STOCK
      PURCHASE AGREEMENT

    


    This
      Agreement (the “Agreement”)
      is
      made and effective as of 12:01 a.m. on the 1st day of January 2006, by and
      between SITESTAR
      CORPORATION,
      a
      Nevada corporation, with its principal place of business located at 7109
      Timberlake Road, #201, Lynchburg, VA 24502 (the “Buyer”),
      and
ISOMEDIA,
      INC., a
      Washington corporation (the “Seller”),
      for
      the purchase of all of the issued and outstanding shares of stock of Netrover,
      Inc., an Ontario, Canada corporation (“the Company”).
      The
      Seller and the Buyer may sometimes be referred to herein individually as a
      “Party”
or
      collectively as “Parties.”

    


    RECITALS:

    


    A. The
      Company provides data services in Canada to a broad residential and corporate
      customer base, including dial-up and broadband Internet access and related
      services, web hosting and other services. 

    


    B. Seller
      agrees to sell and Buyer agrees to purchase 100% of the issued and outstanding
      common and preferred stock of all classes of the Company. This transaction
      includes all assets of the Company used in its Internet Service Business, in
      accordance with the terms and conditions set forth in this
      Agreement.

    


    C. The
      Parties desire to establish their mutual rights and obligations with regard
      to
      the transactions described in this Agreement.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      in
      this Agreement, and other good and valuable consideration, the Parties agree
      as
      follows:

    


    
      	I.	
              DEFINITIONS.
                As used herein, the following terms shall have the meaning set
                forth:

            


    

    


    A. “Accounts
      Receivable”
have
      the definition set forth in subsection II,A,3 below.

    


    B. “Assets”
shall
      have the definition set forth in subsection II, A below.

    


    C. “Cash
      and Cash Equivalents”
      shall
      mean all currency, coins, checks, money orders and bankers’ drafts on hand or on
      deposit, and demand deposits with financial institutions.

    


    D. “Closing”
shall
      mean the physical execution of this Agreement and all related instruments and
      the payment of the Purchase Price due at Closing.

    


    E. “Closing
      Date”
shall
      mean 12:01am, January 1, 2006, and not the date the Closing occurs.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    F. “Current
      Accounts Receivable”
shall
      mean all sums owed to the Company from Customers which are not more than 90
      days
      past due.

    


    G. “Customer
      List”
shall
      have the meaning set forth in subsection II.A.1.

    


    H. “Customers”
shall
      mean customers of the Company. 

    


    I. “Deferred
      Revenue”
shall
      mean all sums billed by the Company from the Customer List for services to
      be
      provided by Buyer to the Customers after the Closing Date.

    


    J. “Dial-Up
      Customers”
shall
      mean all Customers who dial-up to the Internet via a modem and have purchased
      Dial-Up Service from the Company.

    


    K. “Domain
      Names”
      shall
      mean the second level domain used on the Internet for locating or accessing
      web
      sites, email addresses and other services. Netrover.com is an example of such
      a
      domain name.

    


    L. “Dollars”
      or “dollars”
shall
      mean United States dollars unless specifically designated as Canadian
      dollars.

    


    M. “Estimated
      Active Customers”
shall
      mean approximately 4,378 active dial-up Customers and 2,916 web host Customers
      purchasing Internet Business Service from the Company as of the Closing Date
      and
      which shall be an asset of the Company at the Closing. 

    


    N. “Estimated
      Annualized DSL Net Profits”
shall
      mean $6,501 in Canadian dollars, based on estimated margin of 25%.

    


    O. “Estimated
      Annualized Web Hosting Revenues”
shall
      mean $242,052 in Canadian dollars.

    


    P. “Estimated
      Annualized Other Internet Services Revenues”
shall
      mean $1,012,764 in Canadian dollars.

    


    Q. “Estimated
      Current Account Receivable”
shall
      mean $21,872 in Canadian dollars.

    


    R. “Estimated
      Deferred Revenue and Other Liabilities”
shall
      mean $250,000 in Canadian dollars and shall mean deferred revenue and other
      liabilities net of deposits and prepaid expenses .

    


    S. “Estimated
      Prepaid Expenses and Deposits”
shall
      mean an estimated amount for prepaid expenses and deposits of the Company,
      and
      these shall have their ordinary meaning as per generally accepted accounting
      principles.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    T. “Internet
      Services”
shall
      mean services relating to accessing the Internet, services that can only be
      used
      by connecting to the Internet, or services that reside on the
      Internet.

    


    U. “Internet
      Service Business”
shall
      mean the business of the Company using the Internet and related hardware to
      provide customers with such services as dial-up Internet access, Digital
      Subscriber Services (“DSL”) access, email, web hosting, web acceleration, domain
      name services and other related services.

    


    V. “Most
      Recent Balance Sheet”
shall
      mean the balance sheet of the Company as of December 31, 2005.

    


    W. “Netrover
      Stock”
shall
      mean all shares of capital stock (common and preferred) of the Company of any
      class that are issued and outstanding as of the Closing Date.

    


    X. “Net
      Sales”
shall
      mean the Company’s actual billings for December 2005.

    


    Y. “Note”
means
      the guaranteed promissory note for the balance of the Purchase Price as set
      out
      in subsection III,C,3 below.

    


    Z. “Ordinary
      Course of Business”
shall
      mean any activity normally done by the Company’s business.

    


    AA. “Pre-Paid
      Accounts”
shall
      mean the Customers who prior to the Closing Date have paid for Services to
      be
      provided by the Company to Customers after the Closing Date.

    


    BB. “Purchase
      Price”
shall
      have the meaning set forth in subsections III,A & B.

    


    CC. “Sitestar
      Shares”
shall
      mean shares of common stock of Buyer issued to Seller as a part of the Purchase
      Price as more particularly set forth in subsection III.C.2 below.

    


    DD. “Verified
      Annualized DSL Net Profits”
shall
      mean annualized revenues from DSL services based on Net Sales minus the cost
      of
      wholesale DSL services and/or DSL circuit costs. 

    


    EE. “Verified
      Annualized Web Hosting Revenues”
shall
      mean annualized revenues from web hosting services based on Net
      Sales.

    


    FF. “Verified
      Annualized Other Internet Services Revenues”
shall
      mean annualized revenues from all other Internet related services other than
      DSL
      and Web Hosting based on Net Sales.

    


    GG. “Verified
      Current Accounts Receivable”
      shall
      mean the actual audited balance of monies owed to Company based on the end
      of
      day on December 31, 2005 which are no longer than 90 days past due and shall
      specifically not include an allowance for doubtful accounts because Buyer is
      not
      paying for accounts receivable older than 90 days.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    HH. Verified
      Deferred Revenue and Other Liabilities”
      shall
      mean the actual audited balance of the Deferred Revenue as of the end of day
      on
      December 31, 2005 and any other expenses due as prorated up to the Closing
      Date.
“Other Liabilities” herein shall include only liabilities required to be booked
      by generally accepted accounting principles.

    


    II. “Verified
      Prepaid Expenses and Deposits”
shall
      mean the actual audited balance of the Company’s prepaid expenses and deposits
      as of the end of day on December 31, 2005.

     

    


    
      	
              II.

            	
              PURCHASE,
                SALE AND DELIVERY OF
                STOCK.

            


    

    


    A. Subject
      to and in accordance with the terms and conditions of this Agreement and in
      consideration of the Purchase Price provided in Section III below, Buyer agrees
      to purchase, and Seller agrees to sell, transfer, convey and assign all of
      its
      right, title, and interest in and good and marketable title, free and clear
      of
      all liabilities, obligations, security interests, liens (including tax liens),
      mortgages, leases or leasehold interests, encumbrances and rights of others
      of
      any kind whatsoever in and to the Netrover Stock. It is understood that as
      of
      the Closing Date, the Company shall own in its sole name and free and clear
      of
      any and all encumbrances at least the following items (which therefore will
      be
      conveyed as being a part of the Company).

    


    1. Any
      and
      all related Customers including Customer accounts and Customer contracts or
      agreements of the Company. Seller will provide Buyer with a true, correct,
      and
      complete list of all Customers (the “Customer
      List”)
      in
      electronic format at Closing. 

    


    2. All
      Cash
      and Cash Equivalents.

    


    3. All
      accounts receivable of the Company from Customers as of the Closing Date (the
      “Accounts
      Receivable”).
      At
      Closing Seller will provide Buyer with a true and correct listing of the
      Accounts Receivable as of the Closing Date.

    


    4. All
      physical capital assets of the Company as of the Closing Date, as evidenced
      by
      the Company’s depreciation schedule provided to Buyer on the Closing Date
      (including but not limited to the remote access (RAS) equipment, web servers,
      acceleration servers and other hardware).

    


    5. All
      intangible personal property specifically relating to the Assets, including
      without limitation, Customer contracts and agreements, as of the Closing Date,
      a
      schedule of which will be provided to Buyer at the Closing.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    6. Certain
      domain names as set forth in Exhibit E hereto, and needed to provide such
      services as email and web hosting to the Customers on the same terms as such
      Customers currently are receiving such services.

    


    7. All
      Prepaid Expenses and Deposits.

    


    The
      above
      shall be collectively referred to as the "Assets".

    


    B. Except
      as
      set forth in Section III.B,
      the
      Buyer is not assuming or undertaking to assume and shall have no responsibility
      for any liabilities of the Seller whether fixed or contingent, past, present
      or
      future, or direct or indirect, arising out of or in connection with Seller’s
      Company or Seller’s ownership and use of the Assets, or any other acts or
      omissions of Seller in connection therewith prior to the Closing.

    


    
      	
              III.

            	
              PURCHASE
                PRICE, ADJUSTMENT, AND
                PAYMENT.

            


    

    


    A. Purchase
      Price.
      Subject
      to and in accordance with the terms and conditions of this Agreement, Seller
      agrees to sell to the Buyer, and Buyer agrees to purchase from the Seller,
      all
      of the Seller’s rights, title, and interest in and to the Netrover Stock for an
      aggregate purchase price of SEVEN HUNDRED THREE THOUSAND, FOUR HUNDRED
      THIRTY-NINE DOLLARS ($703,439) in Canadian dollars, which is $604,535 U.S.
      (the
“Purchase
      Price”),
      to be
      paid as provided in subsection III,C below. The Purchase Price is based, among
      other things, on the Company’s (i) annualized revenue, (ii) actual number of
      active Customers, (iii) select asset base, (iv) the amount of Deferred Revenue,
      and (v) the general financial performance reflecting the representations of
      the
      Seller. 

    


    B. Adjustments
      to Purchase Price.
      The
      Purchase Price shall be adjusted as follows:

    


    1. Post-Closing
      Adjustment for Actual Annualized Revenues of Customers.

    


    a. The
      Purchase Price is based in part on Seller’s estimate that as of the Closing
      Date, the Company will have annualized net profit of $6,501 Canadian from its
      active DSL Customers, $242,052
      Canadian annualized revenues from the web hosting customers, $1,012,764
      Canadian annualized revenues from the other Internet related services, deferred
      revenues and other liabilities net of deposits and prepaid expenses of $250,000
      Canadian, and has a total of $95,000 Canadian in Cash and Cash Equivalents
      and
      Current Accounts Receivable. Following Closing and during the 60 day period
      following Closing, Buyer will verify annualized revenues based on the Net Sales
      from the classes of services above. The Buyer will also verify the amount of
      Cash and Cash Equivalents, Current Accounts Receivable, Deferred Revenues and
      Other Liabilities as of the Closing Date. All verification must be completed
      within the 60 day period. In the event that the actual numbers differ from
      these
      estimates, the Purchase Price shall be adjusted as follows (each a “Purchase
      Price Adjustment”):

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    i) The
      Purchase Price will be increased or decreased (as the case may be) by an amount
      equal to the difference between the Verified Annualized DSL Net Profits and
      the
      amount of the Estimated Annualized DSL Net Profits; and/or

    


    ii) The
      Purchase Price will be increased or decreased (as the case may be) by eighty
      percent (80%) of the amount the difference between the Verified Annualized
      Web
      Hosting Revenues and the amount of the Estimated Annualized Web Hosting
      Revenues; and/or

    


    iii) The
      Purchase Price will be increased or decreased (as the case may be) by sixty-five
      percent (65%) of the amount the difference between the Verified Annualized
      Other
      Internet Services Revenues and the amount of the Estimated Annualized Other
      Internet Services Revenues.

    


    2. Post-Closing
      Adjustment for Accounts Receivable. The
      Purchase Price will be increased or decreased (as the case may be) by the
      difference between the Verified Current Accounts Receivable and the Estimated
      Current Accounts Receivable amount.

    


    3. Post-Closing
      Adjustment for Deferred Revenue and Other Liabilities. The
      Purchase Price will be increased or decreased (as the case may be) by the
      difference between (a) the sum of the Estimated Deferred Revenue and Other
      Liabilities amount and (b) the sum of the Verified Deferred Revenue and Other
      Liabilities amount.

    


    4. Post-Closing
      Adjustment for Cash and Cash Equivalents. The
      Purchase Price will be increased or decreased (as the case may be) by the
      difference between the Cash and Cash Equivalents on the Closing Date amount
      and
      the estimated Cash and Cash Equivalents amount.

    


    5. Post-Closing
      Adjustment for Liens and Encumbrances.
      If, as
      of the Closing, any of the Assets are subject to or encumbered by any security
      interests or liens not on the Most Recent Balance Sheet of the Company and
      not
      resulting from any activity by the Buyer, the outstanding aggregate balance
      (including any accrued interest or other charges) of the total debts or
      liabilities underlying such liens or security interests shall be deducted from
      the Purchase Price and paid directly to the applicable creditor of the Company.
      

    


    6. Post-Closing
      Adjustment for Prepaid Expenses and Deposits.
      The
      Purchase Price will be increased or decreased (as the case may be) by the
      difference between the Estimated Prepaid Expenses and Deposits amount and the
      Verified Prepaid Expenses and Deposits amount on the Closing Date. 

    


    7. The
      Purchase Price Adjustment will be added to or subtracted from (as the case
      may
      be) the Deferred Purchase Price Payment payable to Seller pursuant to subsection
      C,3 below.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    C. Payment
      of Purchase Price.
      The
      Buyer will pay the total Purchase Price to the Seller as follows:

    


    1. Conversion
      into U.S. Dollars.
      The
      Purchase Price and Deferred Purchase Price Payment will be converted from
      Canadian dollars into U.S. Dollars based at the official average currency
      exchange rate on December 31, 2005 which is: each US dollar is equal to 0.8580
      Canadian dollar. All payments shall be made as converted at this
      rate.

    


    2. Payment
      at Closing.
      At the
      Closing, Buyer will deliver to Seller the Note and TWO MILLION (2,000,000)
      shares of Buyer’s common stock (the “Sitestar Shares”) valued in the aggregate
      at two-hundred thousand U.S. dollars ($200,000) (10 cents per share). Seller
      agrees not to sell any of the Sitestar Shares for at least 60 days after
      Closing. Commencing 60 days after Closing, the Seller may sell a maximum of
      150,000 Sitestar Shares per calendar month on the open market (prorated for
      any
      partial months). The Buyer guarantees a $200,000 aggregate value for all the
      Sitestar Shares. On December 29, 2006 and up to February 1, 2007, Seller shall
      have the option to surrender any remaining Sitestar Shares to the Buyer that
      were not sold by Seller in exchange for a simultaneous cash payment equal to
      $200,000 minus the aggregate gross sales proceeds realized by Seller from all
      sales of the Sitestar Shares prior to such surrender of its remaining Sitestar
      Shares; provided, however, that if Seller does not surrender any remaining
      Sitestar shares owned by Seller on or before February 1, 2007, Buyer shall
      have
      no further obligation to either repurchase the remaining Sitestar Shares or
      to
      guarantee the aggregate value of all of the Sitestar Shares. 

    


    3. Deferred
      Payment.
      The
      balance of the Purchase Price ($403,551 U.S. before III,B adjustments) will
      be
      paid by a non-interest bearing promissory note (the “Note”)
      with
      payments beginning February 1, 2006 and in the form attached hereto as Exhibit
      A. Buyer will pay to the Seller under the Note twelve (12) monthly installments
      of $16,814.63 U.S. (equal to 1/24 of the balance of the initial Purchase Price),
      with any plus or minus adjustments to the Purchase Price made pursuant to
      Section III,B (collectively, the “Deferred
      Purchase Price Payment”)
      to
      adjust the final Note installment payment. All shall be made by Buyer’s check or
      wire transfer, at Buyer’s option. The last such Note payment shall include a
      balloon payment for the unpaid balance of the Purchase Price. Payment of the
      initial balance of the initial Purchase Price at Closing will be represented
      by
      the Note.

    


    4. Assumption
      of Liabilities.
      The
      Company shall retain the obligation to provide Internet Services to the Pre-Paid
      Accounts following the Closing Date. This obligation results from a portion
      of
      Deferred Revenue that Buyer will indirectly assume as part of the Purchase
      Price
      calculation. At Closing, Seller will provide Buyer with a true and correct
      listing of the Deferred Revenue and the Customers to which the Deferred Revenue
      relates as of the Closing Date. 

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    
      	
              IV.

            	
              REPRESENTATIONS
                AND WARRANTIES OF SELLER. 

            


    

    


    The
      Seller represents and warrants to the Buyer, its successors and assigns, that
      the following facts are true, complete and correct as of the date of this
      Agreement and will be true, correct and complete as of the Closing Date (as
      though made then and as though the Closing Date were substituted for the date
      of
      this Agreement throughout this Section IV, with the knowledge that Buyer is
      purchasing the Netrover Stock in full reliance thereon):

    


    A. Organization
      of the Seller.
      Seller
      is a corporation duly organized, validly existing, and in good standing as
      a
      domestic corporation under the laws of the State of Washington and has the
      corporate power to carry on its business as now conducted and to perform its
      obligations hereunder. 

     

    B. Organization
      of the Company.
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the Province of Ontario, Canada and has the corporate power
      to
      carry on its business as now conducted and to perform its obligations
      hereunder.

     

    C. Capitalization
      of the Company.
      The
      Company currently is authorized to issue an unlimited number of shares of common
      stock, of which 100 shares are issued and outstanding. The Company currently
      is
      authorized to issue an unlimited number of shares of preferred stock (Classes
      A,B,C,D&E), of which no shares are issued and outstanding. Except as set
      forth in this paragraph, the Company is not authorized to issue any other shares
      of stock of any class. The Company is not obligated to issue any shares of
      stock
      of any class or kind to any person.

     

    D. Ownership
      of the Netrover Stock.
      As of
      the Closing Date, Seller owns all of the issued an outstanding shares of the
      Netrover Stock.

     

    E. Organizational
      Documents.
      Seller
      has provided Buyer with access to all corporate records of the Company,
      including the articles of incorporation, bylaws, the corporate minute book,
      and
      stock ownership ledgers. These organizational documents are true and correct
      in
      all material respects.

     

    F. Financial
      Records of the Company.
      Seller
      and Company have provided Buyer with access to income statement, balance sheet,
      depreciation schedules, etc (the “Financial
      Records”).
      The
      Financial Records are true and correct in all material respects.

     

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

     

    H. Noncontravention.
      Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby (including the assignments and assumptions
      referred to in Section II above), will (i) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which the Seller
      or Company is subject or any provision of the charter or bylaws of the Seller
      or
      Company or (ii) conflict with, result in a breach of, constitute a default
      under, result in the acceleration of, create in any party the right to
      accelerate, terminate, modify, or cancel, or require any notice under any
      material agreement, contract, lease, license, instrument, or other arrangement
      to which the Seller or Company is a party or by which it is bound or to which
      any of its assets is subject (or result in the imposition of any security
      interest, lien, or encumbrance upon any of its assets). The Seller or Company
      does not need to give any notice to, make any filing with, or obtain any
      authorization, consent, or approval of any government or governmental agency
      in
      order for it to consummate the transactions contemplated by this Agreement
      (including the assignments and assumptions referred to in Section II
      above).

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    I. Legal
      Compliance.
      The
      Seller has complied with all applicable laws material to its business (including
      rules, regulations, codes, plans, injunctions, judgments, orders, decrees,
      rulings, and charges thereunder) of federal, state, local, and foreign
      governments (and all agencies thereof), and no action, suit, proceeding,
      hearing, investigation, charge, complaint, claim, demand, or notice has been
      filed or commenced against the Seller alleging any failure so to comply which
      could in any way affect Seller’s ability to perform its obligations under this
      Agreement. 

     

    J. Brokers'
      Fees.
      Other
      than as otherwise set out herein, the Company has no liability or obligation
      to
      pay any fees or commissions to any broker, finder, or agent with respect to
      the
      transactions contemplated by this Agreement for which the Buyer could become
      liable or obligated. 

     

    K. Title
      to Assets.
      The
      Company has good and marketable title to, or a valid leasehold interest in,
      the
      properties and assets used by it, located on its premises, or shown on its
      most
      recent balance sheet dated December 31, 2005 (attached hereto as Exhibit B)
      or
      acquired after the date thereof, free and clear of all security interests or
      restrictions on transfer, except for properties and assets disposed of in the
      ordinary course of business since December 31, 2005. This Agreement and all
      of
      the documents, instruments and agreements related hereto have been duly and
      validly executed and delivered by the Seller, as appropriate, and are valid
      and
      binding obligations of the Seller, enforceable in accordance with their terms.
      

     

    L. Deferred
      Revenue.
      As of
      Closing, the Deferred Revenue amount is believed to be approximately
$190,000
      Canadian.

     

    M. Contracts
      and Agreements.
      The
      Seller has delivered to the Buyer a correct and complete copy of each of the
      Company’s written contracts. With respect to each such agreement: (A) the
      agreement is legal, valid, binding, enforceable, and in full force and effect
      in
      all material respects; (B) no party is in material breach or default, and no
      event has occurred which with notice or lapse of time would constitute a
      material breach or default, or permit termination, modification, or
      acceleration, under the agreement; and (C) no party has repudiated any material
      provision of the agreement. Except as may otherwise be set out in Canadian
      law,
      the Company may assign all accounts, contracts, agreements, and service
      agreements related in any way to the Customers to Buyer without the consent
      of
      the Customers.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    N. Accounts
      Receivable.
      To the
      best of Seller’s actual knowledge, all Accounts Receivable of the Company which
      are part of the Assets, as referred to in Section II.A.3 hereof, are reflected
      properly on the books and records of the Company, are valid receivables subject
      to no setoffs or counterclaims, are current and believed to be collectible,
      and
      will be collected in accordance with their terms at their recorded amounts.
      

     

    O. Internet
      Service Business Warranties.
      Substantially all of the Internet Service Business services have conformed
      in
      all material respects with all applicable contractual commitments and all
      undisclaimed express and implied warranties, and the Company has no material
      liability (whether known or unknown, whether asserted or unasserted, whether
      absolute or contingent, whether accrued or unaccrued, whether liquidated or
      unliquidated, and whether due or to become due) for damages in connection
      therewith. All the Internet Service Business services are subject to standard
      terms and conditions which are set out at www.netrover.com. 

     

    P. Internet
      Service Business Liabilities.
      To the
      best of Seller’s actual knowledge and the actual knowledge of the Controller of
      the Company, the Company does not have any material liability (whether known
      or
      unknown, whether asserted or unasserted, whether absolute or contingent, whether
      accrued or unaccrued, whether liquidated or unliquidated, and whether due or
      to
      become due) other than those set forth on the Most Recent Balance
      Sheet.

     

    Q. Intellectual
      Property.
      The
      Company has not interfered with, infringed upon, misappropriated, or violated
      any material Intellectual Property rights of third parties in any material
      respect, and neither the Company nor Seller has ever received any charge,
      complaint, claim, demand, or notice alleging any such interference,
      infringement, misappropriation, or violation (including any claim that the
      Company must license or refrain from using any Intellectual Property rights
      of
      any third party). To the best knowledge of Seller, no third party has interfered
      with, infringed upon, misappropriated, or violated any material Intellectual
      Property rights of the Company in any material respect. 

     

    R. Litigation.
      Neither
      the Company nor the Seller is (i) subject to any outstanding injunction,
      judgment, order, decree, ruling, or charge or (ii) a party or, to its knowledge,
      threatened to be made a party to any action, suit, proceeding, hearing, or
      investigation of, in, or before any court or quasi-judicial or administrative
      agency of any federal, state, local, or foreign jurisdiction or before any
      arbitrator, which, individually or in the aggregate, if adversely determined,
      could materially impair the Assets or the ability of the Seller to perform
      any
      of its obligations hereunder. Furthermore, there are no defaults by the Seller
      or the Company under any applicable order, writ, injunction, decree or award
      of
      any court or arbitrator or any governmental department, board, agency or
      instrumentality which would materially impair either the Company’s or Seller’s
      ability to perform any of their obligations hereunder.

     

    S. Disclosure.
      The
      Seller has reviewed all information known to it and has disclosed to Buyer
      all
      known material information relevant to the Assets. None of the representations
      and warranties made by Seller in this Agreement or in any document or exhibit
      to
      be furnished by it hereto, or on its behalf, contains or will contain any untrue
      statements of material fact, or omit any fact the omission of which would be
      materially misleading.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
      	
              V.

            	
              REPRESENTATIONS
                AND WARRANTIES OF BUYER.

            


    

    


    A. Organization
      of Buyer.
      Buyer
      is corporation duly organized, validly existing, and in good standing as a
      domestic corporation under the laws of the State of Nevada and has the corporate
      power to carry on its business as now conducted and to perform its obligations
      hereunder.

    


    B. Authority
      of Buyer.
      Buyer
      has full power and authority to enter into and perform all its obligations
      under
      this Agreement, and all proceedings necessary to duly authorize the execution
      and delivery of this Agreement by the officer executing the same on the
      respective Buyer’s behalf have been taken and this Agreement is the legal and
      binding obligation of the Buyer, enforceable in accordance with its terms and
      conditions applicable to Buyer.

    


    C. Litigation.
      There
      are no actions, suits, proceedings or investigations pending or, to the actual
      knowledge of Buyer, threatened against Buyer. Buyer is not in default with
      respect to or subject to any outstanding judgment, order, writ, injunction,
      decree, assessment or other similar command of any court or federal, state,
      municipal or other governmental department, commission, board, bureau, agency
      or
      instrumentality, domestic or foreign, affecting it.

    


    D. Compliance
      with Laws.
      Buyer
      has complied with all laws, regulations and orders applicable to its
      business.

    


    E. Noncontravention.
      The
      execution and delivery by Buyer of this Agreement, the consummation by Buyer
      of
      the transactions contemplated hereby, and the compliance by Buyer with the
      terms
      hereof, will not:

    


    1. conflict
      with, violate or result in the breach of or contravene any of the terms
      conditions or provisions of, or constitute a default under, Buyer’s articles of
      incorporation, bylaws, or in any material respect, any law, regulation, order,
      writ, injunction, decree, determination or award of any court, governmental
      department, board, agency or instrumentality, domestic or foreign, or any
      arbitrator applicable to Buyer or its assets and properties; or

    


    2. result
      in
      the conflict with, the material breach of any term or provision of, the
      termination of, or the acceleration or permitting the acceleration of the
      performance required by the terms of, or constitute a default under or require
      the consent of any party to, any loan agreement, indenture, mortgage, deed
      of
      trust or other contract, agreement or instrument, to which Buyer is a party
      or
      by which it is bound; or

    


    3. conflict
      with any organizational documents or other agreements, licenses or permits
      of
      any kind relating to the formation, management, operation or other activity
      of
      Buyer.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    F. Governmental
      Approvals.
      No
      authorization, approval or consent of any governmental or regulatory authority
      or agency is necessary to permit Buyer to execute and deliver this Agreement
      and
      to perform its obligations hereunder.

    


    G. Brokers'
      Fees.
      The
      Buyer has agreed to pay Brampton Capital a commission based on 36% of the
      Company’s December 2005 Internet Business Service net revenues and agrees to
      hold Seller harmless from fee claims by Brampton Capital and any other broker
      or
      agent engaged by Buyer.

    


    H. 
      Disclosures.
      No
      representation, warranty or covenant by Buyer in this Agreement, or any
      certificate or any other instrument furnished or to be furnished to Seller
      pursuant hereto or in connection with the transactions contemplated hereby,
      contains or will contain any untrue statement of material fact or omits or
      will
      omit any material fact which will make the statements contained herein or
      therein materially misleading.

    


    I. Personal
      Guaranty.
      The
      Guaranty of Buyer’s performance under this Agreement by the Erhartics (attached
      hereto as Exhibit C) is a legal and binding obligation of such guarantors,
      enforceable in accordance with its terms and conditions. 

    


    J. Registration
      of Shares.
      Buyer
      warrants that the Sitestar Shares (SYTE) shall be registered with the Securities
      and Exchange Commission (or otherwise exempt from registration and the transfer
      of such shares to Seller will not violate any federal securities laws) and
      shall
      be eligible for public sale in public OTC securities markets by Seller as of
      March 1, 2006 insofar as this requires action by Buyer. 

    


    
      	
              VI.

            	
              COVENANTS

            


    

    


    A. Payment
      of Post-Closing Monies Received.
      Seller
      will immediately upon receipt forward to Buyer any and all monies received
      or
      collected by the Seller on or after the Closing Date related to Customers and/or
      the Current Accounts Receivable. 

    


    B. Compliance
      with Note.
      Buyer
      shall at all times remain in full compliance with the terms and conditions
      set
      forth in the Note to be executed at the Closing.

    


    C. Non-Compete
      Agreement.
      Seller
      has entered into a 3-year non-compete agreement pertaining to not selling
      Internet connectivity and hosting services in Canada in the form attached hereto
      as Exhibit D. The Parties acknowledge that this non-compete agreement is
      integral to the transactions contemplated hereunder and the Buyer would not
      enter into the transaction absent such agreement.

    


    D. Further
      Acts.
      Each
      Party shall on the reasonable request of the other Party execute and deliver
      in
      proper form any instruments and documents and perform any and all acts necessary
      or desirable for perfecting in the other Party title to all items intended
      to be
      transferred under this Agreement and placing that Party in actual possession
      of
      the item(s).

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    E. Assistance
      with Transition.
      Seller
      will provide reasonable transition services to Buyer in order to help the smooth
      transfer of all Customers, contracts and other Assets to Buyer. Buyer shall
      reimburse Seller for any actual out-of-pocket costs (excluding salaries of
      employees of Seller) in excess of $500 incurred in providing such transition
      services.

    


    F. No
      Other Brokers.
      Each
      Party represents that there have been no other intermediaries involved in this
      sale/purchase who might claim a brokers or finders fee or similar fee other
      than
      Brampton Capital.

    


    G. Services
      Purchased through Seller.
      Buyer
      covenants that the Company will transition or terminate services from Propel
      Software Corporation and YourNetPlus, Inc. that it purchases indirectly through
      Seller as soon as practical after the Closing. When a calendar month has passed
      and/or when a service has been transitioned to the Company or terminated, Seller
      will invoice the Company for the cost of the monthly service or to the date
      the
      Company is no longer purchasing it through Seller, as applicable, and the
      Company will pay such invoice(s) within ten days of receipt of such invoice(s).
      In like manner, Seller will terminate its insurance coverage for the Company
      on
      the business day immediately following the Closing and invoice the Company
      and
      the Company will pay for its prorata share of the premium from January 1, 2006
      through the date the coverage is terminated. 

    


    
      	
              VII.

            	
              INDEMNIFICATION

            


    

    


    A. Buyer
      agrees to indemnify, defend and hold the Seller and its successors and assigns,
      harmless against any and all losses, damages, demands, claims, assessments,
      actions, taxes, deficiencies, penalties, interest, reasonable attorney’s fees,
      costs and expenses, arising out of, or incident to, any of the following (the
      “Losses”): (i) any inaccuracy, misrepresentation or breach of any warranty made
      by Buyer in this Agreement; (ii) any failure by Buyer to perform in accordance
      with the terms hereof any of the obligations or covenants to be performed by
      it
      hereunder; and (iii) any liabilities of the Company which arise after the
      Closing. The indemnification obligations of the Buyer under this Section VII.A
      and the representations, warranties, agreements and covenants of the Buyer
      under
      this Agreement shall survive the Closing for a period of two (2) years from
      the
      Closing Date.

    


    B. The
      Seller agrees to indemnify, defend and hold the Buyer and its shareholders,
      directors, officers, affiliates, successors and assigns harmless against any
      and
      all Losses (as defined above) arising out of or incident to any of the
      following:

    


    1. any
      inaccuracy, misrepresentation or breach of any representation or warranty made
      by Seller in this Agreement;

    


    2. any
      failure by the Seller to perform in accordance with the terms hereof any of
      the
      agreements, obligations or covenants to be performed by it
      hereunder;

    


    3. any
      liability of the Seller, whether accrued, absolute, contingent or otherwise,
      and
      whether due or to become due unless otherwise expressly assumed by Buyer
      pursuant to this Agreement and the documents and agreements executed pursuant
      hereto; and

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    4. any
      claim
      related to the Seller or to the Assets in which the principal event giving
      rise
      thereto occurred prior to Closing, including, but not limited to, claims of
      ownership of Assets by Customers or other parties, taxes of all kinds, any
      claim
      made under the Bulk Transfers Title of the Virginia Uniform Commercial Code,
      and
      any claim, damage or liability resulting from lack of compliance with laws
      or
      governmental regulations, whether federal, state or local. 

    


    The
      indemnification obligations of the Seller under this Section VII.B and the
      representations, warranties, agreements and covenants of the Seller under this
      Agreement shall survive the Closing for a period of two (2) years from the
      Closing Date. Any available insurance will first satisfy any such claims and
      offset Seller’s liabilities hereunder.

    


    C. Within
      thirty (30) days of the assertion of any claim or discovery of material facts
      upon which Seller or Buyer (the “Indemnitee”) intends to base a claim for
      indemnification hereunder, Indemnitee shall give written notice to the party
      against whom the claim is made (the “Indemnitor”) of such claim or facts. The
      Indemnitor shall have the right to participate jointly with the Indemnitee
      in
      the defense of any claim, demand, lawsuit or other proceeding in connection
      with
      which the Indemnitee claims indemnification hereunder and with respect to any
      issue involved in such claim, demand, lawsuit or other proceeding as to which
      the Indemnitor shall have acknowledged the obligation to indemnify the
      Indemnitee hereunder, the Indemnitor shall have the sole right to settle or
      otherwise dispose of such claim, demand, lawsuit or other proceeding on such
      terms as the Indemnitor, in its or his sole discretion, shall deem
      appropriate.

    


    D. In
      the
      event the Indemnitor elects, within thirty (30) days of the receipt of the
      original notice thereof, to contest such claim by written notice to the
      Indemnitee, the Indemnitee will be entitled to be paid hereunder within five
      (5)
      days after the final determination of such contest either by written
      acknowledgment of the Indemnitor or a final judgment of a court of competent
      jurisdiction. If the Indemnitor does not so elect, the Indemnitee shall be
      paid
      promptly and in any event within thirty-five (35) days
      after receipt by the Indemnitor of the notice of the claim.

    


    
      	
              VIII.

            	
              MISCELLANEOUS

            


    

    


    A. This
      Agreement shall not confer any rights or remedies upon any person other than
      the
      Parties and their respective successors and permitted assigns.

    


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

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    C. This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective successors and permitted assigns. No Party may assign either
      this Agreement or any of its rights, interests, or obligations hereunder without
      the prior written approval of the other Party; provided, however, Seller may
      assign the Note.

    


    D. Each
      Party shall be responsible for its own legal and transactional expenses,
      including, unless otherwise stated herein, the cost of any fees owed to any
      broker or finder engaged by a Party in connection with the transactions
      contemplated by this Agreement.

    


    E. All
      covenants, agreements, representations and warranties of the parties made herein
      and in the certificates, lists, exhibits, schedules or other written information
      delivered, attached, or furnished in connection therewith and herewith shall
      be
      deemed material and to have been relied upon by the other Party, and, except
      as
      provided otherwise in this Agreement, shall survive the delivery of the
      certificates representing the shares and the payment of the Purchase Price
      and
      shall bind the respective successors and permitted assigns of the Parties,
      whether so expressed or not, and, except as provided otherwise in this
      Agreement, all such covenants, agreements, representations and warranties shall
      inure to the benefit of each Party’s respective successors and permitted
      assigns, whether so expressed or not.

    


    F. This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together will constitute one and the same
      instrument. The facsimile signature of any Party shall be deemed to be an
      original signature of such Party and shall be given the same effect as an
      original signature of such Party.

    


    G. The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this Agreement.
      The Recitals at the beginning are a legally binding portion of this
      Agreement.

    


    H. This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the Commonwealth of Virginia, without regard to its conflict of laws,
      rules or principles.

    


    I. The
      Parties hereto have agreed upon the text of a press release announcing, among
      other things, the execution and Closing of this Agreement, which press release
      may be disseminated by Buyer promptly following the Closing.

    


    J. No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by authorized officers of the Parties. No waiver
      by any Party of any default, misrepresentation, or breach of warranty or
      covenant hereunder, whether intentional or not, shall be deemed to extend to
      any
      prior or subsequent default, misrepresentation, or breach of warranty or
      covenant hereunder or affect in any way any rights arising by virtue of any
      prior or subsequent such occurrence. The applicable Party may waive any
      condition specified in this Agreement if its president or other duly authorized
      officer executes a writing so stating.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

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

    


    L. The
      Parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the Parties
      and no presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this Agreement.
      Any reference to any federal, state, local, or foreign statute or law shall
      be
      deemed also to refer to all rules and regulations promulgated thereunder, unless
      the context requires otherwise. The word “including” shall mean including
      without limitation. The exhibits identified in this Agreement are incorporated
      herein by reference and made a part hereof.

    


    M. All
      notices and communications pursuant to this Agreement shall be in writing and
      shall be deemed properly given and effective when received if (a) personally
      delivered, (b) sent by a national overnight delivery service providing evidence
      of delivery, or (c) sent by confirmed facsimile, to the following:

    


    If
      to
      Seller, to:

    


    ISOMEDIA,
      INC. 

    Attn:
      President

    2457
      152nd
      Ave.
      NE

    Redmond,
      WA 98052        Fax
      number 425-869-9437

    


    If
      to
      Buyer, to: 

    


    SITESTAR
      CORPORATION 

    7109
      Timberlake Road, #201

    Lynchburg,
      VA 24502        Fax
      number 434-239-0744

    


    N. If
      either
      Party hereto shall breach any of the terms hereof, such Party shall pay to
      the
      non-defaulting Party all of the non-defaulting Party's costs and expenses,
      including attorney's fees, incurred by such Party in enforcing the terms of
      this
      Agreement.

    


    IN
      WITNESS WHEREOF, the Parties hereto have hereunto set their hands and seals
      as
      of the day and year first written above.

    


    
      

      
        	
                ISOMEDIA,
                  INC.

              	 	
                SITESTAR
                  CORPORATION

              
	 	 	 
	 	 	 
	 	 	 
	
                 

              	 	
                 

              
	
                By:
                  K. Bruce Straughan

              	 	
                By:
                  Frank R. Erhartic, Jr.

              
	
                Title:
                  President

              	 	
                Title:
                  President & CEO

              


      

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

    

    


     Exhibit
      A

    


    NOTE

    
      
        	$403,551	
                January
                  6,
                  2006

              


      

    

    


    For
      value
      received and acknowledged, Sitestar Corporation, a Nevada corporation hereby
      promises to pay to the order of ISOMEDIA, INC. at 2457 152nd
      Avenue
      NE, Redmond, WA 98052 (together with any assignee, herein the “holder”), the sum
      of Four Hundred Three Thousand Five Hundred and Fifty-One dollars ($403,551),
      without interest. 

    


    This
      Note
      shall be payable in twelve (12) equal monthly installments, each of which shall
      be in the amount of Sixteen Thousand Eight Hundred Fourteen and 63/100 dollars
      ($16,814.63). The first installment shall be due and payable to holder on
      February 6, 2006 and successive installments shall be due and payable on the
      sixth day of each month thereafter until this Note is paid in full. Payments
      shall be applied first to any late payment charges, and the remainder to
      principal. A final balloon payment of the entire unpaid principal balance shall
      be due and payable on January 6, 2007, which payment shall be adjusted in
      accordance with the adjustment provisions of Section III of the Stock Purchase
      Agreement dated January 1, 2006 between the parties hereto.

    


    Acceptance
      by the holder of partial or delinquent payments or the failure of the holder
      to
      exercise any right hereunder shall not waive any obligation of payor or right
      of
      the holder, or modify this Note, or waive any other similar default. Sitestar
      Corporation as payor does hereby waive presentation of payment, notice of
      non-payment, protest and notice of protest, and does hereby agree to all
      mutually agreed extensions and renewals of this Note without notice. Invalidity
      of any portion of this Note shall not affect the remainder of this
      Note.

    


    In
      the
      event of failure to pay when due any installment of this Note within seven
      (7)
      days of the due date, the holder may declare the unpaid principal on this Note
      immediately due and payable. A $100 late charge will be added to the principal
      of this Note for any payment that is received by the holder more than seven
      (7)
      days after it is due. In the event this Note is placed in the hands of an
      attorney for collection, the undersigned payor agrees to pay an additional
      amount equal to the costs, including attorneys fees, incurred in enforcing
      collection. This Note shall be binding on any assignees or successors in
      interest of payor.

    


    Payor
      agrees to notify Isomedia, Inc. at least thirty (30) days prior to any change
      in
      ownership or management of Sitestar Corporation or any successor in interest,
      or
      any circumstances which could effect the satisfactory fulfillment of this
      Note.

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    This
      Note
      shall be governed by the laws of the State of Virginia. Payment of this Note
      has
      been guaranteed by Frank and Julia Erhartic.

    


    SITESTAR
      CORPORATION

    


    


    By:
      _____________________________ 

    President 

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    Exhibit
      B

    


    (balance
      sheet of Netrover - TO
      BE FINISHED BY THE COMPANY'S CONTROLLER ABOUT JAN.
      12-15,2006)

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    


    Exhibit
      C

    


    GUARANTY
      

    


    This
      Guaranty (the “Guaranty”)
      is
      entered into the 1st day of January, 2006, by Frank R. Erhartic Jr. and Julia
      E.
      Erhartic (collectively referred to herein as "Guarantors")
      in
      favor of ISOMEDIA,
      Inc.,
      a
      Washington corporation ("ISOMEDIA").

    


    Guarantors’
      company Sitestar Corporation (the “Buyer”)
      and
      ISOMEDIA have entered into a Stock Purchase Agreement dated as of January 1,
      2006 (the "Purchase
      Agreement"),
      concerning Buyer’s purchase from ISOMEDIA of ISOMEDIA’s wholly-owned subsidiary
      Netrover Inc.
      Guarantors
      have agreed, as
      a
      condition to the closing under the Purchase Agreement and as
      an
      inducement to ISOMEDIA (i) to enter into and perform its obligations under
      the
      Purchase Agreement
      and
      (ii) to make the extension of credit to Buyer described in the Purchase
      Agreement,
      to
      guarantee Buyer’s
      payment when due, and timely performance of its obligations under the Purchase
      Agreement and the Promissory Note dated as of January 1, 2006, by Buyer
      in favor
      of ISOMEDIA and identified in the Purchase Agreement (the “Note”).
      

    


    NOW,
      THEREFORE, in consideration of the premises, as a material inducement to
      ISOMEDIA to enter into the Purchase Agreement and to consummate the transactions
      contemplated by the Purchase Agreement (including, without limitation, extending
      credit to Buyer), and for other good and valuable consideration, the receipt
      and
      sufficiency of which are acknowledged, Guarantors, jointly and severally, agree
      as follow:

    


    Guaranty.
      Each of
      the Guarantors
      absolutely and unconditionally guarantees full and punctual payment when due
      and
      the timely performance of Buyer’s
      obligations under the Note, including all renewals, extensions and modifications
      thereof, and the Purchase Agreement, including any modifications thereof,
      together with all costs of collection that ISOMEDIA incurs in collecting
Buyer’s
      obligations under the Note or Purchase Agreement and in enforcing any of
      ISOMEDIA’ rights under this Guaranty (these obligations, fees, charges and
      costs, individually and collectively, the "Obligations").
      Each
      of
      the Guarantors
      will,
      upon demand, pay to ISOMEDIA the amount due or, as appropriate, perform the
      Obligation, when any of the Obligations becomes and remains due and unpaid
      or
      unperformed. 

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    Unconditional
      Nature.
      This
      Guaranty is an absolute unconditional guaranty of payment and performance and
      is
      made and will continue as to all Obligations without regard to:

    any
      other
      persons obligated with respect to any Obligations, 

    the
      validity or enforceability of any Obligations or any agreements relating to
      the
      Obligations, 

    the
      dissolution or any bankruptcy, insolvency or reorganization proceeding of
Buyer
      or any
      other subsidiary of Guarantor, or 

    the
      release of Buyer,
      by
      operation of law or otherwise, from any Obligation or this Guaranty, or any
      other circumstance that might otherwise constitute a defense available to or
      a
      discharge of Buyer in respect of any Obligation or of Guarantors with respect
      to
      this Guaranty (other than payment of the Obligations in accordance with their
      terms). 

     

    Modification
      of the Obligations.
      Any of
      the Obligations and any agreements relating to the Obligations may, from time
      to
      time, without notice to or consent of Guarantors, be renewed, extended,
      modified, accelerated, released, surrendered, settled, compromised or waived,
      with or without consideration, on such terms as are acceptable to ISOMEDIA,
      without in any manner affecting Guarantors’ liability under this Guaranty.
      ISOMEDIA need not first file any suit or exhaust any remedy against Buyer,
      any
      other guarantor, or any other person obligated with respect to any Obligations
      before proceeding against any of the Guarantors under this Guaranty. ISOMEDIA
      may pursue any or all of its remedies at one time or at different
      times.

     

    Waiver
      by Guarantor.
      Guarantors waive (a) notice of acceptance of this Guaranty, (b) notice of the
      renewal, modification or extension of any Obligation, demand, notice of default
      or nonpayment, (c) all other notices or formalities to which Guarantors may
      be
      entitled, and (d) any right to promptness in making any claim or demand under
      this Guaranty.

     

    Rescission
      of Payment.
      If at
      any time payment or performance, or any part of any payment or performance,
      of
      any of the Obligations is rescinded or must otherwise be returned by ISOMEDIA
      to
Buyer,
      upon
      the insolvency, bankruptcy or reorganization of Buyer
      or
      otherwise, this Guaranty will continue to be effective or will be reinstated,
      as
      the case may be, all as though payment had not been made.

     

    Subrogation.
      Guarantors will not exercise any right of subrogation with respect to any
      payment or performance made under this Guaranty or otherwise, unless and until
      all Obligations have been paid or performed in full. If any payment is made
      to
      Guarantors on account of any subrogation right at any time when all Obligations
      have not been paid or performed in full, Guarantors will pay any amount so
      paid
      to ISOMEDIA to be applied to any of the Obligations, whether matured or
      unmatured.

     

    Severability.
      If any
      portion of this Guaranty is held to be invalid or inoperative by a court of
      competent jurisdiction, the other portions of this Guaranty will be deemed
      to be
      valid and operative and, so far as reasonable and possible, effect will be
      given
      to the intent manifested by the portion held to be invalid or
      inoperative.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    Headings.
      The
      paragraph headings in this Guaranty are for reference purposes only and are
      not
      intended in any way to describe, interpret, define or limit the extent or intent
      of this Guaranty, or of any part of this Guaranty.

     

    Assignment;
      Binding Nature.
      Guarantors will not assign this Guaranty without ISOMEDIA’s prior written
      consent. ISOMEDIA may assign this Guaranty at any time. Subject to the
      preceding, this Guaranty is binding upon, inures to the benefit of and
      enforceable by the parties of this Agreement and their respective successors
      and
      permitted assigns. 

     

    Governing
      Law and Binding Nature.
      This
      Guaranty will be governed by the internal laws of the State of Virginia.


    


    IN
      WITNESS WHEREOF, Guarantor has executed this Agreement effective for all
      purposes as of the date first set forth above.

     

     

    
      	 	 
	 	Frank R. Erhartic Jr.
	 	 
	 	 
	 	 
	 	Julia E.
              Erhartic


    

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    


    Exhibit
      D

    


    NON-COMPETE/NON-SOLICITATION
      AGREEMENT

    


    This
      AGREEMENT
      is
      entered into as of the 1st
      day of
      January 2006 by and between Sitestar Corporation (“Sitestar”) on behalf of its
      wholly-owned subsidiary Netrover, Inc. (such subsidiary herein referred to
      as
      the “Company”) and Isomedia, Inc. (“Seller”).

     

    For
      value
      received in relation to a Stock Purchase Agreement of even date between the
      Seller and Sitestar and for good and valuable consideration the receipt and
      sufficiency of which are hereby acknowledged, Sitestar Corporation and Seller
      hereby covenant and agree as follows:

    


    1. During
      the Restricted Period, the Seller will

    


    a. Not
      compete directly or indirectly in the Restricted Area; provided, however, if
      Seller shall sell all or substantially all of a segment(s) of its business
      in
      the USA to an unaffiliated third party, Seller shall not have any responsibility
      for the activities of said third party.

    


    b. Not
      induce or attempt to persuade any current or future employee, manager, or other
      participant in the Company’s or Sitestar’s business to terminate such employment
      or other relationship in order to enter into any relationship with the Seller,
      any business organization in which the Seller is a participant in any capacity
      whatsoever, or any other business organization in competition with the Company’s
      or Sitestar’s business in the Restricted Area; or

    


    c. Not
      use
      contracts, proprietary information, trade secrets, confidential information,
      customer lists, mailing lists, goodwill, or other intangible property used
      or
      useful in connection with the Company’s business (the
“Information”).

    


    d. Retain
      the Information as confidential and will not use said information on its own
      behalf or disclose same to any third party.

    


    e. Not
      compete by means of solicitation or other dealings with the Company’s customers
      anywhere in the Restricted Area.

    


    2. For
      purposes of this Agreement, the following terms shall have the following
      meanings:

    


    a. “Restricted
      Period”
shall
      mean three (3) years from the date of this Agreement.

    


    b. “Restricted
      Area”
shall
      include the entire country of Canada.

    


    c. “not
      compete”
as
      used
      herein shall mean that the Seller shall not own, manage, operate, consult for
      or
      be employed in a business the same as or substantially similar to or competitive
      with the Internet business of the Company and its affiliates, successor, and
      assigns (the “Restricted Business”).

    


    3. Notwithstanding
      anything herein to the contrary, the Seller may own less than five percent
      of
      the outstanding equity securities of a corporation that is engaged in the
      Restricted Business if the equity securities of such corporation are listed
      for
      trading on a national stock exchange or are registered under the Securities
      Exchange Act of 1934.

    


    4. If
      any
      portion of this Agreement shall be invalid or unenforceable, such invalidity
      or
      unenforceability shall in no way be deemed or construed to affect in any way
      the
      enforceability of any other portion of this Agreement. The parties hereto
      specifically agree that the consideration, term, territory and scope of this
      Agreement are reasonable and Company and Seller waive any claim or defense
      to
      the enforcement of same which are based on the reasonableness of the
      consideration, term, territory, or scope of this Agreement. 

    


    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    5. If
      any
      Court in which Company seeks to have the provisions of this Agreement
      specifically enforced determines that the activities, time or geographic area
      hereinabove specified are too broad, such Court may determine a reasonable
      activity, time or geographic area and shall specifically enforce this Agreement
      for such activity, time and geographic area.

    


    6. This
      Agreement shall be construed in accordance with the laws of the Commonwealth
      of
      Virginia without regard to its choice of law provisions.

    


    7. Notwithstanding
      anything herein to the contrary, the Seller (1) may continue to service its
      existing customers in British Columbia, Canada, (2) may continue to sell CD/DVD
      duplication and replication services in British Columbia, and (3) sell internet
      services/products (website hosting, collocation, Spam Catcher, etc.) in British
      Columbia, but shall not sell DSL or dial-up internet connectivity
      services.

    


    8. Seller
      shall pay all costs and expenses, including attorney’s fees, incurred by Company
      or Sitestar in enforcing the terms of this Agreement.

    


    Executed
      this 6th
      day of
      January, 2006.

    


    
      	 	
              SITESTAR
                CORPORATION 

               

              By__________________________________
                

               

              Its________________________________

            
	 	 
	 	
              ISOMEDIA,
                INC.

               

              By__________________________________

              Its
                President

            


    

    


    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    


    Exhibit
      E

    


    DOMAIN
      NAMES BEING TRANSFERRED

    


    netrover.com

    


    netrover.net

    


    ihermes.com

    


    intouch.bc.ca

    


    max-net.com

    


    helptek.net

    


    nroffice.com

    


    
      
         

      

      
        25