Exhibit
10.1

    JOINT
FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

     

    The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D
is filed on behalf of each of the undersigned in the capacities set forth
below.  The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except
to the extent it knows or has reason to believe that such information is
inaccurate.  This Joint Filing Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.

     

    Date:           November
23, 2009

     

    
      
        	 
      	
                technology
      resources holdings, inc.

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:  
      /s/ Ross
      Gatlin                                         

              
	 
      	
                 Ross
      Gatlin, President

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                technology
      resources merger sub, inc.

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:  
      /s/ Ross
      Gatlin                                         

              
	 
      	
                 Ross
      Gatlin, President

              
	 
      	 
      
	 
      	 
      
	 
      	
                Prophet
      Equity LP

              
	 
      	
                By: 
      Prophet Equity GP LP,

              
	 
      	
                its
      general partner

              
	 
      	
                By: 
      Prophet Equity Holdings LLC,

              
	 
      	
                its
      general partner

              
	 
      	 
      
	 
      	 
      
	 
      	
                By: 
      /s/ Ross
      Gatlin                                  

              
	 
      	
                Ross
      Gatlin, Managing Partner

              
	 
      	 
      
	 
      	
                Prophet
      Equity GP LP

              
	 
      	
                By: 
      Prophet Equity Holdings LLC,

              
	 
      	
                its
      general partner

              
	 
      	 
      
	 
      	 
      
	 
      	
                By: 
      /s/ Ross
      Gatlin                                          

              
	 
      	
                Ross
      Gatlin, Managing Partner

              
	 
      	 
      
	 
      	
                Prophet
      Equity Holdings LLC

              
	 
      	 
      
	 
      	 
      
	 
      	
                By: 
      /s/ Ross
      Gatlin                                          

              
	 
      	
                Ross
      Gatlin, Managing Partner

              


      

      


       

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                Prophet
      Equity Partners LP

              
	 
      	
                By: 
      Prophet Equity Partners Holdings LLC,

              
	 
      	
                its
      general partner

              
	 
      	 
      
	 
      	 
      
	 
      	
                By: 
      /s/ Ross
      Gatlin                                  

              
	 
      	
                Ross
      Gatlin, Managing Partner

              
	 
      	 
      
	 
      	
                Prophet
      Equity Partners Holdings LLC

              
	 
      	 
      
	 
      	 
      
	 
      	
                By: 
      /s/ Ross
      Gatlin                                  

              
	 
      	
                Ross
      Gatlin, Managing Partner

              
	 
      	 
      
	 
      	 
      
	 
      	
                Prophet
      Equity Management LLC

              
	 
      	 
      
	 
      	 
      
	 
      	
                By: 
      /s/ Ross
      Gatlin                                  

              
	 
      	
                Ross
      Gatlin, Managing Partner

              
	 
      	 
      
	 
      	 
      
	 
      	
                /s/
      Ross
      Gatlin                                  

              
	 
      	
                Ross
      Gatlin, Individually