numobile_8k-ex1001.htm


    Exhibit 10.1


     

     

     

    STOCK
PURCHASE AGREEMENT

     

    AMONG

     

    NUMOBILE,
INC.,

     

    STONEWALL
NETWORKS, INC.

     

    AND

     

    THE
SHAREHOLDERS OF STONEWALL NETWORKS, INC.

     

    


    


     

     

    Dated
October 7, 2009

     

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    STOCK
PURCHASE AGREEMENT

     

    THIS
STOCK PURCHASE AGREEMENT is made as of October 7th,
2009 (the “Agreement”), among
NuMobile, Inc., a corporation existing under the laws of Nevada (the “Purchaser”),
Stonewall Networks, Inc., a corporation existing under the laws of Delaware
(“Stonewall”),
and the shareholders of Stonewall listed on Schedule 1 (the “Preferred
Shareholders”) and Schedule 2 hereof (the “Common Shareholders” and
collectively with the Preferred Sharesholders, the “Sellers”).

     

    W
I T N E S S E T H:

     

    WHEREAS,
the Sellers own an aggregate of 3,720,000 shares of common stock, $0.001 par
value per share (the “Common Stock”) and 5,924,243 shares of Series A Preferred
Stock, $0.001 par value per share (the “Series A Preferred
Stock” and together with the Common Stock, the “Shares”), of
Stonewall, which Shares constitute 100% of the issued and outstanding shares of
capital stock of Stonewall; and

     

    WHEREAS,
the Sellers desire to sell to Purchaser, and the Purchaser desires to purchase
from the Sellers, the Shares upon the terms and conditions hereinafter set
forth;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter contained, the parties hereby agree as
follows:

     

    ARTICLE
I   SALE AND PURCHASE OF
SHARES

     

    
      	
              1.1

            	
              Sale and Purchase of
      Shares.

            


    

     

    Upon the
terms and subject to the conditions contained herein, on the Closing Date each
Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and
the Purchaser shall purchase from each Seller, all Shares of Stonewall owned by
such Seller set forth opposite such Seller's name on Schedule 1 attached
hereto (with respect to the Preferred Shareholders) and Schedule 2 attached
hereto (with respect to the Common Shareholders).  The sale and
purchase are intended to be a tax-free reorganization under Section 368(a)(1)(B)
of the Internal Revenue Code.

     

    ARTICLE
II   PURCHASE PRICE AND
PAYMENT

     

    2.1           Amount and Payment of
Purchase Price.

     

    On the
Closing Date, the Purchaser shall (i) issue an aggregate principal amount of
$1,350,000 notes due December 31, 2011 in the form attached hereto as Exhibit 1
(the “Notes”) to the Preferred Shareholders based on the percentages set forth
on Schedule 1, and (ii) pay $100 in cash to the Common Shareholders based on the
percentages set forth on Schedule 2. For the avoidance of doubt, no Notes shall
be issued to the Common Shareholders.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III   CLOSING AND
TERMINATION

     

    
      	
              3.1

            	
              Closing
      Date.

            


    

     

    Subject
to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof
(or the waiver thereof by the party entitled to waive that condition), the
closing of the sale and purchase of the Notes provided for in Section 2 hereof
(the “Closing”)
shall take place at the offices of Sichenzia Ross Friedman Ference LLP, 61
Broadway, New York, NY 10006 (or at such other place as the parties may
designate in writing) on such date as the Sellers and the Purchaser may
designate.  The Closing may also take place through the delivery of
documents in electronic or telefaxed format or through courier delivery of
actual signatures to counsel for the parties.

     

    
      	
              3.2

            	
              Termination of
      Agreement.

            


    

     

    This
Agreement may be terminated prior to the Closing by either (a) mutual
written consent of the Sellers and the Purchaser or (b) the failure to
complete the Closing by October 31, 2009.  In the event that this
Agreement is validly terminated as provided herein, then each of the parties
shall be relieved of their duties and obligations arising under this Agreement
after the date of such termination and such termination shall be without
liability to the Purchaser, Stonewall or any Seller; provided, however, that nothing
in this Section 3.2 shall relieve the Purchaser or any Seller of any liability
for a breach of this Agreement.

     

    ARTICLE
IV   REPRESENTATIONS AND
WARRANTIES OF THE SELLERS

     

    Each of
the Sellers, with respect only to the shares owned by them, represents and
warrants to the Purchaser that as of the Closing Date:

     

    
      	
              4.1

            	
              Authority.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Neither
      the execution and delivery of this Agreement, the consummation of the
      transactions herein contemplated, nor compliance with the terms of this
      Agreement will violate, conflict with, result in a breach of, or
      constitute a default under any statute, regulation or other agreement to
      which any Seller is a party or by which or any of them is bound, or any
      decree, order, or rule of any court or governmental authority or
      arbitrator that is binding on any Seller in any way, except where such
      would not have a material adverse effect on the Company’s business or
      operations taken as a whole (“Material Adverse
  Effect”).

            


    

     

    
      	
              4.2

            	
              Financial Statements
      and Operation of Stonewall.

            


    

     

    Purchaser
acknowledges that it has received copies of the Stonewall’s financial statements
dated 06/30/2009 and the period then ended.

     

    Sellers
have not been involved in the operation of Stonewall or in the preparation of
the financial statements and thus make no warranties in relation to the
financial statements or the , past, present or future operations of
Stonewall.

     

    Each Seller, individually and not
jointly, represents and warrants to the Purchaser as of the Closing Date
that:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4.3

            	
              Investment
      Intent.

            


    

     

    The Notes
are being acquired hereunder by the Seller for investment purposes only, for
Seller’s own account, not as a nominee or agent and not with a view to the
distribution thereof.  The Seller has no present intention to sell or
otherwise dispose of the Notes and will not do so except in compliance with the
provisions of the Securities Act of 1933, as amended, and applicable
law.  The Seller understands that the Notes which may be acquired
hereunder must be held by Seller indefinitely unless a subsequent disposition or
transfer of any of said shares is registered under the Securities Act of 1933,
as amended, or is exempt from registration therefrom.  The Seller
further understands that the exemption from registration afforded by Rule 144
(the provisions of which are known to such Seller) promulgated under the
Securities Act of 1933, as amended, depends on the satisfaction of various
conditions, and that, if and when applicable, Rule 144 may afford the basis for
sales only in limited amounts.

     

    
      	
              4.4

            	
              Investment Experience;
      Suitability.

            


    

     

    The
Seller is a sophisticated investor familiar with the type of risks inherent in
the acquisition of securities such as the Notes and the Seller’s financial
position is such that the Seller can afford to retain the Notes for an
indefinite period of time without realizing any direct or indirect cash return
on Seller’s investment.

     

    
      	
              4.5

            	
              Ownership

            


    

     

    With
respect to Seller’s Shares, Seller is the lawful record and beneficial owner of
all the Seller’s Shares, free and clear of any liens, pledges, encumbrances,
charges, claims or restrictions of any kind and has, or will have on the Closing
Date, the absolute, unilateral right, power, authority and capacity to enter
into and perform this Agreement without any other or further authorization,
action or proceeding, except as specified herein.

     

    
      	
              4.6

            	
              Options and
      Rights

            


    

     

    Each
Seller, with respect only to the shares owned by them, represents that there are
no authorized or outstanding subscriptions, options, warrants, calls, contracts,
demands, commitments, convertible securities or other agreements or arrangements
of any character or nature whatever under which Seller is or may become
obligated to assign or transfer any shares of capital stock of
Stonewall.  Upon the delivery to Purchaser on the Closing Date of the
certificate(s) representing the Shares, Purchaser will have good, legal, valid,
marketable and indefeasible title to all the Seller’s Shares, free and clear of
any liens, pledges, encumbrances, charges, agreements, options, claims or other
arrangements or restrictions of any kind, other than those imposed by applicable
securities laws.


     

    ARTICLE
V   REPRESENTATIONS AND
WARRANTIES OF PURCHASER

     

    The
Purchaser represents and warrants to each Seller and to Stonewall, as of the
Closing Date, that:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              5.1

            	
              Organization and Good
      Standing of the Purchaser.

            


    

     

    The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada.  Purchaser has, as of October
1st,
2009, 5,000,000,000 shares of common stock, $0.001 par value, authorized, of
which 79,868,546 shares are issued and outstanding, 5,000 shares of Series A
Preferred Stock, $0.001 par value, of which 2,656 are issued and outstanding,
100,000 shares of Series B Preferred Stock, $0.001 par value, of which 0 are
issued and outstanding, 12,000,000 shares of Series C Preferred Stock, $0.001
par value, of which 5,000 are issued and outstanding, 25,000 shares of Series D
Preferred Stock, $0.001 par value, of which 11,575 are issued and outstanding
and 25,000 shares of Series E Preferred Stock, $0.001 par value, of which 5,708
are issued and outstanding.

     

    
      	
              5.2

            	
              Authority.

            


    

     

    (a)           The
execution and delivery of this Agreement and the consummation of the
transactions contemplated herein have been, or will prior to Closing be, duly
and validly approved and acknowledged by all necessary corporate action on the
part of the Purchaser and the Agreement is enforceable in accordance with its
terms.

     

    (b)           The
execution of this Agreement and the delivery hereof to the Sellers and the
purchase contemplated herein have been, or will be prior to Closing, duly
authorized by the Purchaser’s Board of Directors having full power and authority
to authorize such actions.

     

    
      	
              5.3

            	
              Consents.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      execution and delivery of this Agreement, the acquisition of the Shares by
      Purchaser and the consummation of the transactions herein contemplated,
      and the compliance with the provisions and terms of this Agreement, are
      not prohibited by the Articles of Incorporation or Bylaws of the Purchaser
      and will not violate, conflict with or result in a breach of any of the
      terms or provisions of, or constitute a default under, any court order,
      indenture, mortgage, loan agreement, or other agreement or instrument to
      which the Purchaser is a party or by which it is
  bound.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      consent, waiver, approval, order, permit or authorization of, or
      declaration or filing with, or notification to, any person or governmental
      body is required on the part of the Purchaser in connection with the
      execution and delivery of this Agreement or any other agreement referenced
      herein or the compliance by Purchaser with any of the provisions hereof or
      thereof.

            


    

     

    
      	
              5.4

            	
              Litigation.

            


    

     

    There are
no legal proceedings pending or, to the best knowledge of the Purchaser,
threatened that are reasonably likely to prohibit or restrain the ability of the
Purchaser to enter into this Agreement or consummate the transactions
contemplated hereby.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              5.5

            	
              Investment Intent and
      Qualification.

            


    

     

    The
Purchaser is acquiring the Shares for its own account, for investment purposes
only and not with a view to the distribution (as such term is used in Section
2(11) of the Securities Act of 1933, as amended (the “Securities Act”))
thereof.  Purchaser understands that the Shares have not been
registered under the Securities Act and cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available.  Purchaser has, or as of the Closing Date will have had,
access to all information Purchaser has requested and has, or will have,
received satisfactory answers to all questions Purchaser has regarding Stonewall
and the Shares.  Purchaser understands that the Shares which may be
acquired hereunder must be held by it indefinitely unless a subsequent
disposition or transfer of any of those Shares is registered under the
Securities Act of 1933, as amended, or is exempt from registration
therefrom.  Purchaser is a sophisticated investor familiar with the
type of risks inherent in the acquisition of securities such as the Shares and
Purchaser can bear the full risk, including the entire loss, of the
investment.

     

    
      	
              5.6

            	
              Due Authorization of
      Notes.

            


    

     

    The
Notes, when delivered to the Sellers, shall be validly issued and outstanding as
fully paid and non-assessable, free and clear of any liens, pledges,
encumbrances, charges, agreements, options, claims or other arrangements or
restrictions of any kind.

     

    
      	
              5.7

            	
              Accuracy of
      Information

            


    

     

    Purchaser’s
filings with the Securities and Exchange Commission (i) are true, complete, and
accurate as of their dates  and none contained any untrue statement of
a material fact or mitted to state a material fact necessary in order to make
the statements made in it, in light of the circumstances under which they were
made, not misleading, and (ii) comply with the applicable requirements, and
since the date of the most recently filed Form 10-Q, there have been no material
changes in the business or financial condition other than changes that would not
have a Material Adverse Effect.  When Purchaser has filed necessary
periodic reports, including, without limitation, the Form 10-K for its most
recently completed fiscal year and any subsequent quarterly reports, those
reports will be true, complete, and accurate as of their dates and none will
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made in it, in light of the
circumstances under which they were made, not misleading.

     

    ARTICLE
VI   COVENANTS

     

    
      	
              6.1

            	
              Access to
      Information.

            


    

     

    Stonewall
agrees that, prior to the Closing Date, the Purchaser shall be entitled, through
its officers, employees and representatives (including, without limitation, its
legal advisors and accountants), to make such investigation of the properties,
businesses and operations of Stonewall and such examination of the books,
records and financial condition of Stonewall and its Subsidiaries as it
reasonably requests and to make extracts and copies of such books and
records.

     

    Purchaser
agrees that, prior to the Closing Date, Stonewall shall be entitled, through its
officers, employees and representatives (including, without limitation, its
legal advisors and accountants), to make such investigation of the properties,
businesses and operations of the Purchaser and such examination of the books,
records and financial condition of the Purchaser as it reasonably requests and
to make extracts and copies of such books and records.

     

    No
investigation prior to or after the date of this Agreement shall diminish or
obviate any of the representations, warranties, covenants or agreements
contained in this Agreement or any other agreement referenced
herein.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2

            	
              Other
      Actions.

            


    

     

    Each of
the Sellers and the Purchaser shall use its best efforts to (i) take all actions
necessary or appropriate to consummate the transactions contemplated by this
Agreement, and (ii) cause the fulfillment at the earliest practicable date of
all of the conditions to their respective obligations to consummate the
transactions contemplated by this Agreement.

     

    
      	
              6.3

            	
              Use of
      Name.

            


    

     

    The
Sellers hereby agree that upon the consummation of the transactions contemplated
hereby, the Purchaser and Stonewall shall have the sole right to the use of the
name “Stonewall, Inc.” and the Sellers shall not, and shall not cause or permit
any affiliate to, use such name or any variation or simulation
thereof.

     

    
      	
              6.4

            	
              Tax
      Matters.

            


    

     

    Stonewall
or the Purchaser shall prepare or cause to be prepared and file or cause to be
filed any Tax Returns of Stonewall (including any proper extensions
thereof).

     

    
      	
              6.5

            	
              Securities Law
      Filings

            


    

     

    Purchaser
shall make, in a timely manner, all filings under applicable federal and state
securities laws necessary in order to assure that exemptions from registration
are available for the transactions hereunder.

     

    
      	
              6.6

            	
              Disclosure of
      Information.

            


    

     

    Purchaser
believes that Purchaser has received all the information Purchaser considers
necessary or appropriate for deciding whether to purchase the
Shares.  The Purchaser has had an opportunity to discuss Stonewall’s
business, management, financial affairs and the terms and conditions of the
offering of the Shares with the Company’s management and has had an opportunity
to review the Company’s facilities.

     

    Purchaser
acknowledges that it is not relying upon the Sellers, any person, firm or
corporation, other than Stonewall and its officers and directors, in making its
decision to acquire the Shares from the Sellers.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    ARTICLE
VII   CONDITIONS TO
CLOSING

     

    
      	
              7.1

            	
              Conditions Precedent
      to Obligations of Purchaser.

            


    

     

    The
obligation of the Purchaser to consummate the transactions contemplated by this
Agreement is subject to the fulfillment, on or prior to the Closing Date, of
each of the following conditions (any or all of which may be waived by the
Purchaser in whole or in part to the extent permitted by applicable
law):

     

    
      	
               
      

            	
              (a)

            	
              all
      representations and warranties of the Sellers contained herein shall be
      true and correct as of the date
hereof;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Sellers shall have performed and complied in all material respects with
      all obligations and covenants required by this Agreement to be performed
      or complied with by  them on or prior to the Closing
      Date;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Sellers shall have obtained all consents and waivers with respect to the
      transactions contemplated by this
Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              no
      legal proceedings shall have been instituted or threatened or claim or
      demand made against the Sellers, Stonewall, or the Purchaser seeking to
      restrain or prohibit or to obtain substantial damages with respect to the
      consummation of the transactions contemplated hereby, and there shall not
      be in effect any order by a governmental body of competent jurisdiction
      restraining, enjoining or otherwise prohibiting the consummation of the
      transactions contemplated hereby;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Purchaser shall have received the written resignations of each director of
      Stonewall.

            


    

     

    
      	
              7.2

            	
              Conditions Precedent
      to Obligations of the
Sellers.

            


    

     

    The
obligations of the Sellers to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, prior to or on the Closing Date, of
each of the following conditions (any or all of which may be waived by the
Sellers in whole or in part to the extent permitted by applicable
law):

     

    
      	
               
      

            	
              (a)

            	
              all
      representations and warranties of the Purchaser contained herein shall be
      true and correct as of the date
hereof;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Purchaser shall have performed and complied in all material respects with
      all obligations and covenants required by this Agreement to be performed
      or complied with by Purchaser on or prior to the Closing Date;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              no
      legal proceedings shall have been instituted or threatened or claim or
      demand made against the Sellers, Stonewall, or the Purchaser seeking to
      restrain or prohibit or to obtain substantial damages with respect to the
      consummation of the transactions contemplated hereby, and there shall not
      be in effect any order by a governmental body of competent jurisdiction
      restraining, enjoining or otherwise prohibiting the consummation of the
      transactions contemplated hereby.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VIII   DOCUMENTS TO BE
DELIVERED

     

    
      	
              8.1

            	
              Documents to be
      Delivered by the Sellers.

            


    

     

    At or
prior to the Closing, the Sellers shall deliver, or cause to be delivered, to
the Purchaser the following:

     

    
      	
               
      

            	
              (a)

            	
              stock
      certificates representing the Shares referred to in Section 1.1 hereof,
      duly endorsed in blank or accompanied by stock transfer powers and with
      all requisite stock transfer tax stamps
  attached;

            


    

     

    
      	
               
      

            	
              (b)

            	
              written
      resignations of each of the directors of
  Stonewall;

            


    

     

    
      	
               
      

            	
              (c)

            	
              certificate
      of good standing with respect to Stonewall issued by the Secretary of
      State of the State of incorporation, and for each state, if any, in which
      Stonewall is qualified to do business as a foreign corporation;
      and

            


    

     

    
      	
               
      

            	
              (d)

            	
              such
      other documents as the Purchaser shall reasonably
  request.

            


    

     

    
      	
              8.2

            	
              Documents to be
      Delivered by the Purchaser.

            


    

     

    At or
prior to the Closing, the Purchaser shall deliver to the Sellers the
following:

     

    
      	
               
      

            	
              (a)

            	
              The
      Notes to be delivered pursuant to 2.1 are delivered to the Sellers (with
      respect to the Preferred
Sharehodlers);

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      cash purchase price pursuant to Section 2.1 paid to the Sellers (with
      respect to the Common Shareholders);
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              such
      other documents as the Sellers shall reasonably
  request.

            


    

     

    ARTICLE
IX   INDEMNIFICATION

     

    
      	
              9.1

            	
              Indemnification.  Each
      individual Seller hereby agrees to indemnify and hold the Purchaser
      harmless from and against any losses, liabilities, obligations, damages,
      costs and reasonable legal expenses based upon, attributable to or
      resulting from the failure of any representation or warranty of that
      individual Seller set forth in Section 4 hereof to be true and correct in
      all respects as of the date made. The Seller’s individual indemnification
      obligation described in this section shall be the Seller’s sole liability
      with respect to this transaction and
Stonewall.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ARTICLE X   RELEASE

     

    10.1          As
a material inducement to the Sellers to enter into this Agreement and in
consideration of the terms contained herein, with full understanding of the
contents and legal effect of this Agreement and having the right and opportunity
to consult with counsel, Purchaser and its past, present and future agents,
representatives, predecessors, successors and assigns hereby release and forever
discharge the Sellers and their past, present and future agents,
representatives, predecessors, successors and assigns from any and all actions,
debts, liens, obligations, liabilities, sums of money, accounts, bonds, bills,
covenants, contracts, controversies, agreements, promises, damages, judgments,
claims and demands whatsoever, in law, admiralty or equity, of any kind or
nature whatsoever, that they ever had or now have, whether fixed or contingent,
liquidated or un-liquidated, known or unknown, suspected or unsuspected, and
whether arising in tort, contract, statute, or equity, before any federal,
state, local, or private court, agency, arbitrator, mediator, or other entity,
regardless of the relief or remedy, in connection with the business operations
of Stonewall, past, present and future, including but not limited to its
corporate records, employees, contracts, intellectual property,
and  business, financial, and tax matters. With respect to the
above-stated release, the parties each waive and relinquish all rights and
benefits afforded by Section 1542 of the Civil Code of the State of
California or any other substantially similar law in the applicable venue.
Section 1542 of the Civil Code of the State of California reads as
follows:

     

    A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

     

    Purchaser
acknowledges that he may discover facts in addition to or different from those
that they now know or believe to be true with respect to the subject matter of
the releases set forth in this Agreement, but that it is their intention to
fully, finally, and forever settle and release any and all claims, actions,
causes of action, grievances, suits, charges, or complaints of any kind or
nature whatsoever that arise out of or relate to Stonewall, whether fixed or
contingent, liquidated or un-liquidated, known or unknown, suspected or
unsuspected, accrued or un-accrued, apparent or unapparent, which now exist, or
heretofore existed, and without regard to the subsequent discovery or existence
of such additional or different facts. The parties, and each of them, expressly
waive any and all protections afforded by Civil Code section 1542 or
substantially similar law with respect to the above-stated release.

     

    The
releases set forth hereinabove is effective upon the Closing, as set forth
above.

    


    ARTICLE XI  MISCELLANEOUS

    
       

      
        	
                11.1 

              	
                Survival of
      Representations and
Warranties.

              


      

       

    

    The
parties hereto hereby agree that the representations and warranties contained in
this Agreement or in any certificate, document or instrument delivered in
connection herewith, shall survive the execution and delivery of this Agreement,
and the Closing hereunder, regardless of any investigation made by the parties
hereto, and continue in full force and effect for a period of one year.

     

    
      	
              11.2 

            	
              Expenses.

            


    

     

    Except as
otherwise provided in this Agreement, the Sellers and the Purchaser shall each
bear its own expenses incurred in connection with the negotiation and execution
of this Agreement and each other agreement, document and instrument contemplated
by this Agreement and the consummation of the transactions contemplated hereby
and thereby.

     

    All
sales, use, transfer, intangible, recordation, documentary stamp or similar
Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
the transactions contemplated by this Agreement shall be borne by the
Sellers.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              11.3

            	
              Further
      Assurances.

            


    

     

    The
Sellers and the Purchaser each agrees to execute and deliver such other
documents or agreements and to take such other action as may be reasonably
necessary or desirable for the implementation of this Agreement and the
consummation of the transactions contemplated hereby.

     

    
      	
              11.4

            	
              Governing
      Law; Submission to
Jurisdiction.

            


    

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
United States of America and the State of California, both substantive and
remedial, without regard to Californiaconflicts of law principles. Any judicial
proceeding brought against either of the parties to this Agreement or any
dispute arising out of this Agreement or any matter related hereto shall be
brought in the courts of the State of California, Santa Clara County, or in the
United States District Court for the Northern District of California and, by its
execution and delivery of this Agreement, each party to this Agreement accepts
the jurisdiction of such courts. The foregoing consent to jurisdiction shall not
be deemed to confer rights on any person other than the parties to this
Agreement

     

    
      	
              11.5

            	
              Entire
      Agreement; Amendments and
Waivers.

            


    

     

    This
Agreement represents the entire understanding and agreement between the parties
hereto with respect to the subject matter hereof and can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the party
against whom enforcement of any such amendment, supplement, modification or
waiver is sought.  No action taken pursuant to this Agreement,
including without limitation, any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action of
compliance with any representation, warranty, covenant or agreement contained
herein.  The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent
breach.  No failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further exercise thereof or the exercise of
any other right, power or remedy.  All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by
law.

     

    
      	
              11.6

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.  In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile
signature page were an original thereof.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              11.7

            	
              Notices.

            


    

     

    All
notices and other communications under this Agreement shall be in writing and
shall be deemed given when delivered personally, mailed by certified mail,
return receipt requested, or via recognized overnight courier service with all
charges prepaid or billed to the account of the sender to the parties (and shall
also be transmitted by facsimile to the parties receiving copies thereof) at the
following addresses (or to such other address as a party may have specified by
notice given to the other party pursuant to this provision):

    


    
      	
               
      

            	
              (a)

            	
              Purchaser:

            


    

     

    NuMobile,
Inc.

    2520
South Third Street #206

    Louisville,
KY 40208

    Phone:
502-636-2807

    Facsimile:
502-636-2806

    


    Copy
to:

    


    Andrea
Cataneo, Esq.

    Sichenzia
Ross Friedman Ference LLP

    61
Broadway

    New York,
New York 10006

    Phone:  (212)
930-9700

    Facsimile:
(212) 930-9725

    


    
      	
               
      

            	
              (b)

            	
              Sellers:

            


    

     

    Stonewall
Networks, Inc.

    P.O. Box
4726

    Cary,
NC  27519

    Phone:

    Facsimile:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    
      	
              11.8

            	
              Binding Effect;
      Assignment;
      Severability

            


    

     

    This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.  Nothing in this
Agreement shall create or be deemed to create any third party beneficiary rights
in any person or entity not a party to this Agreement except as provided
below.  No assignment of this Agreement or of any rights or
obligations hereunder may be made by either the Sellers or the Purchaser (by
operation of law or otherwise) without the prior written consent of the other
parties hereto and any attempted assignment without the required consents shall
be void.

     

    If any
provision of this Agreement is invalid or unenforceable, the balance of this
Agreement shall remain in effect.

     

    


     

    [intentionally
blank]

     

     

     

     

     

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    IN WITNESS WHEREOF, the parties hereto
have executed or caused to be duly executed this Stock Purchase Agreement as of
the date first set forth above.

    


     

    
      
        	 	

                NUMOBILE,
      INC.

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      


      
        	 	

                STONEWALL
      NETWORKS, INC.

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

    

     

    
      
        	 	      
                SELLERS:

              	 	 
	
                 

              	
              	
              	 
	 	 	
              	 
	 	 	
              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    
      	 	 	 
	
              Seller

            	
               Series
      A Preferred Shares

            	
              Percentage

            
	
              AsiaTech
      Taiwan Venture Fund, LP

            	
              2,834,432

            	 	
              47.84%

            	 
	
              Chen,
      Timothy

            	
              208,066

            	 	
              3.51%

            	 
	
              George,
      Thomas

            	
              70,426

            	 	
              1.19%

            	 
	
              Mission
      Court Properties

            	
              205,348

            	 	
              3.47%

            	 
	
              Ryder,
      Brian

            	
              50,000

            	 	
              0.84%

            	 
	
              Sherpa
      MMB II, LLC

            	
              200,000

            	 	
              3.38%

            	 
	
              Rainbow
      Lighting Ltd.

            	
              1,434,144

            	 	
              24.21%

            	 
	
              Supreme
      Image Ltd

            	
              301,052

            	 	
              5.08%

            	 
	
              Tinor,
      Thomas

            	
              100,611

            	 	
              1.70%

            	 
	
              VIA
      Technologies, Inc.

            	
              520,164

            	 	
              8.78%

            	 
	
              TOTALS

            	
              5,924,243

            	 	
              100.00%

            	 


    

    


    


     


    
      
        
           

        

         


      

      
        15

        
          

        

      

      
         


      

    


     

    SCHEDULE
2

     

     

    
      	 	 	 	 	 
	
              Seller

            	
               Common
      Shares

            	
              Percentage

            
	
              John
      Murphy

            	
              1,860,000

            	 	
              50%

            	 
	
              James
      Hinderliter

            	
              1,860,000

            	 	
              50%

            	 
	
              TOTALS

            	
              3,720,000

            	 	
              100.00%

            	 


    

     

     

     

    
 

    
      
        
        

      

      
        16