Asset Purchase Agreement between FindEx.com, Inc. and ACS Technologies Group

Exhibit
    10.27

    


    


    


    ASSET
      PURCHASE AGREEMENT

    


    


    BETWEEN

    


    


    ACS
      TECHNOLOGIES GROUP, INC.

    


    


    AND

    


    


    FINDEX.COM,
      INC.

    


    


    October
      18, 2007

    


     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      
        	 	
                Page

              	 
	
                1.    DEFINITIONS 

              	
                 1

              	 
	
                2.    BASIC
                  TRANSACTION 

              	
                 3

              	
                 

              
	
                (a)     Purchase
                  and Sale of Assets 

              	
                 3

              	 
	
                (b)     Acquired
                  Assets 

              	
                 3

              	 
	
                (c)     Liabilities 

              	
                 5

              	 
	
                (d)     Assigned
                  Contracts 

              	
                 5

              	 
	
                (e)     Purchase
                  Price 

              	
                 6

              	 
	
                (f)     The
                  Closing 

              	
                 6

              	 
	
                (g)     Deliveries
                  at the Closing 

              	
                 6

              	
                 

              
	
                (h)     Further
                  Assurances 

              	
                 7

              	 
	
                3.    REPRESENTATIONS
                  AND WARRANTIES OF THE SELLER 

              	
                 7

              	 
	
                (a)     Organization
                  of Seller 

              	
                 7

              	 
	
                (b)     Authorization
                  of Transaction 

              	
                 7

              	 
	
                (c)     Noncontravention 

              	
                 7

              	 
	
                (d)     Brokers'
                  Fees 

              	
                 8

              	 
	
                (e)     Title
                  to Acquired Assets 

              	
                 8

              	 
	
                (f)     Software 

              	
                 8

              	 
	
                (g)     Online
                  Properties 

              	
                 8

              	 
	
                (h)     Inventories 

              	
                 8

              	 
	
                (i)     Proprietary
                  Rights 

              	
                 9

              	 
	
                (j)     Non-Infringement 

              	
                 9

              	 
	
                (k)     Legal
                  Compliance 

              	
                 9

              	 
	
                (l)     Contracts 

              	
                 9

              	 
	
                (m)     Litigation 

              	
                 10

              	 
	
                (n)     Product
                  Warranty 

              	
                 10

              	 
	
                (o)     Product
                  Liability 

              	
                 10

              	 
	
                (p)     Customer
                  Base 

              	
                 10

              	 
	
                (q)     Accounts
                  Receivable 

              	
                 10

              	 
	
                (r)     Disclosure 

              	
                 11

              	 
	
                4.    REPRESENTATIONS
                  AND WARRANTIES OF THE BUYER 

              	
                 11

              	 
	
                (a)     Organization
                  of Buyer 

              	
                 11

              	 
	
                (b)     Authorization
                  of Transaction 

              	
                 11

              	 
	
                (c)     Noncontravention 

              	
                 11

              	 
	
                (d)     Brokers’
                  Fees 

              	
                 11

              	 
	
                5.    INTENTIONALLY
                  DELTED 

              	
                 11

              	 
	
                6.     ADDITIONAL
                  CLOSING DOCUMENTS OR ACTIONS 

              	
                 11

              	 
	
                (a)     Additional
                  Closing Documents or Actions of Seller 

              	
                 11

              	 
	
                (b)     Additional
                  Closing Documents or Actions of Buyer 

              	
                 12

              	 


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                7.    POST-CLOSING
                  COVENANTS 

              	
                 12

              	 
	
                8.    INDEMNIFICATION 

              	
                 12

              	 
	
                (a)     Indemnification
                  by Seller 

              	
                 12

              	 
	
                (b)     Indemnification
                  by Buyer 

              	
                 13

              	 
	
                (c)     Notice
                  of Claim 

              	
                 13

              	 
	
                (d)     Defense 

              	
                 14

              	 
	
                (e)     Time
                  for Claims 

              	
                 14

              	 
	
                (f)     Reduction
                  by Insurance Proceeds 

              	
                 14

              	 
	
                9.    MISCELLANEOUS 

              	
                 14

              	 
	
                (a)     Press
                  Releases and Public Announcements 

              	
                 14

              	 
	
                (b)     No
                  Third-Party Beneficiaries 

              	
                 14

              	 
	
                (c)     Entire
                  Agreement 

              	
                 14

              	 
	
                (d)     Succession
                  and Assignment 

              	
                 15

              	 
	
                (e)     Counterparts 

              	
                 15

              	 
	
                (f)     Headings 

              	
                 15

              	 
	
                (g)     Notices 

              	
                 15

              	 
	
                (h)     Governing
                  Law 

              	
                 16

              	 
	
                (i)     Amendments
                  and Waivers 

              	
                 16

              	 
	
                (j)     Severability 

              	
                 16

              	 
	
                (k)     Expenses 

              	
                 16

              	 
	
                (l)     Construction 

              	
                 16

              	 
	
                (m)     Incorporation
                  of Exhibits and Schedules 

              	
                 17

              	 
	
                (n)     Submission
                  to Jurisdiction 

              	
                 17

              	 
	
                (o)     Arbitration 

              	
                 17

              	 


      

    

     

    Exhibit
      A
      - Form of Assignment of Intellectual Propert

    Exhibit
      B-1 - Form of Opinion of Counsel to Seller (M.M. Membrado, PLLC)

    Exhibit
      B-2 - Form of Opinion of Counsel to Seller (Mazour Law, PC, LLO)

    Exhibit
      C
      - Form of General Assignment, Bill of Sale and Assumption of Liabilities
      Agreement

    Exhibit
      D
      - Product Warranties

    Exhibit
      E
      - Form of Partial Assignment of License Agreement (with Riverdeep,
      Inc.)

    Exhibit
      F
      - Form of Agreement between Findex.com, Inc. and Riverdeep, Inc.

    Exhibit
      G
      - Form of Contract for Consulting Services

    Schedule
      2(b)(i) - Software

    Schedule
      2(b)(viii) - Assigned Contracts

    Purchase
      Price Allocation Schedule

    Disclosure
      Schedule

     

     

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    THIS
      AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO

    SECTIONS
      15-48-10 THROUGH 15-48-240 OF THE SOUTH CAROLINA CODE

    


    


    ASSET
      PURCHASE AGREEMENT

    


    THIS
      ASSET PURCHASE AGREEMENT (together with all Schedules and Exhibits hereto,
      this
“Agreement”), dated as of the 18th day of October, 2007, by and between ACS
      TECHNOLOGIES GROUP, INC., a South Carolina corporation (the "Buyer"), and
      FINDEX.COM, INC., a Nevada corporation (the "Seller"). Buyer and Seller are
      referred to collectively herein as the "Parties."

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Seller desires to sell certain of its assets, including certain computer
      software and know-how related thereto, in accordance with the terms and
      conditions of this Agreement; and

    


    WHEREAS,
      Buyer desires to purchase such assets in accordance with the terms and
      provisions hereof.

    


    NOW,
      THEREFORE, for and in consideration of the premises and the mutual covenants,
      promises and agreements hereinafter set forth, and for other good and valuable
      consideration set forth hereinbelow, the Parties hereto hereby agree as
      follows:

    


    1. DEFINITIONS.

    


    “Accounts
      Receivable”
has
      the
      meaning set forth in Section
      2(b)(vii)
      below.

    


    “Acquired
      Assets”
has
      the
      meaning set forth in Section
      2(b)
      below.


    


    “Assigned
      Contracts”
has
      the
      meaning set forth in Section
      2(b)(viii)
      below.

    


    “Assumed
      Liabilities”
has
      the
      meaning set forth in Section
      2(c)(i)
      below.

    


    “Basis”
means
      any past or present fact, situation, circumstance, status, condition, activity,
      practice, plan, occurrence, event, incident, action, failure to act, or
      transaction that forms or should form the basis for any specified
      consequence.

     

    
      “Business
        Line”
means
        the business of Seller related to developing and licensing church management
        and
        administration software titles under the name Membership
        Plus.

    

     

    “Buyer”
has
      the
      meaning set forth in the preface above.

    


    “Closing”
has
      the
      meaning set forth in Section
      2(f)
      below.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Closing
      Date”
has
      the
      meaning set forth in Section
      2(f)
      below.

    


    “Code”
means
      the Internal Revenue Code of 1986, as amended.

    


    “Consulting
      Services Agreement”
has
      the
      meaning set forth in Section
      6(a)(iv)
      below.

    


    “Disclosure
      Schedule”
has
      the
      meaning set forth in Section
      3
      below.

    


    “Distribution
      Agreements”
has
      the
      meaning set forth in Section
      2(d)(i)
      below.

    
       

      “Governmental
        Authority”
means
        any federal, state, local, municipal, foreign, or other government, or any
        governmental or quasi-governmental authority of any nature (including any
        governmental agency, branch, department, official, or entity and any court
        or
        other tribunal).

       

    

    “Inventories”
has
      the
      meaning set forth in Section
      2(b)(iii)
      below.

    


    “Knowledge”
means
      actual knowledge after reasonable investigation.

    


    “Liability”
means
      any direct or indirect, primary or secondary, liability, indebtedness,
      obligation, penalty, cost or expense (including costs of investigation,
      collection and defense), claim, deficiency, guaranty or endorsement of or by
      any
      Person of any type, whether known or unknown, accrued or unaccrued, absolute
      or
      contingent, liquidated or unliquidated, matured or unmatured, or otherwise,
      and
      whether due or to become due.

    


    “Lien”
means
      any lien, mortgage, pledge, security interest, option, right of first refusal,
      charge, claim or encumbrance or other restrictions of any kind or nature, except
      for (a) liens for Taxes not yet due and payable and (b) liens for assessments
      and other governmental charges or of landlords, carriers, warehouseman,
      mechanics and material men incurred in the Ordinary Course of Business, in
      each
      case for sums not yet due and payable or due but not delinquent.

    


    “Material
      Adverse Effect”
means,
      with respect to any Person, any state of facts, development, event,
      circumstance, condition, occurrence or effect that, individually or taken
      collectively with all other preceding facts, developments, events,
      circumstances, conditions, occurrences or effects (a) is materially adverse
      to
      the condition (financial or otherwise), business, operations or results of
      such
      Person, or (b) impairs the ability of such Person to perform its obligations
      under this Agreement.

    


    “Online
      Properties”
has
      the
      meaning set forth in Section
      2(b)(ii)
      below.

    


    “Ordinary
      Course of Business”
means
      the ordinary course of business consistent with past custom and practice
      (including with respect to quantity and frequency).

    


    “Party”
has
      the
      meaning set forth in the preface above.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Person”
means
      a
      natural person or any legal, commercial or Governmental Authority, including
      without limitation any corporation, general partnership, joint venture, limited
      partnership, limited liability company, trust, business association, group
      acting in concert, or any person acting in a representative
      capacity.

     

    
      “Proprietary
        Rights”
has
        the
        meaning set forth in Section
        2(b)(iv)
        below.

    

     

    “Purchase
      Price”
has
      the
      meaning set forth in Section
      2(e)
      below.

    


    “Retained
      Liabilities”
has
      the
      meaning set forth in Section
      2(c)(ii)
      below.

    


    “Riverdeep
      Agreement”
has
      the
      meaning set forth in Section
      6(a)(ii)
      below.

    


    “Riverdeep
      Assignment”
has
      the
      meaning set forth in Section
      6(a)(ii)
      below.

    


    “Seller”
has
      the
      meaning set forth in the preface above.

     

    
      “Software”
has
        the
        meaning set forth in Section
        2(b)(i)
        below.

       

      
        “Taxes”
means
          any federal, state, county, local, foreign or other tax, charge, imposition
          or
          other levy (including interest or penalties thereon) including without
          limitation income taxes, estimated taxes, excise taxes, sales taxes, use
          taxes,
          gross receipts taxes, franchise taxes, taxes on earnings and profits, employment
          and payroll related taxes, property taxes, real property transfer taxes,
          Federal
          Insurance Acquisitions Act taxes, any taxes or fees related to unclaimed
          property, taxes on value added and import duties, whether or not measured
          in
          whole or in part by net income, imposed by the United States or any political
          subdivision thereof or by any jurisdiction other than the United States
          or any
          political subdivision thereof.

         

        
          “Third
            Party Intellectual Property Rights”
has
            the
            meaning set forth in Section 3(j) below.

           

          
            “Transaction
              Documents”
means
              each of this Agreement, the Consulting Services Agreement, the Riverdeep
              Assignment, the Riverdeep Amendment, and each other document, instrument,
              and
              certificate delivered in connection
              therewith.

          

        

      

    

     

    2. BASIC
      TRANSACTION.

     

    
      (a) Purchase
        and Sale of Assets.
        On and
        subject to the terms and conditions of this Agreement, at the Closing, Buyer
        agrees to purchase from Seller, and Seller agrees to sell, transfer, convey,
        and
        deliver to Buyer, all of the Acquired Assets for the consideration specified
        below in this Section
        2.

    

    


    (b) Acquired
      Assets.
      The
“Acquired
      Assets”
shall
      consist of the following assets, properties and contractual rights of
      Seller:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (i) Software.
      All of
      Seller’s copyright rights in and to the computer software and programs listed in
Schedule
      2(b)(i)
      attached
      hereto (including object and source code, in machine readable and listing form),
      and all documentation (including internal documentation, documentation made
      available to customers, and training materials), flowcharts, source code notes,
      software tools, compilers, test routines and information related thereto, in
      whatever form, and all revisions, modifications, upgrades, updates,
      enhancements, release levels and versions of the foregoing (collectively, the
      “Software”),
      including without limitation all rights to produce, create, market and sell
      derivative works and modifications of the Software.

    


    (ii) Online
      Properties.
      The
      Internet websites maintained by Seller for the Business Line, the homepage
      for
      which is located at www.MemPlusHome.com, and all content, design concepts,
      code
      (php, html, css, javascript and sql), text, graphics, images, data, video,
      audio
      (including without limitation music used in time relation with text, images,
      or
      video), URLs, navigational elements, links, pointers, technology and software
      related thereto, including any modifications, upgrades, updates, enhancements
      and related information or documentation (collectively, the “Online
      Properties”).

    


    (iii) Inventories.
      All
      inventories related to the Business Line as of the Closing Date, including
      without limitation all expendables and consumables and all advertising material,
      marketing material, copy, camera-ready art, trade show booth set-ups, displays
      and other materials and supplies to be used or consumed in connection with
      the
      operation of the Business Line (collectively, the “Inventories”).

    


    (iv) Proprietary
      Rights.
      All
      patents, patent applications, copyrights, trade secrets, ideas, know-how, domain
      names, metatags, trademarks, service marks, trade names, and other proprietary
      rights based, in whole or in part, or included in, covering or related to the
      Business Line or any portion thereof (collectively, the “Proprietary
      Rights”),
      including without limitation all of Seller’s copyright rights and other
      Proprietary Rights in and to the Software and the Online
      Properties.

    


    (v) Trade
      Names.
      The
      name “Membership Plus” and all variations or derivatives thereof, including all
      trademarks, service marks, trade names or logos, together with any goodwill
      associated therewith. 

    


    (vi) Records.
      All
      designs, drawings, procedures (including design, manufacturing, test and
      maintenance procedures), records, specifications, technical data, inventory
      records, customer and supplier lists and records (including all prospective
      customer and leads lists), pricing and cost information, and business and
      marketing plans and proposals, in whatever form, related to, useful, utilizable
      or necessary in connection with the operation of the Business Line.

    


    (vii) Accounts
      Receivable.
      All
      billed and unbilled notes receivable, accounts receivable and other receivables
      or rights to payments due to Seller in connection with the Business Line
      existing as of the Closing Date (collectively, the “Accounts
      Receivable”),
      including without limitation those Accounts Receivable set forth on Schedule
      3(q)
      hereto.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (viii) Assigned
      Contracts.
      Subject
      to Section 2(d) hereof, all of the rights of Seller arising after the Closing
      Date under the distribution agreements, license agreements, and other agreements
      set forth on Schedule
      2(b)(viii)
      hereto
      (collectively, the “Assigned
      Contracts”).

    


    (ix) Other.
      All
      other assets of Seller exclusively used in or related to the Business
      Line.

    


    (c) Liabilities.

    


    (i) Assumed
      Liabilities.
      Buyer
      shall assume and pay or perform when due all obligations of Seller arising
      after
      the Closing Date under the Assigned Contracts (collectively, the “Assumed
      Liabilities”),
      which
      obligations arise in accordance with the terms of such Assigned Contracts after
      the Closing Date, except to the extent any such obligations relate to a default
      thereunder by Seller, or an event which with notice or lapse of time or both
      would constitute a default thereunder by Seller, occurring on or prior to the
      Closing Date.

    


    (ii) Retained
      Liabilities.
      Except
      for the Assumed Liabilities, Buyer shall not assume and Seller shall retain
      all
      liabilities or obligations directly or indirectly arising out of or related
      to
      the Acquired Assets or the operation of the Business Line on or prior to the
      Closing Date, whether such liabilities or obligations are known or unknown,
      disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent
      (collectively, the “Retained
      Liabilities”),
      including without limitation: (A) liabilities and obligations for Taxes of
      any
      kind, including without limitation Taxes related to or arising solely from
      the
      transfers contemplated hereby (which transfer or sales taxes shall be the sole
      responsibility of Seller); (B) liabilities and obligations for damage or injury
      to person or property; (C) liabilities and obligations for or otherwise arising
      out of sales of the Software or services related thereto or grants of licenses
      by Seller on or prior to the Closing Date; and (D) liabilities and obligations
      for payables incurred or otherwise related to the Acquired Assets or the
      operation of the Business Line on or prior to the Closing Date. Without limiting
      the foregoing, Buyer shall not assume or become liable for any obligations
      or
      liabilities of Seller not specifically described in Section
      2(c)(i)
      above
      and specifically included in the Assumed Liabilities. Notwithstanding anything
      herein to the contrary, Seller shall pay or perform all Retained Liabilities
      no
      later than when they become due and payable or are to be performed.

    


    (d) Assigned
      Contracts.
      

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (i) The
      parties acknowledge that the Software is sold or distributed by Seller pursuant
      to the terms of certain distribution agreements and consignment agreements
      between Seller and third party retailers (collectively, the “Distribution
      Agreements”),
      including but not limited to those distribution agreements and consignment
      agreements set forth on Schedule
      3(l)
      hereto.
      The parties have agreed that the Distribution Agreements will not be assigned
      to
      Buyer at Closing; provided, however, that (A) Buyer shall be entitled to receive
      all benefits relating to the Software under such Distribution Agreements,
      including but not limited to all payments due to Seller for the sale or
      distribution of the Software thereunder, (B) Seller shall be responsible for
      performing all obligations of Seller relating to the Software under such
      Distribution Agreement, during the term of the Consulting Services Agreement
      between Seller and Buyer, and (C) upon the expiration or earlier termination
      of
      the Consulting Services Agreement, Seller shall use commercially reasonable
      efforts and shall cooperate with Buyer in entering into new distribution or
      consignment agreements with such third party retailers, designed to provide
      Buyer the benefits provided to Seller under such Distribution
      Agreements.

    


    (ii) Notwithstanding
      anything herein to the contrary, the transfer of the Assigned Contracts shall
      be
      by assignment only, and nothing in this Agreement shall be construed as an
      attempt to agree to assign any rights thereunder or under any other Acquired
      Asset that by law or agreement is not assignable without the consent of the
      other party or parties thereto or of any Governmental Authority, as the case
      may
      be, unless such consent shall be given. If and to the extent the assignment
      of
      any Assigned Contract requires the consent of another Person, then: (A) such
      Assigned Contract shall not be deemed assigned and shall constitute an assumed
      liability of Buyer until such consent is obtained; (B) the Parties shall
      use
      commercially reasonable efforts and shall cooperate with each other in seeking
      such consent or entering into reasonable arrangements, designed to provide
      Buyer
      the benefits thereunder;
      and (C)
      Buyer shall be obligated to perform and discharge the obligations of Seller
      arising after the Closing Date under any such Assigned Contract only after
      such
      consent is obtained.

    


    (e) Purchase
      Price.
      In
      consideration of the sale, transfer, conveyance, assignment and delivery of
      the
      Acquired Assets, and in reliance upon the representations and warranties made
      herein by Seller, Buyer shall pay to Seller the sum of One Million Six Hundred
      Seventy-Five Thousand and 00/100 ($1,675,000.00) Dollars (the “Purchase
      Price”).
      The
      Purchase Price shall be payable by Buyer to Seller in cash or by wire transfer
      or delivery of other immediately available funds at the Closing.

    


    (f) The
      Closing. 
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      shall
      take place simultaneously with the execution and delivery of this Agreement
      at
      the offices of Seller and Buyer with deliveries by facsimile or wire transfer.
      The hour and date of the Closing are referred to herein as the “Closing
      Date”.
      The
      parties agree and intend that the Closing shall be effective as of 11:59 p.m.
      on
      the Closing Date.

    


    (g) Deliveries
      at the Closing.
      At or
      before the Closing: (i) Seller will deliver to Buyer the various certificates,
      instruments, and documents referred to in Section
      6(a)
      below;
      (ii) Buyer will deliver to Seller the various certificates, instruments, and
      documents referred to in Section
      6(b)
      below;
      (iii) Seller will execute, acknowledge (if appropriate), and deliver to Buyer
      (A) assignments (including Proprietary Rights transfer documents) in the forms
      attached hereto as Exhibit
      A
      and
Exhibit
      C,
      and (B)
      such other instruments of sale, transfer, conveyance, and assignment as Buyer
      and its counsel may reasonably request; (iv) Buyer will execute, acknowledge
      (if
      appropriate), and deliver to Seller (A) an assumption in the form attached
      hereto as Exhibit
      C
      and (B)
      such other instruments of assumption as Seller and its counsel reasonably may
      request; and (v) Buyer will deliver to Seller the Purchase Price specified
      in
Section
      2(e)
      above.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (h) Further
      Assurances.
      If, at
      any time following the Closing Date, Buyer shall consider or be advised that
      any
      deeds, bills of sale, assignments or assurances or any other acts or things
      are
      necessary, desirable or proper (i) to vest, perfect or confirm, of record or
      otherwise, in Buyer its right, title and interest in, to or under any of the
      Acquired Assets, or (ii) otherwise to carry out the purposes of this Agreement,
      Seller shall execute and deliver all such deeds, bills of sale, assignments
      and
      assurances and shall do all such other acts and things as may be necessary,
      desirable or proper to vest, perfect or confirm Buyer’s right, title and
      interest in, to and under any of the Acquired Assets and otherwise to carry
      out
      the purposes of this Agreement.

    


    3. REPRESENTATIONS
      AND WARRANTIES OF THE SELLER.
      Seller
      represents and warrants to Buyer that the statements contained in this
Section
      3
      are
      correct and complete as of the Closing Date, except as set forth in the
      disclosure schedules accompanying this Agreement and initialed by the Parties
      (each and “Schedule”
and
      collectively, the “Disclosure
      Schedule”).
      The
      Disclosure Schedule is arranged in pages corresponding to the lettered and
      numbered paragraphs contained in this Agreement.

    


    (a) Organization
      of Seller.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the jurisdiction of its incorporation and has full power and authority
      to carry on its current business and to own, use and sell its assets and
      properties, including the Acquired Assets. Seller is duly qualified to do
      business as a foreign corporation and is in good standing under the laws of
      each
      state or other jurisdiction in which the conduct of the Business Line requires
      such qualification, except where the failure to be so qualified is not
      reasonably anticipated to have a Material Adverse Effect.

    


    (b) Authorization
      of Transaction.
      Seller
      has full power and authority (including full corporate power and authority)
      to
      execute and deliver this Agreement and to perform its obligations hereunder.
      Without limiting the generality of the foregoing, the Board of Directors of
      Seller and, to the extent required by applicable law, Seller’s shareholders have
      duly authorized the execution, delivery, and performance of this Agreement
      by
      Seller. This Agreement constitutes the valid and legally binding obligation
      of
      Seller, enforceable in accordance with its terms and conditions.

    


    (c) Noncontravention.
      Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby will (i) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any Governmental Authority to which Seller is subject or any
      provision of the charter or bylaws of Seller or (ii) except as set forth on
      Schedule
      3(c),
      conflict with, result in a breach of, constitute a default under, result in
      the
      acceleration of, create in any party the right to accelerate, terminate, modify,
      or cancel, or require any notice or consent under any agreement, contract,
      lease, license, instrument, or other arrangement to which Seller is a party
      or
      by which it is bound or to which any of its assets is subject (or result in
      the
      imposition of any Lien upon any of its assets). Except as set forth on
Schedule
      3(c),
      Seller
      does not need to give any notice to, make any filing with, or obtain any
      authorization, consent, or approval of any Governmental Authority in order
      for
      the Parties to consummate the transactions contemplated by this
      Agreement.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (d) Brokers'
      Fees.
      Seller
      has no Liability or obligation to pay any fees or commissions to any broker,
      finder, or agent with respect to the transactions contemplated by this Agreement
      for which Buyer could become liable or obligated.

    


    (e) Title
      to Acquired Assets.
      Except
      as set forth on Schedule
      3(e),
      Seller
      has good and valid title to all of the Acquired Assets; owns the Acquired Assets
      free and clear of any and all Liens; and is conveying good and valid title
      to
      the Acquired Assets to Buyer free and clear of any and all Liens. No portion
      of
      the Acquired Assets is subject to any outstanding injunction, judgment, order,
      decree, ruling or charge, and no action, suit, proceeding, hearing,
      investigation, charge, complaint, claim, or demand is pending or, to the
      Knowledge of Seller, is threatened which challenges the legality, validity,
      enforceability, use, or ownership of any portion of the Acquired Assets. Except
      as set forth on Schedule
      3(e),
      all of
      the tangible Acquired Assets being acquired by Buyer on the Closing Date are
      in
      the possession and control of Seller. Seller is the sole and exclusive owner
      of
      the Acquired Assets, and has the sole and exclusive right to use, license,
      sublicense, assign or sell the Acquired Assets without liability to, or consent
      of, any Person. Except pursuant to this Agreement, Seller is not a party to
      any
      contract or obligation whereby an absolute or contingent right to purchase,
      obtain or acquire any rights in any of the Acquired Assets has been granted
      to
      any Person.

    


    (f) Software.
      Except
      as set forth on Schedule
      3(f),
      there
      are no known errors, malfunctions or defects in the Software. Seller is not
      aware of any unauthorized use of the Software or any portion thereof by any
      Person. All modifications, improvements and other derivative works to or from
      the Software created by or on behalf of Seller have been created solely by
      employees of Seller who are under an obligation to assign all right, title
      and
      interest therein to Seller. Except for licenses granted in the Ordinary Course
      of Business to purchasers or licensees of the Software, no rights or licenses,
      express or implied, have been granted to any Person under, in or to the Software
      or any portion thereof.

    


    (g) Online
      Properties.
      There
      are no known errors, malfunctions or defects in the Online Properties. Seller
      is
      not aware of any unauthorized use of the Online Properties or any portion
      thereof by any Person. All modifications, improvements and other derivative
      works to or from the Online Properties created by or on behalf of Seller have
      been created solely by employees of Seller who are under an obligation to assign
      all right, title and interest therein to Seller. Except for licenses granted
      in
      the Ordinary Course of Business to end users of the Online Properties, no rights
      or licenses, express or implied, have been granted to any Person under, in
      or to
      the Online Properties or any portion thereof.

    


    (h) Inventories.
      Schedule
      3(h)
      contains
      a complete and correct list of all Inventories as of the Closing Date. The
      Inventories consist of materials and supplies, manufactured and purchased parts,
      goods in process, and finished goods, all of which are of a quality and quantity
      usable or salable in the Ordinary Course of Business of Seller, are currently
      used by Seller in the Ordinary Course of Business, and are merchantable and
      fit
      for the purpose for which such items were procured or manufactured.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (i) Proprietary
      Rights.
      Schedule
      3(i)
      contains
      a complete and correct list of all trade names, domain names, trademarks,
      service marks, service names, logos, brand names, registered copyrights and
      patents, and to the extent applicable any registrations and applications
      therefor, used by Seller in connection with or otherwise included in, covering
      or related to the Business Line. Seller has delivered to Buyer complete and
      correct copies of all such trademarks, service marks, patents, and related
      registrations and applications and has made available to Buyer complete and
      correct copies of all other written documentation evidencing ownership and
      prosecution (if applicable) of each such item. The Proprietary Rights are in
      full force and effect and there are no Liens, proceedings or causes of action
      that in any way affect the validity or enforceability of such Proprietary
      Rights. Except for licenses granted in the Ordinary Course of Business to
      purchasers, licensees or end users of the Software and Online Properties, no
      rights or licenses, express or implied, have been granted to any Person under,
      in or to the Proprietary Rights or any portion thereof.

    


    (j) Non-Infringement.
      The
      Acquired Assets, in whole or in part, do not violate or infringe any patents,
      copyrights, trademarks, service marks, trade names, trade dress, rights of
      privacy or publicity, moral rights, rights of attribution or integrity or any
      other intellectual property or proprietary rights of any Person (collectively,
      “Third
      Party Intellectual Property Rights”)
      and no
      rights or licenses are required from any Person to exercise any rights with
      respect to the Acquired Assets or any portion thereof. Seller has not interfered
      with, infringed upon, misappropriated, or otherwise come into conflict with
      any
      Third Party Intellectual Property Rights, and none of Seller or its officers,
      directors, shareholders or employees has ever received any charge, complaint,
      claim, demand, or notice alleging any such interference, infringement,
      misappropriation, or violation (including any claim that Seller must license
      or
      refrain from using any Third Party Intellectual Property Rights). To the
      Knowledge of Seller, no third party has interfered with, infringed upon,
      misappropriated, or otherwise come into conflict with the Acquired Assets or
      any
      portion thereof. 

    


    (k) Legal
      Compliance.
      Except
      as would not, individually or in the aggregate, have a Material Adverse Effect
      on Seller, Seller has complied with all applicable laws (including rules,
      regulations, codes, plans, injunctions, judgments, orders, decrees, rulings,
      and
      charges thereunder) of Governmental Authorities, and no action, suit,
      proceeding, hearing, investigation, charge, complaint, claim, demand, or notice
      has been filed or commenced against Seller alleging any failure so to
      comply.

    


    (l) Contracts.
      Schedule
      3(l)
      contains
      a complete and correct list of all written or oral contracts, agreements or
      commitments that in any way relate to the Acquired Assets. Seller has delivered
      to Buyer a correct and complete copy of each written agreement listed in
Schedule
      3(l),
      together with a written summary setting forth the terms and conditions of each
      oral agreement referred to in Schedule
      3(l).
      With
      respect to each such agreement: (i) the agreement is legal, valid, binding,
      enforceable, and in full force and effect; (ii) the agreement will continue
      to
      be legal, valid, binding, enforceable, and in full force and effect on identical
      terms following the consummation of the transactions contemplated hereby; (iii)
      no party is in breach or default, and no event has occurred which with notice
      or
      lapse of time would constitute a breach or default, or permit termination,
      modification, or acceleration, under the agreement; and (iv) no party has
      repudiated any provision of the agreement.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    (m) Litigation.
      Schedule
      3(m)
      sets
      forth each instance in which Seller (i) is subject to any outstanding
      injunction, judgment, order, decree, ruling, or charge or (ii) is a party,
      or to
      the Knowledge of Seller is threatened to be made a party, to any action, suit,
      proceeding, hearing, or investigation of, in, or before any court or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator. None of the actions, suits, proceedings,
      hearings, and investigations set forth in Schedule
      3(m)
      could
      result in any Material Adverse Effect on Seller or any of the Acquired
      Assets.

    


    (n) Product
      Warranty.
      Each
      product manufactured, sold, licensed, leased, or delivered by Seller has been
      in
      conformity with all applicable contractual commitments and all express and
      implied warranties, and Seller has no Liability (and there is no Basis for
      any
      present or future action, suit, proceeding, hearing, investigation, charge,
      complaint, claim, or demand against it giving rise to any Liability) for
      replacement or repair thereof or other damages in connection therewith. No
      product manufactured, sold, licensed, leased, or delivered by Seller is subject
      to any guaranty, warranty, or other indemnity beyond the applicable standard
      terms and conditions of sale or license. Exhibit
      D
      includes
      correct and complete copies of the standard terms and conditions of sale,
      license, lease, maintenance and support agreements relating to the Software
      or
      the Online Properties (containing applicable guaranty, warranty, and indemnity
      provisions). The Software and the Online Properties have been licensed for
      use
      by third parties only in accordance with such standard terms and conditions.
      

    


    (o) Product
      Liability.
      Seller
      has no Liability (and there is no Basis for any present or future action, suit,
      proceeding, hearing, investigation, charge, complaint, claim, or demand against
      it giving rise to any Liability) arising out of any injury to individuals or
      property as a result of the ownership, possession, or use of the Software or
      the
      Online Properties.

    


    (p) Customer
      Base.
      There
      are at least 27,000 churches, “para-church” organizations and ministries, and
      non-profit entities that, in the aggregate, are currently registered Membership
      Plus users. Schedule
      3(p)
      contains
      a complete and accurate list of all such registered Membership Plus users as
      of
      the Closing Date.

    


    (q) Accounts
      Receivable.
      All
      Accounts Receivable represent valid obligations arising from sales actually
      made
      or services actually performed by Seller in the Ordinary Course of Business.
      Such Accounts Receivable are or will be as of the Closing Date current and
      collectible consistent with past practice. There is no contest, claim, defense
      or right of setoff, other than returns in the ordinary course of business of
      Seller, relating to the amount or validity of such Account Receivable.
Schedule
      3(q)
      contains
      a complete and accurate list of all Accounts Receivable as of the Closing Date,
      which list sets forth the name and address of each customer and the amount
      and
      aging of each Account Receivable.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (r) Disclosure.
      The
      representations and warranties contained in this Section
      3
      do not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary in order to make the statements and information contained in
      this
Section
      3
      not
      misleading.

    


    4. REPRESENTATIONS
      AND WARRANTIES OF THE BUYER.
      Buyer
      represents and warrants to Seller that the statements contained in this
Section
      4
      are
      correct and complete as of the Closing Date.

    


    (a) Organization
      of Buyer.
      Buyer
      is a corporation duly organized, validly existing, and in good standing under
      the laws of the jurisdiction of its incorporation and has full power and
      authority to carry on its current business and to own, use and sell its assets
      and properties.

    


    (b) Authorization
      of Transaction.
      Buyer
      has full power and authority (including full corporate power and authority)
      to
      execute and deliver this Agreement and to perform its obligations hereunder.
      Without limiting the generality of the foregoing, the Board of Directors of
      Buyer has duly authorized the execution, delivery, and performance of this
      Agreement by Buyer. This Agreement constitutes the valid and legally binding
      obligation of Buyer, enforceable in accordance with its terms and
      conditions.

    


    (c) Noncontravention.
      Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (i) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any Governmental Authority to which Buyer is subject or any
      provision of its charter or bylaws or (ii) conflict with, result in a breach
      of,
      constitute a default under, result in the acceleration of, create in any party
      the right to accelerate, terminate, modify, or cancel, or require any notice
      under any agreement, contract, lease, license, instrument, or other arrangement
      to which Buyer is a party or by which it is bound or to which any of its assets
      is subject. Buyer does not need to give any notice to, make any filing with,
      or
      obtain any authorization, consent, or approval of any Governmental Authority
      in
      order for the Parties to consummate the transactions contemplated by this
      Agreement.

    


    (d) Brokers’
      Fees.
      Buyer
      has no Liability or obligation to pay any fees or commissions to any broker,
      finder, or agent with respect to the transactions contemplated by this Agreement
      for which Seller could become liable or obligated.

    


    5. INTENTIONALLY
      DELETED.

    


    6. ADDITIONAL
      CLOSING DOCUMENTS OR ACTIONS.

    


    (a) Additional
      Closing Documents or Actions of Seller.
      At or
      before the Closing:

    


    (i) Buyer
      shall have received from counsel to Seller opinions in form and substance as
      set
      forth in Exhibit
      B-1
      and
Exhibit
      B-2
      attached
      hereto, addressed to Buyer, and dated as of the Closing Date;

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (ii) Buyer
      shall have received counterparts of the Partial Assignment of License Agreement
      among Seller, Buyer and Riverdeep, Inc. (the “Riverdeep
      Assignment”)
      substantially in the form attached hereto as Exhibit
      E
      and the
      Agreement between Seller and Riverdeep, Inc. (the “Riverdeep
      Agreement”)
      substantially in the form attached hereto as Exhibit
      F,
      in each
      case duly executed by Seller and Riverdeep, Inc.;

    


    (iii) Buyer
      shall have received counterparts of the Contract for Consulting Services (the
      “Consulting
      Services Agreement”)
      substantially in the form attached hereto as Exhibit
      G,
      duly
      executed by Seller; and

    


    (iv) Seller
      shall execute and deliver such other documents as are required pursuant to
      this
      Agreement or as may reasonably be requested by Buyer.

    


    (b) Additional
      Closing Documents or Actions of Buyer. 
      At or
      before the Closing:

    


    (i) Seller
      shall have received counterparts of the Consulting Services Agreement, duly
      executed by Buyer; 

    


    (ii) Seller
      shall have received counterparts of the Riverdeep Assignment, duly executed
      by
      Buyer; and

    


    (iii) Buyer
      shall execute and deliver such other documents as are required pursuant to
      this
      Agreement or as may reasonably be requested by Seller.

    


    7. POST-CLOSING
      COVENANTS.

    


    (a) Except
      as
      provided in the Consulting Services Agreement or as necessary to fulfill its
      obligations thereunder, from and after the Closing, Seller
      shall cease utilizing the name “Membership Plus”, or any variations or
      derivatives thereof, in connection with any of its continuing business
      operations or initiatives.

    


    (b). For
      purposes of any federal or state tax reporting associated with the transactions
      contemplated by this Agreement, Buyer and Seller agree that the Purchase Price
      shall be allocated among the Acquired Assets in accordance with the purchase
      price allocation schedule annexed hereto and made a part hereof (the
“Purchase
      Price Allocation Schedule”).
      Said
      allocation is intended by Buyer and Seller to comply with Section 1060 of the
      Code and any Treasury Regulations issued thereunder, and Buyer and Seller shall
      file Form 8594 with their respective federal income tax returns in a manner
      consistent with said allocation.

    


    8. INDEMNIFICATION.

    


    (a) Indemnification
      by Seller.
      Up to a
      maximum amount equal to the Purchase Price, Seller shall indemnify, defend
      and
      hold harmless Buyer and its officers and directors from, against, and with
      respect to any and all losses, damages, claims, obligations, liabilities, costs
      and expenses (including, without limitation, reasonable attorneys’ fees and
      costs and expenses incurred in investigating, preparing, defending against
      or
      prosecuting any litigation, claim, proceeding or demand) of any kind or
      character (each a “Loss”
and
      collectively, the “Losses”)
      arising out of or in connection with any of the following:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    (i) Any
      material breach of any of the representations or warranties of Seller contained
      in this Agreement;

     

    (ii) Any
      material failure by Seller to perform or observe any covenant, agreement or
      condition to be performed or observed by it pursuant to this
      Agreement;

    


    (iii) Any
      and
      all Retained Liabilities or other liabilities and obligations of Seller, except
      for the Assumed Liabilities;
      or

    


    (iv) Seller’s
      ownership and operation of the Acquired Assets and the Business Line on or
      prior
      to the Closing Date, including without limitation any and all claims for
      products, service or professional liability against Seller arising out of sales
      of the Software or services related thereto or grants of licenses by Seller
      on
      or prior to the Closing Date.

    


    (b) Indemnification
      by Buyer.
      Buyer
      shall indemnify, defend and hold harmless Seller and its officers and directors
      from, against and with respect to any Losses arising out of or in connection
      with any of the following:

    


    (i) Any
      material breach of any of the representations and warranties of Buyer contained
      in this Agreement;

    


    (ii) Any
      material failure by Buyer to perform or observe, any covenant, agreement or
      condition to be performed or observed by it pursuant to this
      Agreement;

    


    (iii) All
      obligations and liabilities arising after the Closing Date attributable to
      the
      Assumed Liabilities; or

    


    (iv) Buyer’s
      ownership and operation of the Acquired Assets after the Closing Date, including
      without limitation any and all claims for products, service or professional
      liability against Buyer arising out of sales of the Software or services related
      thereto or grants of licenses by Buyer after the Closing Date.

    


    (c) Notice
      of Claim.
      Any
      party seeking to be indemnified hereunder (the “Indemnified
      Party”)
      shall,
      within thirty (30) days following discovery of the matters giving rise to a
      Loss, notify the party from whom indemnity is sought (the “Indemnity
      Obligor”)
      in
      writing of any claim for recovery, specifying in reasonable detail the nature
      of
      the Loss and the amount of the liability estimated to arise therefrom; provided,
      however, that no single claim shall be made hereunder for an amount less than
      Twenty-Five Thousand and No/100ths Dollars ($25,000.00). If the Indemnified
      Party does not so notify the Indemnity Obligor within said thirty (30) days,
      such claim shall be barred, and the Indemnity Obligor shall have no obligation
      with respect thereto. The Indemnified Party shall provide to the Indemnity
      Obligor as promptly as practicable thereafter all information and documentation
      requested by the Indemnity Obligor to verify the claim asserted.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    (d) Defense.
      If the
      facts pertaining to a Loss arise out of the claim of any third party, or if
      there is any claim against a third party available by virtue of the
      circumstances of the Loss, the Indemnity Obligor may, by giving written notice
      to the Indemnified Party within thirty (30) days following its receipt of the
      notice of such claim, elect to assume the defense or the prosecution thereof,
      including the employment of counsel or accountants at its cost and expense;
      provided, however, that during the interim the Indemnified Party shall use
      its
      best efforts to take all action (not including settlement) reasonably necessary
      to protect against further damage or loss with respect to the Loss. The
      Indemnified Party shall have the right to employ counsel separate from counsel
      employed by the Indemnity Obligor in any such action and to participate therein,
      but the fees and expenses of such counsel shall be at the Indemnified Party’s
      own expense. Whether or not the Indemnity Obligor chooses so to defend or
      prosecute such claim, all the parties hereto shall cooperate in the defense
      or
      prosecution thereof. In the event of payment by the Indemnity Obligor to the
      Indemnified Party in connection with any Loss arising out of a third party
      claim, the Indemnity Obligor shall be subrogated to and shall stand in the
      place
      of the Indemnified Party with respect to such Indemnified Matter. The
      Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting
      any
      subrogated claim.

    


    (e) Time
      for Claims.
      All of
      the representations and warranties of the Parties contained in this Agreement
      shall survive the Closing. Except as otherwise provided herein, action on any
      claim asserted with respect to the items enumerated in Sections
      8(a)
      or
8(b)
      must be
      commenced within four (4) years after the Closing Date. 

    


    (f) Reduction
      by Insurance Proceeds.
      The
      amount payable by an Indemnity Obligor to an Indemnified Party with respect
      to a
      Loss shall be reduced by the amount of any insurance proceeds received by the
      Indemnified Party with respect to the Loss, and each of the parties hereby
      agrees to use its best efforts to collect any and all insurance proceeds to
      which it may be entitled in respect of any Loss.

    


    9. MISCELLANEOUS.

    


    (a) Press
      Releases and Public Announcements. 
      Any
      Party may make any public disclosure it believes in good faith is required
      by
      applicable law, in which case the disclosing Party will use its best efforts
      to
      advise the other Party prior to making the disclosure.

    


    (b) No
      Third-Party Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any Person other than
      the
      Parties and their respective successors and permitted assigns.

    


    (c) Entire
      Agreement. 
      This
      Agreement (including the documents referred to herein) constitutes the entire
      agreement between the Parties and supersedes any prior understandings,
      agreements, or representations by or between the Parties, written or oral,
      to
      the extent they related in any way to the subject matter hereof.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    (d) Succession
      and Assignment. 
      This
      Agreement shall be binding upon and inure to the benefit of the Parties named
      herein and their respective successors and permitted assigns. No Party may
      assign either this Agreement or any of its rights, interests, or obligations
      hereunder without the prior written approval of the other Party.

    


    (e) Counterparts. 
      This
      Agreement may be executed in one or more counterparts, each of which shall be
      deemed an original but all of which together will constitute one and the same
      instrument.

    


    (f) Headings. 
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    (g) Notices.
      All
      notices, requests, demands, claims, and other communications hereunder will
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given if (and then two business days after) it is sent
      by
      registered or certified mail, return receipt requested, postage prepaid, and
      addressed to the intended recipient as set forth below:

     

    
      
        	 	
                If
                  to Seller:

              	 	
                Copy
                  to:

              	 
	 	
                Steven
                  Malone

              	 	
                Michael
                  M. Membrado

              	 
	 	
                Findex.com,
                  Inc.

              	 	
                M.M.
                  Membrado, PLLC

              	 
	 	
                620
                  North 129th
                  Street

              	 	
                115
                  East 57th
                  Street, Suite 1006

              	 
	 	
                Omaha,
                  NE 68154

              	 	
                New
                  York, NY 10022

              	 
	 	
                P:
                  (402)333-1900

              	 	
                P:
                  (646)486-9722

              	 
	 	
                F:
                  (402)778-5763

              	 	
                F:
                  (646)486-9721

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                If
                  to Buyer:

              	 	
                Copies
                  to:

              	 
	 	
                Hal
                  Campbell

              	 	
                J.
                  Craig Hearon

              	 
	 	
                ACS
                  Technologies Group, Inc.

              	 	
                ACS
                  Technologies Group, Inc.

              	 
	 	
                180
                  Dunbarton Drive

              	 	
                180
                  Dunbarton Drive

              	 
	 	
                Florence,
                  SC 29501

              	 	
                Florence,
                  SC 29501

              	 
	 	
                P:
                  (843)413-8015

              	 	
                P:
                  (843)409-1505

              	 
	 	
                F:
                  (843)679-4910

              	 	
                F:
                  (843)679-4911

              	 
	 	 	 	 	 
	 	 	 	
                Jamile
                  J. Francis III

              	 
	 	 	 	
                Leatherwood
                  Walker Todd & Mann, P.C.

              	 
	 	 	 	
                300
                  E. McBee Avenue, Suite 500

              	 
	 	 	 	
                Greenville,
                  SC 29601

              	 
	 	 	 	
                P:
                  (864)242-6440

              	 
	 	 	 	
                F:
                  (864)240-2459

              	 


      

       

    

    Any
      Party
      may send any notice, request, demand, claim, or other communication hereunder
      to
      the intended recipient at the address set forth above using any other means
      (including personal delivery, expedited courier, messenger service, telecopy,
      telex, ordinary mail, or electronic mail), but no such notice, request, demand,
      claim, or other communication shall be deemed to have been duly given unless
      and
      until it actually is received by the intended recipient. Any Party may change
      the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Party notice
      in
      the manner herein set forth.

    


    
      
        
        

      

      
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    (h) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of South Carolina without giving effect to any choice or
      conflict of law provision or rule (whether of the State of South Carolina or
      any
      other jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of South Carolina.

    


    (i) Amendments
      and Waivers.
      No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by Buyer and Seller. No waiver by any Party
      of
      any default, misrepresentation, or breach of warranty or covenant hereunder,
      whether intentional or not, shall be deemed to extend to any prior or subsequent
      default, misrepresentation, or breach of warranty or covenant hereunder or
      affect in any way any rights arising by virtue of any prior or subsequent such
      occurrence.

    


    (j) Severability. 
      Any term
      or provision of this Agreement that is invalid or unenforceable in any situation
      in any jurisdiction shall not affect the validity or enforceability of the
      remaining terms and provisions hereof or the validity or enforceability of
      the
      offending term or provision in any other situation or in any other
      jurisdiction.

    


    (k) Expenses.
      Each
      Party will bear its own costs and expenses (including legal fees and expenses)
      incurred in connection with this Agreement and the transactions contemplated
      hereby.

    


    (l) Construction. 
      The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the Parties
      and no presumption or burden of proof shall arise favoring or disfavoring any
      Party by virtue of the authorship of any of the provisions of this Agreement.
      Any reference to any federal, state, local, or foreign statute or law shall
      be
      deemed also to refer to all rules and regulations promulgated thereunder, unless
      the context requires otherwise. The word “including” shall mean including
      without limitation. Nothing in the Disclosure Schedule shall be deemed adequate
      to disclose an exception to a representation or warranty made herein unless
      the
      Disclosure Schedule identifies the exception with reasonable particularity
      and
      describes the relevant facts in reasonable detail. Without limiting the
      generality of the foregoing, the mere listing (or inclusion of a copy) of a
      document or other item shall not be deemed adequate to disclose an exception
      to
      a representation or warranty made herein (unless the representation or warranty
      has to do with the existence of the document or other item itself). The Parties
      intend that each representation, warranty, and covenant contained herein shall
      have independent significance. If any Party has breached any representation,
      warranty, or covenant contained herein in any respect, the fact that there
      exists another representation, warranty, or covenant relating to the same
      subject matter (regardless of the relative levels of specificity) which the
      Party has not breached shall not detract from or mitigate the fact that the
      Party is in breach of the first representation, warranty, or
      covenant.

    


    
      
        
        

      

      
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    (m) Incorporation
      of Exhibits and Schedules.
      The
      Exhibits and Schedules identified in this Agreement are incorporated herein
      by
      reference and made a part hereof.

    


    (n) Submission
      to Jurisdiction. 
      Each of
      the Parties submits to the exclusive jurisdiction of any state or federal court
      sitting in Florence County, South Carolina, in any action or proceeding arising
      out of or relating to this Agreement, except as otherwise expressly provided
      in
Section
      9(o)
      hereof,
      and agrees that all claims in respect of the action or proceeding may be heard
      and determined in any such court. Each Party also agrees not to bring any action
      or proceeding arising out of or relating to this Agreement in any other court.
      Each of the Parties waives any defense of inconvenient forum to the maintenance
      of any action or proceeding so brought and waives any bond, surety, or other
      security that might be required of any other Party with respect thereto. Any
      Party may make service on the other Party by sending or delivering a copy of
      the
      process to the Party to be served at the address and in the manner provided
      for
      the giving of notices in Section
      9(g)
      above.
      Nothing in this Section
      9(n),
      however, shall affect the right of any Party to serve legal process in any
      other
      manner permitted by law or in equity. Each Party agrees that a final judgment
      in
      any action or proceeding so brought shall be conclusive and may be enforced
      by
      suit on the judgment or in any other manner provided by law or in
      equity.

    


    (o) Arbitration.
      The
      Parties agree that all disputes arising out of or in connection with this
      Agreement shall be settled by arbitration in accordance with the provisions
      of
      the Uniform Arbitration Act of S.C. Code Sections 15-48-10 through 15-48-240,
      and judgment upon the award rendered by the arbitrator(s) shall be binding
      and
      may be entered in any court having jurisdiction. 

    


    


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    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement on as of the
      date first above written.

    


    ACS
      TECHNOLOGIES GROUP, INC.

    


    


    By: 
      /s/ J. Craig Hearon      

     

    Name:
      J.
      Craig Hearon      

    


    Title:
      COO/CFO       

    


    


    


    FINDEX.COM,
      INC.


    


    By:
      /s/ Steven Malone       

    


    Name:
      Steven Malone       

    


    Title:
      CEO       

     

     

    
 

    
 

    
      
        
        

      

      
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