Exhibit 10.1 - Asset Purchase Agreement


    
      

      

    

    


    


    


    


    


    


    


    


    


    


    
      	
               

               

               

              ASSET
                PURCHASE
                AGREEMENT

               

               

               

            


    

     

    


    


    


    ACQUISITION
      OF

     

    ALL
      OF THE ASSETS

     

    OF

     

    CREATIVE
      BUSINESS CONCEPTS, INC.

    


    


    


    


    


    


    


    


    


    


    


    01
      March, 2007

    


     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSET
      PURCHASE AGREEMENT 
      

    

     

    I

    


    PARTIES

    


    THIS
      ASSET PURCHASE AGREEMENT (the
      “Agreement”) is
      entered into effective as of the 1st
      day of
      March, 2007, by and between CREATIVECORP, INC., a Delaware corporation
      (“Buyer”); CREATIVE BUSINESS CONCEPTS, INC., a California corporation
      (“Seller”), with its principal place of business located at One Technology
      Drive, Building H, Irvine, California; and,
      OXFORD
      MEDIA, INC., a Nevada corporation (“Oxford”). Buyer, Oxford, and Seller are
      sometimes referred to collectively herein as the “Parties”, and each
      individually as a “Party”.

    


    II

    


    RECITALS

    


    A.    Seller
      is
      engaged in the business of owning and operating a business, which serves as
      a
      wireless systems provider specializing in network security, internet technology
      integration, “VoIP” telephony, and telecom services. As part of these services,
      Seller designs and installs specialty communication systems for data, voice,
      video, and telecom (the
      “Business”).

    


    B.    Seller
      conducts the Business at its principal place of business, which is One
      Technology Drive, Building H, in the City of Irvine, State of California, 92618
      (the “Premises”).

    


    C.    Oxford
      is
      the corporate parent of Seller, owning one hundred percent (100%) of the issued
      and outstanding shares of stock Seller. Oxford is a party to this Agreement
      only
      as specifically provided for herein. 

    D.    Seller
      desires to sell all of its assets it owns in connection with the operation
      of
      the Business, and Buyer desires to purchase said assets from Seller pursuant
      to
      the terms, covenants, and conditions contained herein.

    


    E.    Oxford
      is
      willing to provide Buyer with certain guarantees and indemnifications with
      respect to the sale herein and Seller’s performance of certain of its
      obligations under the terms of this Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of the promises and the mutual covenants contained herein, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Parties, intending to be legally bound, hereby agree
      as
      follows:

    


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    III

    


    SALE
      AND TRANSFER OF ASSETS

    


    3.1    Purchase
      and Sale.
      On the
      closing date specified in Section 11.1, herein, Seller shall sell, transfer,
      convey, and deliver to Buyer, and Buyer shall purchase from Seller, all of
      the
      Purchased Assets, pursuant to this Agreement and a Bill of Sale in the form
      attached hereto as Exhibit
      3.1
      (the
“Bill of Sale”).

    


    3.2    Scope
      of the Assets.
      The
      Purchased Assets shall include any and all tangible and intangible assets owned
      by Seller in connection with the Business as of the Closing Date, including,
      but
      not limited to, those assets reflected on the Closing Balance Sheet attached
      hereto as Exhibit 3.2 and incorporated herein by reference (the “Closing Balance
      Sheet”), those reflected on any Schedule and/or Exhibit appended to this
      Agreement and the following items related to the Business: (1) all real
      property, leaseholds, subleaseholds, improvements, and fixtures; (2) all
      tangible personal property, such as equipment, machinery, furniture, supplies
      and inventories; (3) all Intellectual Property Rights (as defined in
      Section 6.15, below and other proprietary information of Seller), including,
      but
      without limitation, all trade names, including but not limited to the trade
      name
“Creative Business Concepts”, and any trademarks, service marks, licenses,
      copyrights, patents, all patent applications, and processes, together with
      all
      designs, models, inventions, artwork, plates, copy, product literature and
      promotional materials; and all confidentiality, restrictive covenant and
      invention disclosure agreements to which the Seller is a party by name; (4)
      all
      agreements and contract rights to provide products and/or services, including,
      but not limited to, licenses and sublicenses; (5) all financial interests,
      such
      as accounts receivable, prepaid deposits, insurance policies, claims,
      prepayments, refunds, notes, and other forms of indebtedness; (6) all computer
      related assets, both hardware and software, and all related licenses; (7) all
      Internet related assets, such as domain names, including but not limited to
      cbconcepts.com, Web Sites, and all related accounts and rights; (8) all permits,
      licenses, approvals, franchises, orders, registrations, certificates, variances,
      and all similar rights obtained from regulatory agencies or entities; (9) all
      customer lists and all lists with potential customers; (10) the goodwill of
      Seller; (11) all telephone and fax lines and numbers, including 949-727-3104
      and
      the individual direct dial telephone numbers of Creative Business Concepts’
employees, and all E-Mail addresses; and, (12) all records, files and papers
      associated with the assets being purchased and the liabilities assumed; andother
      tangible and intangible assets and all other assets which are (arising out
      of or
      related to the conduct of the ) owned, held or used by Seller in connection
      with
      the Business reflected in the Business Financial Statements prepared by
      management, and assets relating to or arising out of the conduct of the Business
      after the date of the Business Financial Statements through the Effective
      Closing Date, other than assets specifically excluded herein (cumulatively
      referred to as the “Purchased Assets” or the “Assets”) unless specifically
      excluded to the contrary herein, which Seller may retain for its own use and
      benefit, as further described in Section 4.1, below.

    


    3.3    Purchase
      Price.

    


    3.3.1    
      Amount.
      At the
      Closing, Buyer shall acquire the Assets for an aggregate Purchase Price of
      Eight
      Hundred Ninety Thousand Dollars ($890,000.00), subject to the adjustments and
      Escrow Agreement described below.

    


    3.3.2    
      Payment.
      The
      Purchase Price, as determined above, shall be payable at the Closing as
      follows:

     

     

     

    
      
        
        

      

      
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    (a)   Buyer
      shall pay, at the Closing, an amount to be determined as the difference between
      $890,000 and the amount by which the total of the Assumed Liabilities (under
      Section 4.2, below) exceeds the total of the Accounts Receivable (under Section
      4.3, below), less twenty percent (20%) of that amount (the “Hold Back”); in no
      event however, will the Hold Back be less than One Hundred Forty Thousand
      Dollars ($140,000.00). This payment shall be paid by wire transfer in accordance
      with the wire transfer instructions on Schedule
      3.3.2,
      attached hereto and incorporated herein by reference. 

     

    (b)   The
      Hold
      Back shall be paid by wire transfer at Closing in accordance with the wire
      transfer instructions on Schedule 3.3.2. The Hold Back shall be administered
      in
      accordance with the terms and conditions of the Escrow Agreement attached hereto
      as Exhibit 3.3.2.(b) and incorporated herein by reference. The Hold Back is
      not
      intended to, nor shall it be so construed, to limit the amount of liability
      under the Seller’s indemnification obligations under this Agreement.


    


    3.4    No
      Further Purchase Price Adjustments.
      Other
      than the Hold Back, there shall be no further adjustments to the Purchase Price.
      Any application of the indemnification provisions under Article X of this
      Agreement shall not be considered an adjustment to the Purchase
      Price.

    


    3.5    Allocation.
      The
      Purchase Price for the Assets shall be allocated in the manner reflected on
      Schedule
      3.5,
      attached hereto and incorporated herein by reference. 

     

    3.6    Tax
      Reporting.
      Buyer
      and Seller hereby agree to report this transaction for Federal Tax purposes
      in
      accordance with the allocation of the Purchase Price contained on Schedule
      3.5,
      including all modifications thereto.

    


    3.7    Further
      Assurances.
      Seller
      and Buyer, to the extent permissible by contract or law, shall from time to
      time, at either’s reasonable request and without additional consideration,
      execute and deliver such
      further instruments of transfer, conveyance, assignment, and assumption in
      addition to those delivered pursuant to Sections 11.2 and 11.3 hereof, take
      such
      other action as either may reasonably request to further evidence the transfer,
      assumption, conveyance and assignment to and vesting in Buyer of title to and
      the benefit of all of the Purchased Assets and the Assignee Agreements. If
      reasonably requested by Buyer, Seller further agrees to prosecute or otherwise
      enforce in its own name for the benefit of Buyer any claims, rights, or benefits
      that are transferred to Buyer under this Agreement and that require prosecution
      or enforcement in Seller’s name. Any prosecution or enforcement of claims,
      rights, or benefits under this section shall be solely at Buyer’s expense,
      unless the prosecution or enforcement is made necessary by a material breach
      of
      this Agreement by Seller.

    


    


    IV

    


    ASSETS
      AND LIABILITIES

    


    4.1    Excluded
      Assets.
      Except
      as expressly provided to the contrary on Schedule
      4.1
      (the
“Excluded Assets”), attached hereto and incorporated herein by reference, upon
      purchase of the Purchased Assets by Buyer, Seller shall retain no right, title
      or interest in and to any assets currently owned by it.

    


     

    
      
        
          
          

        

        
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    4.2    Assumed
      Liabilities.
      It is
      the general intent of the Parties that Buyer shall assume ONLY the trade
      accounts payable (excepting herefrom Intercompany trade accounts payable);
      accrued vacation salaries and wages of the Seller as reflected in the Business
      Financial Statements and after the date of the Business Financial Statements
      through the date of the Closing herein’ and, the leases expressly listed on
      Schedule 6.13, all as set forth in the attached Schedule
      4.2 (the
      “Assumed Liabilities”), which is incorporated herein by reference. Any accounts
      payable not listed on Schedule
      4.2,
      shall
      not be assumed by Buyer. Buyer may, but shall not be obligated to, assume any
      liability not set forth in Schedule
      4.2
      and in
      such event, payment of such liability shall be an offset against the Hold Back
      and covered by the Seller’s indemnification obligations under this Agreement.
      Any liability of Seller that is not expressly assumed by Buyer herein shall
      constitute a retained liability of Seller (“Seller Retained Liabilities”).
      Seller Retained Liabilities shall include, but without limitation, the
      following: incurred or accruing prior to the Closing: warranty liability for
      services provided; liability for taxes, including, but not limited to, property
      taxes; litigation claims, including, but not limited to, patent, trademark,
      trade name and/or copyright infringement; liability for federal and/or state
      security laws; liability for claims of employees of the Business, including,
      but
      not limited to, claims arising out of violations of federal or state law
      governing the employment relationship and environmental and health and safety
      laws and regulations or breach of contract, except as otherwise assumed
      hereunder; liability for any severance obligations of employees, including,
      but
      not limited to, any payable pursuant to any employee benefit plan and/or expense
      account, except as otherwise assumed hereunder. Buyer shall be liable for all
      Indemnified Claims (as defined under Section 10.1, below) attributable to any
      event occurring after the Closing relating to the operation by Buyer of the
      Business from and after the Closing,

    


    4.3    Accounts
      Receivable.
      It is
      the general intent of the Parties that Buyer shall acquire all of the Accounts
      Receivable of Seller (the “Accounts Receivable”), as reflected on Schedule 4.3,
      attached hereto and incorporated herein by reference, which represents the
      accounts receivable of Seller as of the Closing and which are assigned herein
      to
      Buyer by Seller. In
      the
      event that, after the Closing Date, cash or other payments are received by
      Seller and/or its affiliates in respect of Accounts Receivables or other moneys
      due Buyer hereunder, all such cash and payments shall be promptly remitted
      to
      Buyer.  

    


    4.4    Right
      to Additional Payment.
      In the
      event Buyer fails to timely make any payment with respect to any of the Assumed
      Liabilities (the “Unpaid Liabilities”), Seller may elect to pay such Unpaid
      Liabilities, in addition to any other costs or charges, if any, directly related
      to the assumed liabilities, if Seller determines in exercise of its reasonable
      discretion that such payment is necessary. However, (i) Seller shall be required
      to give Buyer ten (10) days prior written notice, which notice shall set forth
      the amount and identity of the Unpaid Liabilities and Associated Costs; and,
      (ii) Buyer shall not have paid such Unpaid Liabilities and Associated Costs
      within such ten (10) day period or taken reasonable steps to contest such Unpaid
      Liabilities where Buyer has reasonable basis to contest such Unpaid Liabilities.
      Buyer hereby acknowledges and agrees that if Seller pays any Unpaid Liabilities
      or Associated Costs, Seller shall have the right to immediately collect from
      Buyer, and Buyer shall immediately pay to Seller, the amount of such Unpaid
      Liabilities and Associated Costs.

    


     

    
      
        
          
          

        

        
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    V

    


    REPRESENTATIONS
      AND WARRANTIES BY BUYER

    


    Buyer
      represents and warrants to Seller that:

    


    5.1    Status.
      Buyer
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware, with full corporate power to enter into, and to
      perform its obligations under, this Agreement.

    


    5.2    Execution
      of Agreement.
      Buyer
      has the requisite power and authority to enter into and carry out the terms
      and
      conditions of this Agreement and each of the Settlement Documents to which
      it is
      a party, as well as all transactions contemplated hereunder. All proceedings
      have been taken and all authorizations have been secured which are necessary
      to
      authorize the execution, delivery, and performance by Buyer of this Agreement,
      and each of the Settlement Documents to which it is a party. This Agreement
      has
      been duly and validly executed and delivered by Buyer and constitutes the valid
      and binding obligations of Buyer, enforceable in accordance with the respective
      terms. 

    


    5.3    Authority
      Relative to the Agreement.
      The
      execution, delivery and performance of this Agreement by Buyer has been duly
      authorized by all necessary corporate action and do not, and will not, violate
      or conflict with the provisions of the Buyer’s Certificate of Incorporation or
      Bylaws or the provisions of any indenture, agreement, or other instrument to
      which Buyer is a party or by which any of its property is bound. The Agreement
      constitutes a legal, valid and binding obligation of Buyer.

    


    5.4   Effect
      of Agreement.
      As of
      the Closing, the consummation by Buyer of the transactions herein contemplated,
      including the execution, delivery and consummation of this Agreement and the
      Settlement Documents to which it is a party, will comply with all applicable
      law
      and will not:

    


    (a)   Violate
      any judgment, statute, law,
      code, act, order, writ, rule, ordinance, regulation, governmental consent or
      governmental requirement, or determination or decree of any arbitrator, court,
      or other governmental agency or administrative body, which now or at any time
      hereafter may be applicable to and enforceable against the relevant party,
      work,
      or activity in question or any part thereof (collectively, “Requirement of Law”)
      applicable to or binding upon Buyer; or

    


    (b)   Violate
      any material agreement, contract, mortgage, indenture, bond, bill, note, or
      other material instrument or writing binding upon Buyer or to which Buyer is
      subject.

     

    5.5    Investigation.
      On or
      prior to the Closing, Buyer will have had the opportunity to inspect the
      condition of the Purchased Assets and Assumed Liabilities. Prior to the Closing,
      Buyer will have also had the opportunity to investigate the books, records,
      and
      the Business Financial Statements. As of the Closing, Buyer will be purchasing
      the Assets based upon its own independent investigation and evaluation of the
      Seller and its Business and its prospects, as well as the covenants,
      representations, and warranties of Seller set forth herein. Buyer is expressly
      not relying on any oral representations made by Seller with regard to the Assets
      or the Business.

    


    


    
      
        
          
          

        

        
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    VI

    


    REPRESENTATIONS
      AND WARRANTIES BY AND RELATED TO SELLER

    


    Seller,
      and Oxford as expressly provided for below, hereby represent and warrant to
      Buyer that:

    


    6.1    Organization.
      Each of
      Oxford and Seller
      is
      a corporation duly organized, validly existing and in good standing under the
      laws of its state of incorporation, has all requisite corporate power and
      authority to own, operate and lease its properties and carry on its business
      as
      now conducted, and is duly qualified to do business and is in good standing
      as a
      foreign corporation in each jurisdiction in which the failure to so qualify
      could have a material adverse effect on its business or financial condition.
      Each of Oxford and Seller has full corporate power and authority to perform
      its
      obligations under the Agreement. Seller is a wholly owned subsidiary of Oxford.
      Seller has no issued and outstanding securities other than the shares of Seller
      common stock held by Oxford. Seller has delivered to Buyer complete and accurate
      copies of its Certificate of Incorporation and Bylaws, each as amended, in
      the
      form of Exhibit
      6.1
      attached
      hereto and incorporated herein by reference. 

    


    6.2    Execution
      of Agreement.
      All
      corporate proceedings for Seller and Oxford have been taken and all corporate
      authorizations for Seller and Oxford have been secured which are necessary
      to
      authorize the execution, delivery and performance by Seller of this Agreement,
      and each of the Settlement Documents to which it is a party. This Agreement
      has
      been duly and validly executed and delivered by Seller and Oxford and
      constitutes the valid and binding obligations of Seller and Oxford, enforceable
      in accordance with the respective terms.

    


    6.3    Effect
      of Agreement.
      As of
      the Closing, the consummation by Seller of the transactions herein contemplated
      and the satisfaction of Oxford’s limited obligations hereunder, including the
      execution, delivery, and consummation of this Agreement and the Settlement
      Documents to which Seller or Oxford, as appropriate, is a party, will comply
      with all applicable law and will not:

    


    (a)    Violate
      any “Requirement
      of Law” applicable to or binding upon Seller or any of its assets;

    


    (b)    Violate
      (i) the terms of the Certificate of Incorporation or Bylaws of Seller; or,
      (ii)
      any material agreement, contract, mortgage, indenture, bond, bill, note, or
      other material instrument or writing binding upon Seller or to which Seller
      is
      subject; 

    


    (c)    Accelerate
      or constitute an event entitling the holder of any indebtedness of Seller to
      accelerate the maturity of such indebtedness or to increase the rate of interest
      presently in effect with respect to such indebtedness; or

    


    (d)    Result
      in
      the breach of, constitute a default under, constitute an event which with notice
      or lapse of time, or both, would become a default under, or result in the
      creation of any lien, security interest, charge or encumbrance upon any part
      of
      the assets of Seller or any other assets of Seller under any agreement,
      commitment, contract (written or oral) or other instrument to which Seller
      is a
      party, or by which any of its assets (or any part thereof) is bound or
      affected.

    


    


    
      
        
          
          

        

        
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    6.4    Title
      to the Assets.
      Seller
      has, and will on the Closing Date, good and marketable title to all of the
      Assets, free and clear of all liens, mortgages, conditional sale and other
      title
      retention agreements, pledges, assessments, tax liens, and other encumbrances
      of
      any nature, except as expressly disclosed on Schedule
      6.4,
      attached hereto and incorporated herein by reference, and all such Assets are
      located at the premises from which the Business is presently conducted.


    


    6.5    Assets.
      The
      Assets are in good operating condition and repair, subject to reasonable wear
      and tear, constitute all of the assets hereintofore defined, owned by Seller,
      and are sufficient for the proper operation of the ordinary course of business
      of Seller. Other than as expressly disclosed, in writing and defined on Schedule
      6.5, attached hereto, to the contrary herein, there has not been a sale or
      transfer of any of the Purchased Assets, or the mortgage, pledge or other
      encumbrance of any of the Purchased Assets. Further, Seller has not waived
      or
      released any material right or claim with respect to or arising out of the
      Business or for the Purchased Assets or an agreement to waive or release any
      such material right or claim. Schedule 6.5,
      attached hereto and incorporated herein by reference, sets forth all liens,
      claims, encumbrances, charges, restrictions, covenants, conditions and warranty
      rights relating to the Assets. 

     

    To
      the
      extent permitted by law, the warranty rights of Seller referred to herein are
      assignable and transferable to Buyer by Seller, and Seller has the right to
      assign and transfer the same. Seller has no Knowledge of warranty claims against
      any vendor or third party relating to the Purchased Assets as of the date hereof
      except as disclosed in Schedule
      6.5.
      Any
      warranty claims of Seller against any vendor or third party disclosed in
Schedule
      6.5
      or
      arising between the date hereof and the Closing shall be assigned to Buyer
      at
      the Closing and shall inure to Buyer’s benefit. 

     

    To
      the
      extent that any additional assets relating to the Business (either owned by
      Seller or over which Seller has the right of transfer, assignment or conveyance)
      are discovered by Seller or Buyer after the Closing which reasonably should
      have
      been included among the Purchased Assets (given the intent of Seller to convey
      and transfer the Business to Buyer other than the Excluded Assets), then and
      in
      that event such after-discovered asset, assets or Assumed Liabilities shall
      be
      assigned, conveyed, transferred and assigned to Buyer, without the payment
      of
      any additional consideration to Seller, and such asset or assets shall be
      considered a Purchased Asset, Purchased Assets for all purposes of this
      Agreement. 

    


    6.6    Financial
      Statements.
      Seller
      has delivered to Purchaser an unaudited Balance Sheet and Profit and Loss
      Statement and other financial statements, including all Notes related thereto,
      as of December 31, 2006 of the Business (collectively the “Business Financial
      Statements”). The Business Financial Statements (i) fairly present the financial
      condition of the Business as of December 31, 2006; (ii) fairly present the
      results of operations and changes in cash flows of the Business for the period
      ended December 31, 2006; and, (iii) were prepared in accordance with accounting
      principles and conventions consistent with those used by Seller for the
      immediately preceding three years. The provisions for Property Taxes in the
      Business Financial Statements were sufficient to provide for all such Property
      Taxes that, as of the dates of the balance sheets included therein, were due
      and
      unpaid and for an appropriate accrual for other unpaid Property Taxes as of
      such
      times. Seller has paid Property Taxes, if any, when due and payable.
The
      Business Financial Statements of Seller are true, complete, and accurate in
      all
      material respects, and present fairly the financial position of Seller as of
      the
      date thereof. Except to the extent reflected and reserved against in the
      Business Financial Statements, Seller did not have, as of the date of the
      Business Financial Statements, any debts, liabilities or obligations of any
      nature, whether accrued, absolute, contingent or otherwise, and whether due
      or
      to become due, except for those obligations that are not required by generally
      accepted accounting principles to be included in the Business Financial
      Statements, which are reflected in Schedule
      6.6,
      attached hereto and incorporated herein by reference. 

    


    


    
      
        
          
          

        

        
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    6.7    Changes
      in Financial Condition.
      Since
      the date of the Business Financial Statements, there has not been:

    


     
      (a)    Any
      material change in the condition (financial or otherwise) or Business of Seller,
      except changes in the ordinary course of business, none of which has been
      materially adverse;

    


     
      (b)    Any
      damage, destruction or loss (whether or not covered by insurance) materially
      and/or adversely affecting the properties, assets, business or prospects of
      Seller;

    


     
      (c)    Any
      change in the accounting methods or practices followed by Seller or any change
      in the depreciation or amortization policies or rates adopted by Seller (whether
      or not presently outstanding); or

    


     
      (d)    Any
      sale,
      lease, abandonment or other disposition by Seller, other than in the ordinary
      course of business, of any Asset, including, but not limited to, machinery,
      equipment or other operating properties directly or indirectly related to the
      Business, other than sales of products and/or services in the ordinary course
      of
      business; or 

    


     
      (e)    Any
      increase in the compensation payable or to become payable by Seller to the
      officers and key employees of the Business or any adoption of any increase
      in
      any bonus, insurance, pension or other employee benefit plan, payment or
      arrangement made to or with such officers or key employees; or

     
      (f)     Any
      entry
      into any commitment or transaction relating to the Business, including, without
      limitation, any individual borrowing in excess of One Thousand Dollars
      ($1,000.00), other than in the ordinary course of business. 

    


    6.8    Litigation.
      There
      is no claim, legal action, suit, arbitration, investigation or hearing, notice
      of claims or other legal, administrative or governmental proceedings pending
      or
      to the best Knowledge of Seller, threatened against Seller, the Business, or
      any
      of the Assets (or in which Seller or the Business is plaintiff or otherwise
      a
      party thereto), and, to the best Knowledge of Seller, there are no facts
      existing which might result in any such claim, action, suit, arbitration,
      investigation, hearing, notice of claim or other legal, administrative or
      governmental proceeding. Neither Seller nor the Business has waived any statute
      of limitations or other affirmative defense with respect to any of its
      liabilities. There is no continuing order, injunction, or decree of any court,
      arbitrator, or governmental or administrative authority to which Seller or
      the
      Business is a party or to which it or any of the Assets is subject. Neither
      Seller, nor the Business, have been permanently or temporarily enjoined or
      barred by order, judgment or decree of any court or other tribunal or any agency
      or regulatory body from engaging in or continuing any conduct or practice.
      There
      is no claim, action, suit, proceeding or investigation pending or, to the
      Knowledge of Seller, threatened, against or involving Seller which questions
      the
      validity of this Agreement or seeks to prohibit or enjoin or otherwise challenge
      the transactions contemplated, and, to the Knowledge of Seller, there is no
      basis for any such claim, action, suit, proceeding or governmental
      investigation.

    


    


    
      
        
          
          

        

        
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    6.9    Permits
      and Licenses.
      Seller
      has all licenses and permits (federal, state and local) required by governmental
      authorities to own, operate, and carry on the Business as now being conducted,
      and such licenses and permits are in full force and effect. No violations are
      or
      have been recorded in respect to the licenses or permits, included but not
      limited to fire and health and safety law violations, and no proceeding is
      pending or threatened looking toward the revocation or limitation of any of
      them. All permits, licenses, orders or approvals of governmental or
      administrative authorities required to permit Seller to carry on after the
      Closing the business of the Business as currently conducted at the Premises
      have
      been obtained and are in full force and effect. 

     

    6.10
         Customers
      and Suppliers.
      The
      books and records of Seller contain an accurate list of each of the customers
      and suppliers of the Business who have dealt with the Business during the three
      (3) year period ending on the date hereof (the “Customers and Suppliers”). To
      Seller’s best Knowledge, Schedule
      6.10,
      attached hereto and incorporated herein by reference sets forth a list of (a)
      the four largest customers of Seller in terms of gross sales during the fiscal
      year ended December 31, 2006, and (b) the ten largest suppliers of Seller
      for the same period. To Seller’s best Knowledge: 

    


     
      (a)    None
      of
      the Customers or Suppliers, or any other person or entity having material
      business dealings with the Business, will or may cease to continue such
      relationship with Buyer;

    


     
      (b)    None
      of
      the Customers or Suppliers, or any other person or entity having material
      business dealings with the Business, will or may substantially reduce the extent
      of such relations with the Business at any time from or after the
      Closing;

     
      

     
      (c)    There
      are
      no other existing or contemplated material modification or change in the
      business relationship of any Customers or Suppliers with Seller; 

    


     
      (d)    There
      are
      no existing conditions or state of facts or circumstances which have materially
      affected adversely, or will materially adversely affect, the relationship of
      the
      Business with Customers or Suppliers it is acquired by Buyer, or which has
      prevented or will prevent such business from being carried on by the Business,
      after the Closing, in essentially the same manner as it is currently carried
      on.

    


    6.11 
        Regulatory
      Compliance.
      To the
      best Knowledge of Oxford and Seller, Seller has not violated any Requirement
      of
      Law, the violation of which would be reasonably likely to have a material
      adverse effect on the Business or the Purchased Assets. Further, to the best
      Knowledge of Parent and Seller, Seller has not violated any material provision
      of (i) ERISA with respect to any employee benefit plans subject to ERISA; or
      (ii) any applicable environmental laws, orders, regulations, rules, and
      ordinances relating to Seller, the Business, or the Purchased
      Assets.

    


    6.12     
      Tax
      Status and Disputes.
      Oxford
      and Seller have each paid all taxes (federal, state, and local) known to be
      due
      and payable and any assessments or penalties received by either. There are
      no
      audits pending, are no present disputes as to taxes of any nature payable by
      Oxford or Seller, and to the best Knowledge of Oxford and Seller, there are
      no
      outstanding tax liens or similar filings or recordings against Oxford or Seller
      for any tax related obligation.

    


    


    
      
        
          
          

        

        
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    6.13     
      Leases
      and Similar Agreements.
      Except
      as set forth in Schedule 6.13, attached hereto and incorporated herein by
      reference, none of the Assets are bound by or subject to any leases or other
      similar agreements or instruments, whether as lessor or lessee. With regard
      to
      all such disclosed leases and similar agreements, Seller has delivered to Buyer
      any and all consents or waivers of other parties necessary for the continuation
      of the leases and similar agreements upon the same terms and conditions in
      effect as of the Closing. 

     

    6.14     
       Accounts
      Receivable.
      

    


     
      (a)    Schedule 6.14 contains
      a complete and accurate report showing all Accounts Receivable outstanding
      as of
      the Closing, together with an accurate aging of such accounts. The Accounts
      Receivable have arisen in the ordinary course of business, and are being
      transferred at full value, except for the quantity discounts accrual and the
      allowance for doubtful accounts arising in the ordinary course of business
      shown
      on the Closing Balance Sheet. Seller knows of no reason why the accruals and
      allowances referred to in the previous sentence will be inadequate. None of
      the
      Accounts Receivable is subject to any lien or claim of offset, setoff or
      counterclaim. Except as disclosed on Schedule
      6.14,
      there
      are no Accounts Receivable which are contingent upon the performance by Seller
      of future services. 

     

     
      (b)    All
      Accounts Receivable of Seller arose from valid sales transactions in the
      ordinary course of business and represent valid obligations due Seller, and
      are
      collectible in the ordinary course of business in the aggregate recorded amounts
      thereof in accordance with their terms. 

     

    6.15       Intellectual
      Property Rights.

    


     
      (a)    For
      purposes of this Agreement, the term “Intellectual Property Rights” shall be
      defined to include all such assets necessary
      for the operation of the Business, as it is currently conducted, and owned
      by
      Seller, including but not limited to the following: 

    


     (1)    All
      patents, patent applications, and inventions and discoveries that may be
      patentable (collectively, the “Patents”);

     

     (2)    All
      copyrights in both published works and unpublished works (collectively, the
      “Copyrights”);

     

     (3)    All
      rights in mask works (collectively, the “Rights in Mask Works”);
      and

     

     (4)    All
      know-how, trade secrets, confidential information, customer lists, software,
      technical information, data, process technology, plans, drawings, and blue
      prints owned by Seller (collectively, the “Trade Secrets”);

     

     (5)    All
      trade
      names, including but not limited to: “Creative Business Concepts”, “cbconcepts”
or the like.

    


    


    
      
        
          
          

        

        
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      (b)    To
      Seller’s Knowledge, all of the Intellectual Property are presently valid and
      protectible, and are not in the public domain nor have they been used, divulged,
      or appropriated for the benefit of any past or present employees or other
      persons, or to the detriment of the Business. To Seller’s and Oxford’s Knowledge
      there are no pending or threatened actions which would have a material adverse
      affect on the Intellectual Property of Seller. 

    


     
      (c)    Seller
      is
      the owner of all right, title, and interest in and to each of the Intellectual
      Property Rights, free and clear of all liens, security interests, charges,
      encumbrances, equities, and other adverse claims, including, but not limited
      to,
      claims of infringement, and has the right to use without payment to a third
      party all of the Intellectual Property Rights and all such Intellectual Property
      Rights are in full force and effect and have not been abandoned or surrendered
      any rights, voluntarily or involuntarily, in connection with such Intellectual
      Property Rights.

     

    6.16
         Disclosure.
      No
      representation or warranty made by Seller in this Agreement or in any writing
      furnished or to be furnished pursuant to or in connection with this Agreement
      knowingly contains or will contain any untrue statement of a material fact,
      or
      omits or will omit to state any material fact required to make the statements
      herein or therein contained not misleading. Seller has disclosed to Buyer all
      material information known to it related to Seller and the Business, and their
      respective condition, operations and prospects. Seller further warrants and
      represents to Buyer that disclosure of any matter in one section of this
      Agreement, Schedule or any document delivered pursuant hereto shall be deemed
      to
      be a disclosure of such matter(s) in response to any other provision of this
      Agreement to which such matter may be applicable.

     

    6.17      
      Material
      Defaults.
      Neither
      Seller nor the Business is in material default, or alleged to be in default,
      under any material agreement, contract, lease, mortgage, commitment, instrument
      or obligation, and no other party to any agreement, contract, lease, mortgage,
      commitment, instrument or obligation to which Seller or the Business is a party
      is in default thereunder, which default would materially and adversely affect
      the properties, assets, business or prospects of the Business.

    


    6.18     
       Solvency.
      Immediately following the execution of this Agreement and the completion of
      all
      transactions contemplated by this Agreement, Seller will expect to be able
      to
      pay its debts as they mature, does not contemplate filing any proceeding for
      bankruptcy or similar debtor relief under the federal Bankruptcy Code or similar
      state law or make an assignment for the benefit of creditors or similar debtor
      relief statute or law, nor is Seller aware of any threatened bankruptcy or
      insolvency proceedings against Seller. Seller does not intend to incur debts
      beyond its ability to pay as such debts mature.

    


    VII

     

    BULK
      SALES ACTS

     

    Buyer
      hereby waives its right to require compliance with any Bulk Sales or similar
      laws and in consideration therefore.
      Oxford
      and Seller represent and warrant that the provisions of the California Bulk
      Sales Law are not applicable to the transactions envisioned hereunder.


    


    


    
      
        
          
          

        

        
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    VIII

    


    CONDITIONS
      PRECEDENT

    


    8.1    Conditions
      to Obligations of Buyer.
      Unless
      otherwise waived, in whole or in part, in writing by Buyer, the obligations
      of
      Buyer to effect the consummation of the transactions contemplated hereunder,
      and
      in the other agreements referred to herein, shall be subject to the satisfaction
      at the Closing of each of the following conditions in Section 8.2 through and
      including Section 8.9: 

    


    8.2    Representations
      and Warranties of Seller to be True.
      The
      representations and warranties of Seller contained in this Agreement or in
      any
      statement, certificate, schedule or other document delivered pursuant to this
      Agreement or in connection with the transactions contemplated hereby, shall
      be
      true and correct in all material respects on the Closing with the same force
      and
      effect as though made at such time. Seller shall have performed all obligations
      and complied with all covenants required by this Agreement, and the other
      agreements referred to herein, to be performed or complied with by it prior
      to
      the Closing.

    


    8.3    No
      Proceedings.
      No
      suit, action or other proceeding of material consequence shall be pending or
      threatened before any court or other governmental agency which seeks to restrain
      or prohibit the consummation of the transactions contemplated by this Agreement,
      or to obtain damages or other relief in connection therewith.

    


    8.4    No
      Adverse Change.
      Since
      the date of this Agreement there shall not have been any material adverse change
      in the properties, prospects, results of operation or condition of Seller or
      the
      Business.

    


    8.5    Consents.
      Seller
      shall have obtained and delivered to Buyer all written consents of the other
      party to all contracts which by their terms or otherwise require the consent
      of
      such party to the transfer thereof by Seller. 

    


    8.6    Regulatory
      Approvals.
      All
      licenses, authorizations, consents, orders and regulatory approvals of
      Governmental Bodies necessary for the consummation of Buyer’s acquisition of the
      Purchase Assets shall have been obtained and shall be in full force and effect
      and any applicable waiting periods shall have expired. 

    


    8.7    Agreements.
      Buyer’s
      performance under this Agreement is specifically subject to and conditional
      upon
      Buyer entering into a Sublease Agreement with Oxford for the premises at which
      the Seller is conducting its Business (the “Sublease”), and employment
      agreements with the Seller’s employees listed on Schedule “8.7” with restrictive
      covenants and other terms and conditions that are reasonably acceptable to
      Buyer
      and considered to be legally enforceable under applicable California law, on
      or
      before the Closing herein. 

    


    8.8    Purchased
      Assets.
      The
      Purchased Assets shall not have suffered any destruction or damage by fire,
      accident or other casualty or Act of God, whether or not covered by insurance,
      which affects in a material way the Purchased Assets or the business being
      sold
      hereunder.

    


    8.9    Contemporaneous
      Transactions.
      Seller
      shall have executed each of the Settlement Agreements which requires its
      signature.

    


    
      
        
          
          

        

        
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    8.10    Conditions
      to Obligations of Seller.
      Unless
      otherwise waived, in whole or in part, in writing by Seller, the obligations
      of
      Seller to effect the consummation of the transactions contemplated hereunder,
      and in the other agreements referred to herein, shall be subject to the
      satisfaction at the Closing of each of the following conditions in Section
      8.11
      through and including Section 8.14: 

    


    8.11    Representations
      and Warranties of Buyer to be True.
      The
      representations and warranties of Buyer contained in this Agreement or in any
      statement, certificate, schedule or other document delivered pursuant to this
      Agreement or in connection with the transactions contemplated hereby, shall
      be
      true and correct in all material respects on the Closing with the same force
      and
      effect as though made at such time. Buyer shall have performed all obligations
      and complied with all covenants required by this Agreement, and the other
      agreements referred to herein, to be performed or complied with by it prior
      to
      the Closing.

    


    8.12    No
      Proceedings.
      No
      suit, action, or other proceeding of material consequence shall be pending
      or
      threatened before any court or other governmental agency which seeks to restrain
      or prohibit the consummation of the transactions contemplated by this Agreement,
      or to obtain damages or other relief in connection therewith.

    


    8.13    Consents.
      Buyer
      shall have obtained and delivered to Seller all written consents of the other
      party to all contracts which by their terms or otherwise require the consent
      of
      such party to the acquisition thereof by Buyer.

    


    8.14    Contemporaneous
      Transactions.
      Buyer
      shall have executed each of the Settlement Agreements which requires its
      signature.

    


    IX

    


    CONDUCT
      OF SELLER’S BUSINESS

    


    9.1    Prior
      to Closing.
      Seller
      hereby covenants, agrees, represents and warrants to Buyer that, except as
      otherwise consented to in writing by Buyer, pending the Closing:

     

     
      (a)    Seller
      will carry on the Business in a good and diligent manner consistent with prior
      practice, and will use its best efforts to preserve its business organization
      intact, and to keep available the services of all of its present employees,
      agents, and representatives. 

    


     
      (b)    Seller
      will not sell or otherwise dispose of the Assets or any other properties or
      assets, purchase or otherwise acquire any properties or assets, incur any
      liabilities or enter into any transactions, except in the ordinary course of
      business.

    


     
      (c)    From
      and
      after the execution of this Agreement, Seller will permit Buyer and its duly
      authorized agents to have reasonable access to the offices, properties, Assets,
      books, and records of Seller for the purpose of investigating the business
      and
      examining the records of Seller, verifying the representations made in this
      Agreement and the performance of the conditions set forth in this
      Agreement.

    


    


    
      
        
          
          

        

        
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    9.2    Covenant
      not to Compete.

    


     
      (a)    For
      a
      period of five (5) years following the Closing Date, neither Seller nor Oxford
      nor any of their respective affiliates shall, throughout the United States,
      Canada and all other countries in which any currently, or within during the
      two-year period ending on the Closing Date, conducts Business, directly or
      indirectly, engage in any business that directly competes with the Business,
      as
      engaged in by Seller on the Closing Date. However, this Section shall not apply
      to any aspect of the business of Seller, Oxford, or any of their respective
      affiliates to the extent such business is conducted or engaged in by such party
      as incidental or in direct support of a business of such party which is not
      otherwise in direct competition with the Business. By way of example and not
      limitation, offering high speed internet access and related internet technology
      services to hotel properties shall not be a violation of this Section.


    


    (b)   Buyer
      and
      Seller acknowledge and agree that the time, scope, geographic area and other
      provisions of this Section have been specifically negotiated by sophisticated
      commercial parties and specifically hereby agree that such time, scope,
      geographic area and other provisions are reasonable under the circumstances.
      Buyer and Seller further agree that if, at any time, despite express agreement
      of the parties hereto, a court of competent jurisdiction holds that any portion
      of this Section is unenforceable because any of the restrictions herein is
      unreasonable or for any other reason, the maximum restrictions of time, scope
      or
      geographic area reasonable under the circumstances, as determined by such court,
      will be substituted for any such restrictions held unenforceable.

    


     
      (c)    At
      no
      time after the date hereof will Seller or any of its affiliates directly or
      indirectly disclose, or solicit any person employed by Buyer to disclose or
      communicate to any person or entity, in any form or manner, directly or
      indirectly any Confidential Information, except as may be specifically
      contemplated by the Agreement. “Confidential Information” as used in this
      Section 9.2 shall mean information including but not limited to marketing or
      sales, personnel, customers, suppliers, advertisers, pricing or financial
      information which has been maintained with respect to the Business as
      confidential by Seller. Seller hereby stipulates that Confidential Information
      is important and material, represents Trade Secrets and substantially affects
      the conduct of the Business and its goodwill and that any breach of this Section
      9.2 shall constitute a material breach of the Agreement.

    


     
      (d)    In
      the
      event of breach by Seller of any provision of this Section, Seller acknowledges
      that any such breach may cause irreparable damage to Buyer, the exact amount
      of
      which will be difficult or impossible to ascertain, and that remedies of law
      for
      any such breach may be inadequate. Accordingly, Buyer may be entitled, in
      addition to any other rights or remedies existing in its favor, to obtain,
      without the necessity for any bond or other security, specific performance
      for
      injunctive relief in order to enforce, or prevent the breach of, any such
      provision. 

    


    9.3    Change
      of Name.
      Upon
      the Closing, Seller shall duly execute and deliver for filing with the Secretary
      of State of the State of California Articles of Amendment changing its name,
      “Creative Business Concepts, Inc.”, to another name sufficiently dissimilar from
      the aforementioned name as determined within the reasonable judgment of the
      Buyer, at the sole cost and expense of Seller. 

    


    


    
      
        
          
          

        

        
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    X

    


    INDEMNIFICATION

    


    10.1    Indemnification
      by Seller and Oxford.
      Seller
      and Oxford jointly and severally hereby covenant and agree that notwithstanding
      any investigation made at any time by or on behalf of Buyer or any information
      Buyer may have and regardless of the Closing of the purchase of the Assets
      hereunder, Seller and Oxford shall jointly and severally indemnify Buyer and
      its
      directors, officers, shareholders, affiliates, attorneys, Greg Dunne, and each
      of their successors and assigns (each individually referred to herein as a
      “Buyer Indemnified Party”) and hold each harmless from, against and in respect
      of any and all costs (including interest which may be imposed in connection
      therewith, court costs and reasonable fees and disbursements of legal counsel)
      losses, claims, liabilities, fines, penalties, damages, demands, judgments,
      debts, obligations, causes of action and expenses (cumulatively referred to
      as
      the “Indemnified Claims”) arising by reason of or in connection with any of the
      following:

    


     
      (a)    Any
      and
      all Indemnified Claims against a Buyer Indemnified Party of any nature, whether
      accrued, absolute, contingent or otherwise, other than the Assumed Liabilities
      referenced on Schedule
      4.2,
      arising
      out of the business of Seller (whether known or unknown to Seller or any Buyer
      Indemnified Party), to the extent arising out of the operation of the Business
      or incurred by Seller on or prior to the Closing, including but not limited
      to
      liabilities in excess of the Assumed Liabilities; 

    


     
      (b)    Any
      material breach of, or any material inaccuracy in, any of the representations,
      warranties, covenants or agreements made by Seller in this Agreement, any other
      agreement referred to herein, any Exhibit or Schedule hereto, any of the
      Settlement Documents, or any certificate, instrument or writing delivered in
      connection therewith, except that Oxford shall only afford indemnification
      hereunder for those representations and warranties which it specifically made
      in
      this Agreement;

    


     
      (c)    Any
      attempt (whether or not successful) by any person and/or entity to cause or
      require a Buyer Indemnified Party to pay or discharge any debt, obligation,
      liability or commitment of Seller other than the Assumed Liabilities in the
      specific amounts and to the persons and/or entities set forth in Schedule
      4.2;
      

    


     
      (d)    Any
      tax
      liabilities (including but not limited to all applicable State and County sales
      tax associated with any and all sales made prior to the Closing), and all
      interest, penalties, assessments and all other Indemnified Claims in respect
      thereof, arising out of the business of Seller prior to the Closing;
      ;

    


     
      (e)    Any
      and
      all Indemnified Claims arising by reason of or in connection with any act or
      omission pursuant to, or in breach of this Agreement, any other agreement
      referred to herein, any Exhibit or Schedule to this Agreement, any of the
      Settlement Documents, or any certificate, instrument or writing delivered in
      connection therewith, by Seller; and 

    


     
      (f)    Any
      and
      all Indemnified Claims arising from or in any way related to any bonus, pension,
      profit sharing, retirement, deferred compensation, savings, stock purchase,
      stock option, hospitalization, insurance or other plan providing benefits to
      employees of Seller.

    


    
      
        
          
          

        

        
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      (g)    Any
      and
      all warranties whether stated or implied with respect to any hardware delivered
      and/or installed, and/or any services performed prior to the
      closing.

    


    10.2    Indemnification
      by Buyer.
      Buyer
      hereby covenants and agrees that notwithstanding any investigation made at
      any
      time by or on behalf of Seller or any information Seller may have and regardless
      of the Closing of the purchase of the Assets hereunder, Buyer shall indemnify
      Seller and its directors, officers, shareholders, affiliates, attorneys and
      each
      of their successors and assigns (each individually referred to herein as a
      “Seller Indemnified Party”) and hold each harmless from, against and in respect
      of any and all Indemnified Claims arising by reason of or in connection with
      any
      of the following:

    


     
      (a)    Any
      and
      all Indemnified Claims against a Seller Indemnified Party of any nature, whether
      accrued, absolute, contingent or otherwise attributable to any event occurring
      after the Closing (whether known or unknown to Seller, or Buyer) relating to
      the
      Seller or operation by Buyer of the Business from and after the Closing, except
      if (i) such liability results from or arises in connection with the breach
      of
      any of the representations, warranties, covenants or agreements made by Seller
      in this Agreement, any other agreement referred to herein, any Schedule or
      Exhibit hereto, any of the Settlement Documents, or any certificate, instrument
      or writing delivered in connection herewith or therewith; or, (ii) such
      liability is included under Section 10.1, above;

    


     
      (b)    Any
      material breach of, or any material inaccuracy in, any of the representations,
      warranties, covenants or agreements made by Buyer in this Agreement, any other
      agreement referred to herein, any Exhibit or Schedule to this Agreement, any
      of
      the Settlement Documents, or any certificate, instrument or writing delivered
      in
      connection therewith;

    


     
      (c)    Any
      attempt (whether or not successful) by any person to cause or require a Seller
      Indemnified Party to pay or discharge any debt, obligation, liability, or
      commitment of the Buyer; 

    


     
      (d)    Any
      tax
      liabilities, and all interest, penalties, assessments and all other Indemnified
      Claims in respect thereof, arising out of the business of Buyer arising after
      the Closing;

    


     
      (e)    Any
      and
      all Indemnified Claims arising by reason of or in connection with any act or
      omission pursuant to, or in breach of this Agreement, any other agreement
      referred to herein, any Exhibit or Schedule to this Agreement, any of the
      Settlement Documents, or any certificate, instrument or writing delivered in
      connection therewith, by Buyer; and 

    


     
      (f)    Any
      and
      all Indemnified Claims arising from or in any way related to any bonus, pension,
      profit sharing, retirement, deferred compensation, savings, stock purchase,
      stock option, hospitalization, insurance or other plan providing benefits to
      employees of Buyer.

    


    


    
      
        
          
          

        

        
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    10.3
         Right
      to Defend
      If the
      facts giving rise to any claim for indemnification under this Article X shall
      involve any actual claim or demand by any third person against a Buyer
      Indemnified Party or a Seller Indemnified Party (cumulatively referred to
      hereinafter as an “Indemnified Party”), the indemnifying party shall be entitled
      to notice of and entitled to (without prejudice to the right of any Indemnified
      Party to participate at its own expense with counsel if its own choosing) defend
      or prosecute such claim at its own expense and through counsel of its own
      choosing if it gives written notice of its intention to do so no later than
      the
      time by which the interests of the Indemnified Party would be materially
      prejudiced as a result of its failure to have received such notice. However,
      if the
      defendants in any action shall include both the indemnifying party and the
      Indemnified Party, and the Indemnified Party shall have reasonably concluded
      that counsel selected by the indemnifying party has a conflict of interest
      because of the availability of different or additional defenses to the
      Indemnified Party, the Indemnified Party shall have the right to select separate
      counsel to participate in the defense of such action on its behalf, at the
      expense of the indemnifying party. The Indemnified Party shall cooperate fully
      in the defense of such claim and shall make available to the indemnifying party
      pertinent information under its control relating thereto, but shall be entitled
      to be reimbursed, as provided in this Article IX, for all costs and expenses
      incurred by it in connection therewith. If the Indemnifying Party fails to
      defend a claim for which it is responsible hereunder within a reasonable time
      after receipt of Timely Notice, the Indemnified Party shall have the right,
      but
      not the obligation, to undertake the defense of and to compromise or settle
      the
      claim and Indemnifying Party shall nevertheless remain liable therefore.


    


    10.4    Right
      to Offset.
      In the
      event that Seller is obligated to pay any amount to Buyer under Section 10.1,
      Buyer shall give Seller written notice of a brief description and the amount
      of
      the obligation. If Seller fails to (i) satisfy said obligation; or, (ii) provide
      to Buyer a written denial of the request for indemnification, within five (5)
      days of receipt of the notice, then Buyer shall have the right to offset the
      amount of the unpaid obligation as a reduction in the amount due to Seller
      under
      the Hold Back. In the event that the amount of claimed offset is equal to or
      greater than the amount still due and owing to Seller under the Hold Back,
      Buyer
      shall have the right to pursue all other legal remedies for
      remainder.

    


    XI

    


    CLOSING
      DATE AND TRANSFER DATE

    


    11.1    Closing
      Date.
      The
      closing of the transactions contemplated under this Agreement (the “Closing”)
      and the transfer of the Assets by Seller to Buyer shall have taken place on
      the
      ____ day of __________, 2007, at such place as the parties may agree, or at
      such
      other time as the parties may agree. The date on which the Closing occurs is
      also referred to herein as the “Closing Date”. 

    


    11.2    Obligations
      of Seller.
      At the
      Closing, Seller shall deliver or cause to be delivered to Buyer the following:
      

    


     
      (a)    Executed
      Bill of Sale;

    


     
      (b)    Executed
      Settlement Documents;

    


     
      (c)    Executed
      Board of Directors resolution authorizing the transactions contemplated
      hereunder and under the Settlement Documents; and

    


    (d)   Any
      governmental and third party consents (specifically including but not limited
      to
      the consent of the Secured Lenders of Oxford), approvals, assurances, or UCC-2
      termination statements necessary for the consummation of the transactions
      contemplated by this Agreement or as may be required to permit Seller to deliver
      the Assets free and clear of any and all liens, claims, encumbrances, or
      restrictions (except as otherwise expressly assumed by Buyer hereunder).


    


    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    11.3
         Obligations
      of Buyer.
      At the
      Closing, Buyer shall deliver or cause to be delivered to Seller:

    


     
      (a)    Buyer’s
      funds, by wire transfer, in the amount of required under Section 3.3.2(a),
      above; 

    


     
      (b)    Buyer’s
      funds,
      by wire transfer, in the amount of the Hold Back, as required under Section
      3.3.2(b), above;

    


     
      (c)    Executed
      Settlement Documents; and

    


     
      (d)    Executed
      Board of Directors resolution authorizing the transactions contemplated
      hereunder and under the Settlement Documents.

    


    11.4
         Failure
      of Conditions Precedent. In
      the
      event that either party fails to meet any condition precedent to Closing, the
      other party may cancel and terminate this Agreement and upon such cancellation
      and termination, this Agreement shall be of no further force and effect and
      the
      parties shall be relieved of all further liability hereunder. Notwithstanding
      the foregoing, the Party that fails to meet any condition precedent to Closing
      which entities the other party to cancel and terminate this Agreement, shall
      nevertheless remain liable for all losses, damages, costs, including reasonable
      attorneys’ fees, incurred by the other party in connection with this Agreement
      and its performance hereunder. 

    


    11.4
         Transfer
      of Ownership.
      The
      Business and the Assets shall be under the ownership of Buyer as of 12:01 A.M.
      on the ____ day of __________, 2007. 

    


    XII

    


    ADDITIONAL
      OBLIGATIONS AND AGREEMENTS

    


    12.1
         Survival
      of Representations.
      All of
      the covenants, agreements, representations, and warranties made by each party
      in
      this Agreement, or pursuant hereto or in connection with the transactions
      contemplated hereby, shall survive the Closing for a period of two (2) years.
      Notwithstanding anything herein contained to the contrary, the warranty and
      representation concerning taxes under Section 6.12 hereof, shall survive for
      the
      period of time specifically set forth herein. Buyer shall be able to offset
      any
      amount due Seller under the Hold Back from any damages suffered as a result
      of
      the breach of any covenant, agreement, representation and/or warranty made
      in
      this or in connection with this Agreement, or any schedule and/or exhibit
      appended hereto and/or referred to herein as incorporated. 

    


    12.2
         Brokers.
      Each
      Party represents and warrants that other than as disclosed on Schedule 12.2,
      attached hereto and incorporated herein by reference, no broker or finder has
      acted for it in connection with this Agreement or the transactions contemplated
      hereby and that no broker or finder is entitled to any brokerage or finder’s fee
      or other commission. Each party to this Agreement agrees to indemnify and hold
      harmless the other parties hereto with respect to any claim for any brokerage
      or
      finder’s fee or other commission.

    


    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    12.3
         Settlement
      Documents.
      Concurrent with the execution hereof, the Parties shall execute a number of
      additional agreements, among these being the Bill of Sale, the Escrow Agreement,
      and the Sublease. The foregoing documents, together with this Agreement and
      any
      other agreements attached hereto as Exhibits, will be referred to herein as
      the
“Settlement Documents”. 

     

    12.4
         Expenses.
      All
      costs and expenses incurred in conducting the purchase and sale described in
      this Agreement in the manner prescribed by this Agreement shall be borne by
      the
      Party incurring such expense. As such, each Party shall pay their own costs
      and
      expenses of attorneys’ fees, and any and all other costs and expenses arising
      from the performance of this Agreement and the purchase and sale described
      in
      this Agreement shall be borne by the Party incurring said expense. 

    


    12.5   Early
      Termination.
      This
      Agreement shall terminate upon:

    


     
      (a)    The
      mutual agreement of Buyer and Seller, provided, however, that such termination
      is set forth in a writing executed by both parties; or

    


     
      (b)    By
      either
      Buyer or Seller, in a writing, if the Closing does not occur on or prior to
      the
      2nd
      day of
      March, 2007, other than by reason of a breach of a duty or an obligation
      hereunder of the Party electing to terminate this Agreement. In the event of
      such termination, no Party shall have any obligation or liability to any other
      in respect to this Agreement, except for any breach of contract occurring prior
      to such termination.

     

    12.6    Right
      of Endorsement.
      After
      the Closing, Buyer shall have the absolute and unconditional right and authority
      to endorse, without recourse, the name of Seller on any check or any other
      evidence of indebtedness received by Buyer on account of any of the Assets,
      and
      Seller shall deliver to Buyer after the Closing a letter of instruction executed
      by Seller sufficient to permit Buyer to deposit such checks or other evidences
      of indebtedness in bank accounts in the name of Buyer. 

    


    12.7    Events
      of Default.
      For
      purposes of this Agreement, “An Event of Default” shall be defined as:


    


     
      (a)    A
      default
      in any of Buyer’s monetary obligations hereunder which is not cured within ten
      (10) days after written notice of such default has been delivered by Seller
      to
      Buyer; or

    


     
      (b)    An
      Event
      of Default under this Agreement and/or any of the Settlement Documents, as
      such
      term is defined in the applicable Settlement Document.

    


    12.8   Taxes.

    


     
      12.8.1.   Payment
      of Taxes: Filing of Returns.
      Seller
      shall remain liable for the filing of all tax returns and reports and for the
      payment of all federal, state, and local taxes of Seller. 

    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    12.8.2. 
      Sales
      Taxes.
      Buyer
      shall bear the responsibility for sales, use, or other similar taxes, if any,
      arising out of the consummation of the transactions contemplated herein, and
      shall immediately pay to Seller all such taxes when and if imposed, or in the
      sole discretion of Buyer, Buyer may pay such taxes directly on behalf of Seller.
      However, in no event shall Buyer’s obligation under this Section exceed Nine
      Thousand Dollars ($9,000). 

    


    12.8.3. 
      Exclusivity;
      Publicity; Regulatory Matters.
      From
      the
      date hereof until the earlier of the Closing or the termination of this
      Agreement, Seller shall not solicit or negotiate or enter into any agreement
      with any other Person with respect to or in furtherance of any proposal for
      a
      merger or business combination involving, or acquisition of any interest in,
      or
      (except in the ordinary course of business) sale of assets by Seller, except
      as
      set forth herein. 

    


    Between
      the date of this Agreement and the Closing Date, and for a period of ten (10)
      days after the Closing, Seller and Buyer shall discuss and coordinate with
      Buyer
      any announcement or any internal or private announcement (including any general
      announcement to employees) concerning the contemplated transaction.


    


    Seller
      and Buyer shall: (a) file with applicable regulatory authorities any
      applications and related documents required to be filed by them in order to
      consummate the contemplated transaction and (b) cooperate with each other as
      they may reasonably request in connection with the foregoing.

    


    12.9
        Sublease
      and Reasonable Cooperation.
      Oxford
      and Buyer agree to negotiate in good faith to execute the Sublease, which shall
      include, among other things, provisions for the continued reasonable access
      to
      Oxford’s computer servers and network necessary for the continued operation of
      the Business for a period of time not to exceed the expiration of the Sublease,
      which in no event shall exceed six (6) months from the Closing Date.


     

    XIII

    


    NOTICES

    


    All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be effected pursuant to Section 14.13, below, as
      follows:

    


    
      	
              If
                to Seller:

            	
              With
                a copy to:

            
	
              Mr.
                Lewis Jaffe 

            	
              Keith
                A. Rosenbaum, Esq.

            
	
              OXFORD
                MEDIA, INC. 

            	
              SPECTRUM
                LAW GROUP, LLP

            
	
              One
                Technology Drive, Bldg. H 

            	
              1900
                Main Street, Suite 125

            
	
              Irvine,
                California 92618 

            	
              Irvine,
                California 92614

            
	 	 
	
              If
                to Buyer:
                

            	
              With
                a Copy to:

            
	
              Mr.
                Greg Stempson

            	
              William
                D.Norman, Esq.

            
	
              CREATIVECORP,
                INC.

            	
              METAXAS,
                NORMAN & PIDGEON, LLP

            
	
              One
                Technology Drive, Bldg. H

            	
              900
                Cummings Center, Suite 207T

            
	
              Irvine,
                California 92618

            	
              Beverly,
                Massachusetts 01915

            


    

    


    


    


    


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    


    XIV

    


    ADDITIONAL
      PROVISIONS

    


    14.1 
        Executed
      Counterparts.
      This
      Agreement may be executed in any number of counterparts,
      all of which when taken together shall be considered one and the same agreement,
      it being understood that all Parties need not sign the same counterpart. In
      the
      event that any signature is delivered by fax or by e-mail delivery of a “.pdf”
format data file, 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 or “.pdf” signature page were an
      original thereof.
      Each of
      the Parties hereby expressly forever waives any and all rights to raise the
      use
      of a fax machine or E-Mail to deliver a signature, or the fact that any
      signature or agreement or instrument was transmitted or communicated through
      the
      use of a fax machine or E-Mail, as a defense to the formation of a
      contract.

    


    14.2    Successors
      and Assigns.
      Except
      as expressly provided in this Agreement, each and all of the covenants, terms,
      provisions, conditions and agreements herein contained shall be binding upon
      and
      shall inure to the benefit of the successors and assigns of the Parties
      hereto.

    


    14.3    Article
      and Section Headings.
      The
      article and section headings used in this Agreement are inserted for convenience
      and identification only and are not to be used in any manner to interpret this
      Agreement.

    


    14.4    Severability.
      Each
      and every provision of this Agreement is severable and independent of any other
      term or provision of this Agreement. If any term or provision hereof is held
      void or invalid for any reason by a court of competent jurisdiction, such
      invalidity shall not affect the remainder of this Agreement.

    


    14.5    Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of California, without
      giving effect to any choice or conflict of law provision or rule (whether of
      the
      State of California or any other jurisdiction) that would cause the application
      of the laws of any jurisdiction other than the State of California. If any
      court
      action is necessary to enforce the terms and conditions of this Agreement,
      the
      Parties hereby agree that the Superior Court of California, County of Orange,
      shall be the sole jurisdiction and venue for the bringing of such action.


    


    14.6    Entire
      Agreement.
      This
      Agreement, and all references, documents, or instruments referred to herein,
      contains the entire agreement and understanding of the Parties hereto in respect
      to the subject matter contained herein. The Parties have expressly not relied
      upon any promises, representations, warranties, agreements, covenants, or
      undertakings, other than those expressly set forth or referred to herein. This
      Agreement supersedes any and all prior written or oral agreements,
      understandings, and negotiations between the Parties with respect to the subject
      matter contained herein.

    


    


    
      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    


    14.7    Additional
      Documentation.
      The
      Parties hereto agree to execute, acknowledge, and cause to be filed and
      recorded, if necessary, any and all documents, amendments, notices, and
      certificates which may be necessary or convenient under the laws of the State
      of
      California.

    


    14.8    Attorney’s
      Fees.
      If any
      legal action (including arbitration) is necessary to enforce the terms and
      conditions of this Agreement, the prevailing Party shall be entitled to costs
      and reasonable attorney’s fees. 

    


    14.9    Amendment.
      This
      Agreement may be amended or modified only by a writing signed by all
      Parties.

    


    14.10    
      Remedies.

    


    14.10.1.   
          Specific
      Performance.
      The
      Parties hereby declare that it is impossible to measure in money the damages
      which will result from a failure to perform any of the obligations under this
      Agreement. Therefore, each Party waives the claim or defense that an adequate
      remedy at law exists in any action or proceeding brought to enforce the
      provisions hereof.

     

    14.10.2.   
          Cumulative.
      The
      remedies of the Parties under this Agreement are cumulative and shall not
      exclude any other remedies to which any person may be lawfully entitled.


     

    14.11    
      Waiver.
      No
      failure by any Party to insist on the strict performance of any covenant, duty,
      agreement, or condition of this Agreement or to exercise any right or remedy
      on
      a breach shall constitute a waiver of any such breach or of any other covenant,
      duty, agreement, or condition. 

    


    14.12    
      Assignability.
      This
      Agreement is not assignable by either Party without the expressed written
      consent of all Parties.

    


    14.13    
      Notices.
      All
      notices, requests and demands hereunder shall be in writing and delivered by
      hand, by facsimile transmission, by E-Mail, by mail, by telegram, or by
      recognized commercial over-night delivery service (such as Federal Express,
      UPS,
      or DHL), and shall be deemed given (a) if by hand delivery, upon such delivery;
      (b) if by facsimile transmission, upon telephone confirmation of receipt of
      same; (c) if by E-Mail, upon telephone confirmation of receipt of same; (d)
      if
      by mail, forty-eight (48) hours after deposit in the United States mail, first
      class, registered or certified mail, postage prepaid; (e) if by telegram, upon
      telephone confirmation of receipt of same; or, (f) if by recognized commercial
      over-night delivery service, upon such delivery.

    


    14.14    
      Time.
      All
      Parties agree that time is of the essence as to this Agreement.

    


    14.15    
      Disputes.
      The
      Parties agree to cooperate and meet in order to resolve any disputes or
      controversies arising under this Agreement. Should they be unable to do so,
      then
      either may elect arbitration under the rules of the American Arbitration
      Association, and both Parties are obligated to proceed thereunder. Arbitration
      shall proceed in Orange County, State of California and the Parties agree to
      be
      bound by the arbitrator’s award, which may be filed in the
      Superior
      Court of Orange County, State of California. The
      Parties consent to the jurisdiction of State of California Courts for
      enforcement of this determination by arbitration. The prevailing Party shall
      be
      entitled to reimbursement for his attorney’s fees and all costs associated with
      arbitration. In any arbitration proceeding conducted pursuant to the provisions
      of this Section, both Parties shall have the right to conduct discovery, to
      call
      witnesses and to cross-examine the opposing Party’s witnesses, either through
      legal counsel, expert witnesses or both, and the provisions of the California
      Code of Civil Procedure (Right to Discovery; Procedure and Enforcement) are
      hereby incorporated into this Agreement by this reference and made a part
      hereof. EACH
      PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER CLAIM
      BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED
      WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH
      OR
      THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED
      HEREIN. 

    


    


    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    14.16    
      Provision
      Not Construed Against Party Drafting Agreement.
      This
      Agreement is the result of negotiations by and between the Parties, and each
      Party has had the opportunity to be represented by independent legal counsel
      of
      its choice. This Agreement is the product of the work and efforts of all
      Parties, and shall be
      deemed
      to have been drafted by all Parties. In the event of a dispute, no Party hereto
      shall be entitled to claim that any provision should be construed against any
      other Party by reason of the fact that it was drafted by one particular
      Party.

    


    14.17    
      Incorporation
      of Exhibits and Schedules.
      The
      Exhibits and Schedules identified in this Agreement are incorporated herein
      by
      reference and made a part hereof as if set out in full herein.

    


    14.18    
      Recitals.
      The
      facts recited in Article II, above, are hereby conclusively presumed to be
      true
      as between and affecting the Parties.

     

    14.19    
      Consents,
      Approvals, and Discretion.
      Except
      as herein expressly provided to the contrary, whenever this Agreement requires
      consent or approval to be given by a Party, or a Party must or may exercise
      discretion, the Parties agree that such consent or approval shall not be
      unreasonably withheld, conditioned, or delayed, and such discretion shall be
      reasonably exercised. Except as otherwise provided herein, if no response to
      a
      consent or request for approval is provided within ten (10) days from the
      receipt of the request, then the consent or approval shall be presumed to have
      been given. 

    


    14.20    
      No
      Third Party Beneficiaries.
      This
      Agreement has been entered into solely by and between Buyer and Seller, solely
      for their benefit. Other than acknowledging that Oxford is a third party
      beneficiary as to Seller under this Agreement, there is no intent by either
      Party to create or establish any other third party beneficiary to this
      Agreement, and no such third party shall have any right to enforce any right,
      claim, or cause of action created or established under this
      Agreement.

    


    14.21    
      Best
      Efforts.
      The
      Parties shall use and exercise their best efforts, taking all reasonable,
      ordinary and necessary measures to ensure an orderly and smooth relationship
      under this Agreement, and further agree to work together and negotiate in good
      faith to resolve any differences or problems which may arise in the
      future.

    


    14.22    
      Definitional
      Provisions.
      For
      purposes of this Agreement, (i) those words, names, or terms which are
      specifically defined herein shall have the meaning specifically ascribed to
      them; (ii) wherever from the context it appears appropriate, each term stated
      either in the singular or plural shall include the singular and plural; (iii)
      wherever from the context it appears appropriate, the masculine, feminine,
      or
      neuter gender, shall each include the others; (iv) the words “hereof”, “herein”,
“hereunder”, and words of similar import, when used in this Agreement, shall
      refer to this Agreement as a whole, and not to any particular provision of
      this
      Agreement; (v) all references to designated “Articles”, “Sections”, and to other
      subdivisions are to the designated Articles, Sections, and other subdivisions
      of
      this Agreement as originally executed; (vi) all references to “Dollars” or “$”
shall be construed as being United States dollars; (vii) the term “including” is
      not limiting and means “including without limitation”; (viii) all references to
      all statutes, statutory provisions, regulations, or similar administrative
      provisions shall be construed as a reference to such statute, statutory
      provision, regulation, or similar administrative provision as in force at the
      date of this Agreement and as may be subsequently amended; and, (ix) “Business
      Financial Statements” refers to the Balance Sheet, Profit and Loss Statements
      and all other financial statements, including, all Notes related thereto as
      of
      December 31, 2006, submitted by management of Seller to Buyer.

    


    


    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


    14.23    
      Knowledge.
      For
      purposes of this Agreement, the term “Knowledge” shall mean, with respect to any
      Party, the actual knowledge of the officers of such Party after reasonable
      investigation.

    


    XV

    


    EXECUTION

    


    IN
      WITNESS WHEREOF,
      this
      ASSET PURCHASE AGREEMENT has been duly executed by the Parties in Orange County,
      State of California, and shall be effective as of and on the Effective Date
      set
      forth in Article I of this Agreement. Each of the undersigned Parties hereby
      represents and warrants that it (i) has the requisite power and authority to
      enter into and carry out the terms and conditions of this Agreement, as well
      as
      all transactions contemplated hereunder; and, (ii) it is duly authorized and
      empowered to execute and deliver this Agreement. 

    


    
      	
              BUYER:

            	
              SELLER:

            
	 	 
	
              CREATIVECORP,
                INC.,

              a
                Delaware corporation 

               

               

              By:                                                                          
                

               

              Name:                                                                     
                

               

              Title:                                                                        
                

               

              Dated:                                                                     
                

            	
              CREATIVE
                BUSINESS CONCEPTS, INC.,

              a
                California corporation

               

               

              By:                                                                          

               

              Name:                                                                     
                

               

              Title:                                                                        

               

              Dated:                                                                     

            


    

     

     

    OXFORD:

    


    OXFORD
      MEDIA, INC.,

    a
      Nevada
      corporation 

    


    


    By:                                                                          

    


    Name:                                                                     

    


    Title:                                                                        
      

    


    Dated:                                                                     
      

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


    EXHIBITS
      AND SCHEDULES

    


    


    EXHIBITS:

    


    
      	 	
              Exhibit
                3.1

            	
              Bill
                of Sale

            


    

    


    
      	 	
              Exhibit
                3.2

            	
              Closing
                Balance Sheet

            


    

    


    
      	 	
              Exhibit
                3.3.2.(b)

            	
              Escrow
                Agreement

            


    

    


    
      	 	
              Exhibit
                6.1

            	
              Seller’s
                Certificate
                of Incorporation and Bylaws

            


    

     

     

    SCHEDULES

     

    
      	 	
              Schedule
                3.3.2

            	
              Wire
                Transfer Instructions

            


    

     

    
      	 	
              Schedule
                3.5

            	
              Purchase
                Price Allocation

            


    

     

    
      	 	
              Schedule
                4.1

            	
              Excluded
                Assets

            


    

     

    
      	 	
              Schedule
                4.2

            	
              Assumed
                Liabilities

            


    

     

    
      	 	
              Schedule
                4.3

            	
              Accounts
                Receivable

            


    

     

    
      	 	
              Schedule
                6.4

            	
              Title
                to Assets

            


    

     

    
      	 	
              Schedule 6.5

            	
              Sale
                of Assets

            


    

     

    
      	 	
              Schedule
                6.6

            	
              Business
                Financial Statements 

            


    

     

    
      	 	
              Schedule
                6.10

            	
              Customers
                and Suppliers 

            


    

     

    
      	 	
              Schedule
                6.13

            	
              Leases
                and Similar Agreements

            


    

     

    
      	 	
              Schedule
                6.14

            	
              Accounts
                Receivable

            


    

     

    
      	 	
              Schedule
                8.7

            	
              Employment
                Agreements

            


    

     

    
      	 	
              Schedule
                12.2

            	
              Broker
                and Finder Fees

            


    

     

    


    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      3.1

    


    BILL
      OF SALE

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    


    


    
      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      3.2

    


    CLOSING
      BALANCE SHEET

    


    The
      Parties have agreed to waive the requirement of a Closing Balance Sheet at
      Closing. 

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      3.3.2.(b)

    


    ESCROW
      AGREEMENT

    
      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      


      


    

    
      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      6.1

    


    SELLER’S
      CERTIFICATE
      OF INCORPORATION AND BYLAWS

    
      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      


      


    

    
      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      3.3.2.

    


    WIRE
      TRANSFER INSTRUCTIONS

    


    
      	
              Bank:

            	
              California
                Bank & Trust - Irvine Center Branch

            
	
              Bank
                Info:

            	
              1900
                Main Street, Suite 100

            
	 	
              Irvine,
                California 92614

            
	 	
              (949)
                223-7500

            
	
              ABA
                Routing Number:

            	
              121002042

            
	
              Account
                Name:

            	
              Spectrum
                Law Group, LLP Attorney Client Trust Account

            
	 	
              1900
                Main Street, Suit 125

            
	 	
              Irvine,
                California 92614 

            
	
              Account
                Number:

            	
              3090028061

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      3.5

    


    PURCHASE
      PRICE ALLOCATION

    


    The
      Parties agree to negotiate in good faith to determine a Purchase Price
      Allocation as soon as practicable after Closing. 

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      4.1

    


    EXCLUDED
      ASSETS

    


    None.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      4.2

    


    ASSUMED
      LIABILITIES

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      4.3

    


    ACCOUNTS
      RECEIVABLE

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      6.4

    


    TITLE
      TO ASSETS

    


    UCC-1
      Financing Statement in favor Ingram Micro. 

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE 6.5

    


    SALE
      OF ASSETS

    


    UCC-1
      Financing Statement in favor Ingram Micro. 

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      6.6

    


    BUSINESS
      FINANCIAL STATEMENTS

    


    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      6.10

    


    CUSTOMERS
      AND SUPPLIERS

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      6.13

    


    LEASES
      AND SIMILAR AGREEMENTS

    


    1. HP
      Lease
      for computers.

    


    2. Lease
      with Connectwise for the software application. 

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      6.14

    


    ACCOUNTS
      RECEIVABLE

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      8.7

    


    EMPLOYMENT
      AGREEMENTS

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      12.2

    


    BROKER
      AND FINDER FEES

    


    $45,000
      fee payable solely by Seller in favor of Mansfield Sales Partners (Gregg Dunne).
      

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     42