Exhibit 10.1





 


ASSET
PURCHASE AGREEMENT


 


This Asset Purchase
Agreement (this "Agreement"), dated as of 1st day of March, 2018, is entered into between ECS PREPAID LLC,
a Missouri limited liability company ("Seller"), whose principal address is 1615 S. Ingram Mill, Bldg B, Springfield,
Missouri 65807, and GOPHER PROTOCOL INC.,
a Nevada corporation ("Buyer"), whose principal address is 2500 Broadway Blvd., Suite F-125, Santa Monica, CA 90404.


 


Recitals


 


WHEREAS, Seller
wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets (including
or even in specific intellectual properties that “form” a software), and certain specified liabilities, of the Business,
subject to the terms and conditions set forth herein. (Purchase and sale of the assets and all related transactions, are referred
to herein as the “Transaction”).


 


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.             Purchase
and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, assign and deliver
to Buyer, and Buyer agrees to purchase, acquire and take assignment and delivery of the properties and assets hereinafter set forth
vested under designated corporation in formation - as wholly own subsidiary of Buyer (the “Assets”), as more particularly
described on Exhibit “A”, attached hereto and incorporated herein by this reference:


 


(a)           Inventory.
All of the inventory of the Seller, wherever located, including all finished goods, work in process, raw materials, spare parts
and all other materials and supplies to be used or consumed by Seller in the production of finished goods and in the operation
of the Assets, (collectively, the “Inventory”).


 


(b)          Contracts.
All of the rights, titles, interests and benefits accruing to Seller under those rental, sales, supply, purchase order, service,
sign, maintenance, equipment, any and all telephone and other contracts or leases relating to the Assets, all of Seller’s
rights accruing under any so-called Non-Compete Agreements in favor of Seller, and any other contracts or leases relating to the
operation of the Assets (“Contracts”);


 


(c)           Licenses
and Permits. Any and all transferable consents, authorizations, variances or waivers, licenses, permits, registrations, certificates,
approvals and similar rights from any governmental or quasi-governmental agency, department, board, commission, bureau or other
entity or instrumentality with respect to the Assets (collectively, the “Licenses”) held by or granted to Seller;


 


(d)           Intangible
Assets. All of Seller’s goodwill associated with the Assets, including the telephone number, domain name and web page, if
any, customer lists, employee lists, supplier lists, and prospect lists associated with Sellers’ Assets, all trademarks,
service marks and their associated goodwill, trade secrets and confidential information, to the extent transferable (collectively
the “Intangible Assets”).


 




     


     


    

 


(e)           All
Intellectual Properties which include codes and keys that compile a software which allow “processing” prepaid platform
of ACH funds from merchant bank account to providers of the purchased service (“IP”) .


 


2.             Purchase
Price; Payment; Assumed Liabilities; Allocations.


 


(a)           Purchase
Price; Payment and Other Consideration. The purchase price for the Assets shall be ONE MILLION and ONE HUNDRED THOUSAND 00/100
DOLLARS ($1,100,000.00) plus FIVE HUNDRED THOUSAND (500,000) new COMMON SHARES of Buyer, and FIVE HUNDRED
THOUSAND (500,000) WARRANTS with a strike price of $1.85 expiring on February 28, 2023 (see WARRANT AGREEMENT),
as follows, subject to proration as set forth herein (the “Purchase Price”). Payment of the Purchase Price and other
consideration shall be made as follows:


 


A.       At
Closing, Buyer shall pay Seller cash in the sum of ONE HUNDRED THOUSAND and 00/100 DOLLARS ($100,000.00);


 


B.       
At Closing, Buyer shall execute a secured promissory note in favor of the Seller in the amount of ONE MILLION and 00/100 DOLLARs
($1.000,000.00) in favor of the Seller (the “Note”);


 


C.       At
Closing, Buyer shall issue FIVE HUNDRED THOUSAND (500,000.00) of shares of common stock at the then trading value at Closing
to DENNIS WINFREY or assignee;


 


D.       At
Closing, Buyer shall execute a Warrant Agreement in favor of the Seller for FIVE HUNDREDTHOUSAND (500,000.00) Warrants with
a strike price of $1.85 expiring on February 28, 2023.


 


(b)          Assumption
of Liabilities. At Closing, in addition to payment of the Purchase Price, Buyer shall assume and agree to pay, discharge, and perform
the following, and only the following and no other, obligations and liabilities of Seller (the “Assumed Liabilities”):


 


Seller’s liabilities
incurred after the “Effective Date” (hereafter defined) by Buyer pursuant to the Assumed Contracts, but only to the
extent such obligations and liabilities accrue and arise after the Effective Date and are not caused by or related to any action
or inaction by Sellers, or any other party occurring prior to the Effective Date.


 


Except for the specific
Assumed Liabilities as defined above, Buyer shall not assume, pay or otherwise be liable for any other obligations, liabilities
or debts of Seller of any nature whatsoever.


 


(c)           Retained
Liabilities. The “Retained Liabilities” as set forth in this section (d) shall remain the sole responsibility of and
shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every obligation
and liability of Seller other than the Assumed Liabilities, including, without limitation:


 




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A.       any
obligation or liability of any nature whatsoever arising out of or relating to products sold or distributed by Seller to the extent
manufactured, sold, or distributed sold prior to the Effective Date;


 


B.       any
obligation or liability of any nature whatsoever under any Contract that arises after the Effective Date but that arises out of
or relates to any breach that occurred prior to the Effective Date;


 


C.       any
obligation or liability of any nature whatsoever for taxes, fees, or assessments of any nature, whether deferred or not, (A) arising
as a result of Seller’s operation of its Business or ownership of the Assets prior to the Effective Date, (B) that will arise
as a result of the sale of the Assets pursuant to this Agreement;


 


D.       any
obligation or liability of any nature whatsoever under any employee benefit plans of Seller or relating to payroll, vacation, sick
leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health
care plans or benefits or any other employee plans or benefits of any kind for Seller’s employees or former employees or
both;


 


E.       any
obligation or liability of any nature whatsoever under any employment, severance, retention or termination agreement with any employee
of Seller;


 


F.       any
obligation or liability of any nature whatsoever arising out of or relating to any employee grievance whether or not the affected
employees are hired by Buyer;


 


G.       any
obligation or liability of any nature whatsoever arising out of any litigation, action, arbitration, audit, hearing, investigation,
or suit pending as of the Effective Date;


 


H.       any
obligation or liability of any nature whatsoever arising out of any litigation, action, arbitration, audit, hearing, investigation,
or suit involving Seller’s operation of the Business or ownership of the Assets commenced after the Effective Date and arising
out of or relating to any occurrence or event happening prior to the Effective Date;


 


I.       any
obligation or liability of any nature whatsoever arising out of or resulting from Seller’s compliance or noncompliance with
any legal requirement or order of any governmental body;


 


J.       any
obligation or liability of any nature whatsoever of Seller under this Agreement or any other document executed in connection herewith
and


 


K.       any
obligation or liability of any nature whatsoever of Seller based upon Seller’s acts or omissions occurring after the Effective
Date.


 




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(d)       Allocation.
At the Closing, Purchase Price shall be allocated, for federal and state tax purposes consistent with Section 1060 of the Internal
Revenue Code and applicable regulations, which allocation shall, when agreed to by Buyer and Seller as described in Section 8(a)
hereof, be set forth on Exhibit “B”, attached hereto. Buyer and Seller shall prepare and deliver IRS Form 8594,
consistent in all respects with the terms of this Section, and Buyer and Seller shall file such Form with the IRS after the Closing
Date. In any proceeding, investigation, inquiry, hearing, audit or other action related to the determination of any tax.


 


(e)       At
Closing, Buyer and Seller shall execute an executive employee agreement hiring DERRON WINFREY in the substantially in the same
form as set forth on Exhibit “C”, attached hereto, with (i) an initial term of three (3) years, (ii) provide
for an annual salary of ONE HUNDRED FORTY FOUR THOUSAND and 00/100 DOLLARS ($144,000.00) and (iii) provide for a quarterly
bonus in the amount of ten percent (10%) of the net profit of the Buyer’s business based on the Assets being purchased hereto
(the “Executive Employment Agreement.”)


 


(f)       Closing
Date. The consummation of the transaction contemplated under this Agreement (herein referred to as the “Closing”) shall
occur on or before March 1, 2018 (the “Closing Date”); provided, however, that the Parties may mutually agree to extend
the Closing Date. On or before March 1, 2018 by 11:59 PM (or such other date if the Closing Date is extended), the Buyer shall
cause a wire in the amount of ONE HUNDRED THOUSAND and 00/100 DOLLARS ($100,000.00) to be made to a bank account designated
by the Seller. Notwithstanding anything to the contrary contained herein, the Closing shall be effective as of 11:59 PM on the
Closing Date (the “Effective Date”).


 


(g)       Preparation
of Closing Documents. Counsel for Buyer shall prepare the documents to be executed and delivered at the Closing (the “Closing
Documents”), including the Bill of Sale (as hereinafter defined), and other Assignments (as hereinafter defined), all of
which must be satisfactory to Seller and its legal counsel.


 


3.            Delivery
of Documents.


 


(a)       Seller’s
Deliveries. At Closing, upon payment of the Purchase Price by Buyer, Seller shall deliver to Buyer the following:


 


A.       such
good and sufficient instruments of sale, conveyance, transfer and assignment as shall be required or as may be appropriate to effectively
vest in Buyer good title to the Assets, free and clear of all liens, security interests and encumbrances of whatever nature, properly
executed and acknowledged, including a limited warranty bill of sale (the “Bill of Sale”), and assignment and assumption
instruments (the “Assignments”);


 


B.       copies
of the resolutions by of the members and manager(s) of Seller (as applicable) approving the Transaction, together with a certificate
of good standing from Buyer’s jurisdiction of organization and each jurisdiction in which Buyer is required to be qualified
to do business;


 


C.       physical
possession of all Assets including all Records, keys and items of entry to the Business and the Assets;


 




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D.       all
required or necessary consents, waivers and approvals with respect to the Contracts, and assignment thereof, in such form as is
satisfactory to Buyer and its counsel;


 


E.       such
other instruments and documents as may be reasonably required by Buyer or its counsel as to the performance of all covenants and
satisfaction of all conditions required of Seller, or as to any other matter required or necessitated by this Agreement, including
evidence reasonably satisfactory to Buyer that the person(s) executing the Closing Documents for Seller has full right, power and
authority to do so; and


 


(b)          Buyer’s
Deliveries. At Closing, Buyer shall deliver to Seller, as applicable:


 


A.       payment
of the cash portion of the Purchase Price in cash to Seller pursuant to Section 2 hereof,


 


B.       Delivery
of the fully executed promissory note in favor of the Seller;


 


C.       Delivery
of fully executed Stock Certificate issuing FIVE HUNDRED THOUSAND (500,000.00) shares of common stock to DENNIS WINFREY
or assignee (irrevocable instructions to Buyer transfer agent of issuance will be sufficient);


 


D.       Delivery
of fully executed Warrant Agreement for FIVE HUNDRED THOUSAND (500,000.00) Warrants with a strike price of $1.85 expiring
on February 28, 2023.


 


E.       copies
of the resolutions by of the board of directors of Buyer (as applicable) approving the Transaction, together with a certificate
of good standing from Buyer’s jurisdiction of organization and each jurisdiction in which Buyer is required to be qualified
to do business;


 


F.       such
other instruments and documents as may be reasonably required by Seller or their counsel as to the performance of all covenants
and satisfaction of all conditions required of Buyer, or as to any other matter required or necessitated by this Agreement, including
evidence reasonably satisfactory to Seller that the person(s) executing the Closing Documents for Buyer has full right, power and
authority to do so;


 


4.            Warranties
and Representations.


 


(a)          Warranties
and Representations to Buyer. As an inducement to Buyer entering into this Agreement, Seller hereby covenants, represents and warrants
to Buyer as follows:


 


A.       Good
Standing. Seller is a duly organized and validly existing limited liability company and is in good standing under the laws of the
State of Missouri.


 




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B.       Authority.
Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and
the execution, delivery and performance of this Agreement by Seller does not and will not violate any provisions of Seller’s
governing corporate instruments, or any order, judgment or award of any court or administrative agency or any contract to which
Seller is a party or require the consent of any third party, or violate any law or governmental or regulatory rule or regulation.


 


C.       Authorization
and Execution. This Agreement has been duly authorized by all necessary action on the part of Seller, has been duly executed and
delivered by Seller, constitutes the valid and binding agreement of Seller and is enforceable in accordance with its terms. The
person executing this Agreement on behalf of Seller has the authority to do so.


 


D.       Ownership
and Condition of Assets, Status of Contracts. (A) Seller possesses all licenses and required governmental or official approvals,
permits or authorizations necessary for the operation of the Business; and (B) with respect to the Contracts, each is in full force
and effect, there have been no material defaults or breaches of same, no assignment of rights in or relating to same have been
made, and to the best of Seller’s knowledge no event has occurred which would cause a material breach or default under same.


 


E.       Sufficiency
of Assets. The Assets (a) constitute all of the material assets necessary to operate Seller’s Business in substantially the
manner presently operated by Seller and (b) include all of the material operating assets of Seller.


 


F.       Warranty
of Title. Seller is the lawful owner of the Assets, and has the full right, power, and authority to sell, transfer and convey the
Assets to Buyer and that the Assets are not subject to any liens, claims, security interests, encumbrances, taxes, or assessments,
however described or denominated.


 


G.       Actions
or Proceedings. There is no action, suit or proceeding pending against Seller or known to Seller to be threatened against or affecting
Seller in any court, before any arbitrator or before or by any governmental authority. Seller has not been cited, fined, held liable
or in violation of, or otherwise received notification of any asserted past or present failure or alleged failure to comply with
any federal, state or local laws, and is not aware of any action or occurrence which would give rise to a violation.


 


H.       Payment
of Taxes. Seller has paid in full all applicable sales, occupancy, ad valorem, employment and other applicable taxes relating to
the ownership and operation of all Business or otherwise relating to the Assets, except for accrued taxes not yet due.


 


I.       Brokers;
Finders. Buyer shall not be obligated to pay any broker or finder retained by Seller in connection with the Transaction.


 


J.       No
Material Adverse Change. Since the date of the most recent Financial Statement, there has not been any material adverse change
in the business, operations, prospects, assets, results of operations or condition (financial or other) of Seller, and no event
has occurred or circumstance exists that may result in such a material adverse change.


 




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K.       Investment
Intent. The Securities, when issued, will be acquired by Seller for its own account, for investment purposes only and not
with a view for distribution or resale to others. The Seller will not sell or otherwise transfer the Securities unless such sale
is made pursuant to an effective registration statement under the Securities Act or an exemption to or exclusion from such registration
requirement is available.  BUYER is under no obligation to register the offer or sale of the Securities under the Securities
Act.  Following the issuance of the Securities, legends shall be placed on the certificates representing the Securities to
the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate notations
thereof will be made in BUYER’s books and stop transfer instructions may be placed with BUYER’s transfer agent. 
The acquisition of the Securities represents a high-risk capital investment, and Seller is able to afford an investment in a speculative
venture such as BUYER. Seller has no need for liquidity of its investment in the Securities for an indefinite period of time. Although
BUYER’s common stock is quoted for trading by a marketplace operated by OTC Markets Group Inc., trading has been both low-volume
and sporadic and there are no assurances a more robust trading market will develop in the near future, if at all; accordingly,
the Securities are considered an illiquid investment. Seller is fully aware that such investments can and sometimes do result in
the loss of the entire investment. Seller is an experienced and sophisticated investor, is able to fend for itself in the transactions
contemplated by this Agreement, and has such knowledge and experience in financial and business matters that it is capable of evaluating
the risks and merits of acquiring the Securities. Seller is an accredited investor as such term is defined under the Securities
Act, and understands the meaning of the term “accredited investor.”  Seller understands that the offer and sale
of the Securities is being made only by means of this Agreement and that BUYER has not authorized the use of, and Seller confirms
that it is not relying upon, any other information, written or oral, other than material contained in this Agreement.


 


L.       Independent
Evaluation.  Seller conducted its own independent evaluation, made its own analysis and consulted with advisors (including
legal, accounting, and tax advisors) as it has deemed necessary, prudent or advisable in order for Seller to make its own determination
and decision to enter into the transactions contemplated by this Agreement and to execute and deliver this Agreement.


 


(b)           Buyer’s
Warranties and Representations. Buyer covenants, warrants and represents as follows:


 


A.       Good
Standing. Buyer is a duly organized and validly existing corporation and is in good standing under the laws of the State of Nevada.


 


B.       Authority.
Buyer has all requisite power and authority to execute and deliver this Agreement and to perform the obligations of Buyer hereunder.
The execution, delivery and performance of this Agreement by Buyer does not and will not violate any provisions of Buyer’s
governing corporate instruments, or any order, judgment or award of any court or administrative agency or any contract to which
Buyer is a party or, except as otherwise acknowledged herein, require the consent of any third party, or to Buyer’s knowledge,
violate any law or governmental or regulatory rule or regulation.


 




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C.       Authorization
and Execution. This Agreement has been duly authorized by all necessary action on the part of Buyer, has been duly executed and
delivered by Buyer, constitutes the valid and binding agreement of Buyer and is enforceable in accordance with its terms. The person
executing this Agreement on behalf of Buyer has the authority to do so.


 


D.       Brokers;
Finders. Seller has no obligation to pay any broker or finder in connection with the Transaction. Buyer will pay under its responsibly
finder or broker fees to the introducing party under separate agreement, which Seller is not a party to and has no responsibility.


 


(c)           Effect
of Representations and Warranties. The foregoing representations of the parties hereto set forth in this Section are true, and
the foregoing warranties and covenants are in full force and effect and binding on same, as of the date hereof, and shall be in
full force and effect and deemed to have been automatically reaffirmed and restated by the parties hereto in their entirety as
of the date and time of Closing.


 


5.             Further
Acts. In addition to the acts and deeds stated herein and contemplated to be performed, executed and delivered by the respective
parties hereto, each of the parties hereto agrees to perform, execute and deliver or cause to be performed, executed and delivered
at Closing and after Closing any and all such further acts, deeds and assurances as may be reasonably necessary to consummate the
Transaction.


 


6.            Confidentiality;
Publicity. Except as may be required by law, no party hereto or their respective affiliates, employees, agents or representatives
shall disclose to any third party the subject matter or terms of this Agreement without the prior written consent of the other
parties; provided however, that any party may discuss the same with its legal counsel and other engaged professionals. No press
release or other public announcement related to this Agreement or the transaction contemplated hereby will be issued by any party
without the prior written approval of the Seller and Buyer. Buyer and Seller understand that after Closing, Buyer is obligated
by law to file within 4 days immediate report in form 8-K with the Security and Exchange Committee along with copies of all agreements
with Seller and their respective exhibits.


 


7.             Survival.
All representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing of the Transaction
indefinitely.


 


8.             Notices.
All notices permitted or required to be given hereunder shall be in writing and sent by registered or certified mail, return receipt
requested, postage prepaid, by overnight courier (such as Federal Express) or hand delivered, addressed as follows:


 


To Seller:      ECS Prepaid LLC


1615 S Ingram
Mill, Bldg B


Springfield, Missouri


Attention: Derron
Winfrey


 




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With Copy to:


 


To Buyer:     Gopher
Protocol, Inc.


2500 Broadway
Blvd., Suite F125


Santa Monica, CA 90404


Attention: Michael Murray


 


Any party may designate a different address
from time to time by notice given in accordance with the provisions of this paragraph. Any such notice shall be deemed given on
the date of delivery.


 


Miscellaneous. This Agreement shall be
construed and interpreted under the laws of the State of Missouri. Seller, and Buyer hereby irrevocably submit in any suit, action
or proceeding arising out of or related to this Agreement or to the Transaction contemplated hereby or thereby to the exclusive
jurisdiction and venue of any state or federal court having jurisdiction over Greene County, Missouri and waive any and all objections
to jurisdiction and venue that they may have under the laws of the State of Missouri or the United States and any claim or objection
that any such court is an inconvenient forum. If any provision of this Agreement or the application thereof to any person or circumstance
shall be invalid or unenforceable to any extent, the remainder of this Agreement or other affected document, and the application
of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent
permitted by law. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs,
executors, legal representatives, successors and permitted assigns, whether voluntary by act of the parties or involuntary by operation
of law, as the case may be. This Agreement is solely for the benefit of the parties hereto and their respective successors and
permitted assigns. There shall be no third party beneficiaries hereof, intended or otherwise. Neither Party may assign this Agreement
without the written consent of the other party, provided, however, Buyer may assign this Agreement to a wholly owned subsidiary.
In the event of such assignment by Buyer it shall remain obligated and liable under the terms and conditions of this Agreement.
The titles of sections and subsections herein have been inserted as a matter of convenience of reference only and shall not control
or affect the meaning or construction of any of the terms or provisions herein. All references herein to the singular shall include
the plural, and vice versa. Should any provision of this Agreement require interpretation in any judicial, administrative or other
proceeding or circumstance, it is agreed that the court, administrative body, or other entity interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of
construction that a document is to be construed more strictly against the party who by itself or through its agents prepared the
same, it being agreed that the agents of both parties hereto have fully participated in the preparation of this Agreement. Except
as otherwise expressly provided herein, all rights, powers, and privileges conferred hereunder upon the parties hereto shall be
cumulative and in addition to those other rights, powers, and remedies hereunder and those available at law or in equity. All such
rights, powers, and remedies may be exercised separately or at once, and no exercise of any right, power, or remedy shall be construed
to be an election of remedies or shall preclude the future exercise of any or all other rights, powers, and remedies granted hereunder
or available at law or in equity, except as expressly provided herein. Buyer shall have no right of assignment of this agreement
without the express written permission of Seller. Neither the failure of either party to exercise any power given such party hereunder
or to insist upon strict compliance by the other party with its obligations hereunder, nor any custom or practice of the parties
at variance with the terms hereof shall constitute a waiver of either party’s right to demand exact compliance with the terms
hereof. No amendment to this Agreement shall be binding on any of the parties hereto unless such amendment is in writing and is
executed by the party against whom enforcement of such amendment is sought. Time is of the essence with respect to each and every
covenant, agreement, and obligation of the parties hereto. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute one agreement, and the signatures of any party to any counterpart
shall be deemed to be a signature to, and may be appended to, any other counterpart. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter contained herein and supersedes and/or revokes any prior agreements not included
within this Agreement, including prior drafts of documents, prior proposals, counterproposals and correspondence, whether written
or oral. As used in this Agreement, the term “including” will always be deemed to mean “including, without limitation”.


 


[SIGNATURES BEGIN ON NEXT PAGE]


 




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


 


	 	BUYER:
	 	 
	 	GOPHER PROTOCOL INC., a Nevada corporation
	 	 
	 	By: /s/ Greg Bauer
	 	Name: Greg Bauer
	 	Title: CEO, President and Chairman as Authorized Signatory
	 	 
	 	SELLER:
	 	 
	 	ECS, Prepaid LLC, a
	 	Missouri limited liability company
	 	 
	 	By: /s/Derron Winfrey
	 	Name:   Derron Winfrey
	 	Its: Authorized Signatory


 




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EXHIBIT A


 


ECS PREPAID, LLC


 


ASSETS


 


	OFFICE COMPUTER EQUIPMENT
    – SERVERS	POS TERMINALS
	 	 
	Cisco 1900 series switch	158 Verifone POS terminals (570 – 3750) in field
	 	 
	Cisco ASA Firewall	13 Verifone POS terminals (570 – 3750) in inventory
	 	 
	Cisco ASA Firewall	PROCESSING SOFTWARE PROGRAM
	 	 
	Cisco ASA Firewall  – Redundant
    Pair	Platform managing software program
	 	 
	Cisco Managed Switch	 
	 	 
	Cisco Managed Switch  – Redundant
    Pair	 
	 	 
	ECS-LB1 –  Loadbalancer	 
	 	 
	ECS-LB2 – Loadbalancer	 
	 	 
	ECS test	 
	 	 
	ECS –  Utility Server	 
	 	 
	ECS –  Backup –  Data/Backup
    Storage	 
	 	 
	ECS –  Main –  Domain
    Server	 
	 	 
	ECS –  wwwl  – APT
    Server	
	 	 
	ECS –  www2 –  Web
    Server	 
	 	 
	ECS –  www3 –  Web
    Server	 
	 	 
	ECS –  www4 –  API
    Server	 
	 	 
	ECS –  www5 –  Web
    Server	 
	 	 
	ECS –  www6 –  Web
    Server	 
	 	 
	ECS - sp5 –  Primary DB –  ECS
    Prepaid	 
	 	 
	ECS –  spl   - Backup DB –
    ECS     Prepaid	 
	 	 
	ECS –  sp4 –  Backup DB –
    ECS     Prepaid	 


 




     


     


    

 


EXHIBIT B


 


ECS PREPAID, LLC


 


ALLOCATION OF PURCHASE PRICE


 


	OFFICE COMPUTER EQUIPMENT – SERVERS	 	$	25,000	 
	POS TERMINALS	 	$	25,000	 
	PROCESSING SOFTWARE PROGRAM (Platform)	 	$	1,000,000	 
	ISO – CUSTOMER LIST – CONTRACTS	 	$	25,000	 
	COMPANY GOODWILL - NAME	 	$	25,000	 
	Total	 	$	1,100,000