended or modified in whole or in part only by a writing
      which makes reference to this Agreement executed by the Investors, the Company
      and the Existing Stockholders.  The obligations of any party hereunder
      may be waived (either generally or in a particular instance and either
      retroactively or prospectively) only with the written consent of the party
      claimed to have given the waiver; provided, however, that any waiver by any
      party of any violation of, breach of, or default under any provision of this
      Agreement or any other agreement provided for herein shall not be construed
      as,
      or constitute, a continuing waiver of such provision, or waiver of any other
      violation of, breach of or default under any other provision of this Agreement
      or any other agreement provided for herein.

     

    8.2  Entire
      Agreement  
      This Agreement (together with the Schedules and the Exhibits hereto) and the
      other agreements and instruments expressly provided for herein, together set
      forth the entire understanding of the parties hereto and supersede in their
      entirety all prior contracts, agreements, arrangements, communications,
      discussions, representations, and warranties, whether oral or written, among
      the
      parties with respect to the subject matter hereof.

     

    8.3  Governing
      Law  
      This Agreement shall in all respects be governed by and construed in accordance
      with the internal substantive laws of the State of Delaware without giving
      effect to the principles of conflicts of law thereof.

     

    8.4  Public
      Announcements  
      The parties shall consult with each other before issuing, and provide each
      other
      a reasonable opportunity to review and comment upon, any press release or public
      statement with respect to this Agreement and the transactions contemplated
      hereby and, except as may be required by applicable law, will not issue any
      such
      press release or make any such public statement prior to such
      consultation.

     

    8.5  Notices  
      Any notice, request or other communication required or permitted hereunder
      shall
      be in writing and be deemed to have been duly given (a) when personally
      delivered or sent by facsimile transmission (the receipt of which is confirmed
      in writing), (b) one Business Day after being sent by a nationally recognized
      overnight courier service or (c) five Business Days after being sent by
      registered or certified mail, return receipt requested, postage prepaid, to
      the
      parties at their respective addresses set forth below.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to the Company or the Existing Stockholders:

            	
              Longfoot
                Communications Corp

              9229
                Sunset Blvd, Suite 810

              West
                Hollywood, CA 90069

              Attention:  Arthur
                Lyons, CEO

            
	 	 
	
              with
                a courtesy copy (not constituting notice)  to:

            	
              Aaron
                A. Grunfeld, Esq.

              Law
                Offices of Aaron A. Grunfeld and Associates

              9200
                Sunset Blvd., 9th
                Floor

              Los
                Angeles, California 90069

              Facsimile:  (310)
                788-6677

            
	 	 
	
              if
                to Investors:

            	
              At
                the addresses set forth across from each Investor’s name on
                Exhibit A hereto.

            
	 	 
	
              with
                a copy to:

            	
              Robert
                L. Grossman, Esq.

              Greenberg
                Traurig, P.A.

              1221
                Brickell Avenue

              Miami,
                Florida 33131

              Facsimile:  (305)
                961-0756

               

              and

               

              Any
                party by written notice to the other may change the address or the
                persons
                to whom notices or copies thereof shall be
                directed.

            


    

    


    8.6  Counterparts;
      Facsimile Signatures  
      This Agreement may be executed in any number of counterparts, each of which
      shall be deemed to be an original, and all of which together will constitute
      one
      and the same instrument.  Any facsimile copy of this Agreement will be
      deemed an original for all purposes.

     

    8.7  Successors
      and Assigns  
      This Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective successors and permitted assigns, except
      that the Company may not assign or transfer its rights hereunder without the
      prior written consent of the Investors.

     

    8.8  Third
      Parties  
      Nothing expressed or implied in this Agreement is intended, or shall be
      construed, to confer upon or give any Person other than the parties hereto
      and
      their successors and assigns any rights or remedies under or by reason of this
      Agreement.

     

    8.9  Schedules  
      The Schedules and Exhibit A attached to this Agreement are incorporated
      herein and shall be part of this Agreement for all purposes.

     

    8.10  Headings  
      The
      headings in this Agreement are solely for convenience of reference and shall
      not
      be given any effect in the construction or interpretation of this
      Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    8.11  Interpretation  
      Whenever
      the context may require, any pronoun used herein shall include the corresponding
      masculine, feminine or neuter forms, and the singular form of nouns, pronouns
      and verbs shall include the plural and vice versa.

     

    [Signature
      Page Follows]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    SIGNATURES
      PAGES TO

    STOCK
      PURCHASE AGREEMENT

    BY
      AND AMONG

    LONGFOOT
      COMMUNICATIONS
      CORP.

    THE
      EXISTING STOCKHOLDERS AND THE
      INVESTORS

    
 

    IN
      WITNESS WHEREOF, the Company and each of the Investors have executed this
      Agreement as of the date first above written.

     

    
      	 	THE
              COMPANY:	 
	 	 	 
	 	Longfoot
              Communications
              Corp.	 
	 	a
              Delaware corporation	 
	 	 	 	 
	 	
              By:
                

            	/s/ ARTHUR
              LYONS	 
	 	 	Name:
              Arthur Lyons	 
	 	 	Title:
              CEO	 
	 	 	 	 


    

     

    
       

      
        	 	THE
                INVESTORS:	 
	 	 	 
	 	Frost
                Gamma Investment
                Trust	 
	 	 	 	 
	 	
                By:

              	/s/
                PHILLIP FROST	 
	 	 	 	 
	 	 	 	 
	 	/s/
                DR. JANE
                HSIAO	 
	 	Dr.
                Jane Hsiao	 
	 	 	 
	 	/s/
                STEVEN D. RUBIN	 
	 	Steven
                D. Rubin	 
	 	 	 
	 	/s/
                SUBBARAO UPPALURI	 
	 	Subbarao
                Uppaluri	 
	 	 	 


      

    

     

     

    
      
        
          	 	THE
                  EXISTING STOCKHOLDERS:	 
	 	 	 
	 	 	 
	 	/s/
                  SIM
                  FARAR	 
	 	Sim
                  Farar	 
	 	 	 
	 	/s/ JUSTIN
                  FARAR 	 
	 	Justin
                  Farar	 
	 	 	 


        

      

    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	 	 	 
	 	/s/ JOEL
                    FARAR	 
	 	Joel Farar	 
	 	 	 


          

           

        

      

    

    
      	 	PP6O,
              LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ SIM
              FARAR	 
	 	Its:	Member	 
	 	 	 	 


    

    
       

      
        	 	Gusmail, LLC	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ JUSTIN
                FARAR	 
	 	Its:	Member	 
	 	 	 	 


      

      
         

        
          	 	32
                  Mayall, LLC	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ JOEL
                  FARAR	 
	 	Its:	Member	 
	 	 	 	 


        

      

    

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      A

     

    SCHEDULE
      OF INVESTORS

     

    
      	
              Name,
                Address and

              State
                of Residence

            	
              Number
                of Shares of Common 

              Stock
                to be Purchased

            	
              Percentage
                of

              Shares
                Purchased

            
	
              Frost
                Gamma Investments Trust

              4400
                Biscayne Boulevard

              Suite
                1500

              Miami,
                Florida 33137

               

            	
              1,222,713

            	
              72%

            
	
              Dr. Jane
                Hsiao

              4400
                Biscayne Boulevard

              Suite
                1500

              Miami,
                Florida 33137

               

            	
              305,677

            	
              18%

            
	
              Steven
                D. Rubin

              4400
                Biscayne Boulevard

              Suite
                1500

              Miami,
                Florida 33137

               

            	
              84,911

            	
              5%

            
	
              Subbarao
                Uppaluri

              4400
                Biscayne Boulevard

              Suite
                1500

              Miami,
                Florida 33137

               

            	
              84,911

            	
              5%

            


    

    


    
 

     

     

    A-1