Unassociated Document


    ASSET
      PURCHASE AGREEMENT

    


    dated
      as
      of June 30, 2008

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSET
      PURCHASE AGREEMENT

    


    This
      ASSET PURCHASE AGREEMENT (this "Agreement"), is made and entered into effective
      as of June 30, 2008 (the “Effective Date”), by and between * (“Purchaser”),
      and * (“Seller”), a Delaware corporation.

    


    RECITALS:

    


    WHEREAS,
      Seller is engaged in the business of (i) providing merchant processing and
      customer services to assist merchants in point of sale (“POS”) transactions and
      solutions, (ii) development and marketing of software that assists restaurants
      in taking orders and collecting payment online, (iii) providing loans secured
      by
      revenues from merchant transactions, (iv) selling prepaid debit cards, (v)
      assisting companies in the acceptance of electronic checks and use of ACH
      transactions, (v) providing gateways for merchant transactions over the
      internet, including information and guaranty programs relating to chargebacks
      (collectively, the "Business"); and

    


    WHEREAS,
      Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires
      to purchase and acquire from Seller, certain assets of Seller relating to the
      operation of the Business, and in connection therewith, Purchaser has agreed
      to
      assume certain contractual obligations of Seller relating to the Business,
      all
      on the terms set forth herein;

    


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

    


    ARTICLE
      I

    SALE
      OF
      ASSETS AND CLOSING

    


    1.01  Assets
      Transferred.
      On the
      terms and subject to the conditions set forth in this Agreement, Seller hereby
      sells, transfers, conveys, assigns and delivers to Purchaser, and Purchaser
      hereby purchases, for the purchase price set forth below, the following assets
      of Seller (the "Assets"), free and clear of all Liens other than Permitted
      Liens:

     

    (a) Contracts.
      

     

    (i) All
      contracts between Seller and backend processing companies (the “Processors”),
      including without limitation, sales agent application and agreements, sales
      representative agreements, or other similar agreements with Priority,
      Cornerstone, Cynergy, Elavon, CPM Gateway, and others (“Sales Rep Agreements”);


     

    (ii) Contract
      rights to the phone numbers listed in Exhibit 1.01(a)(ii) attached
      hereto;


    
      
        
        

      

      
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    (iii) All
      other
      contracts to which Selller is a party and which are utilized in the conduct
      of
      the Business, which contracts are listed in 1.01(a)(iii) attached hereto
      ;

     

    (iv) Leases
      for the real property located at 3761 Venture Drive Suite 235 Duluth, GA 30096
      and 5923 Chapman Highway, Knoxville, TN 37920 (the “Leases”). 

     

    (b) Intellectual
      Property.
      The
      following intellectual property assets (the “Intellectual Property Assets”):


     

    (i) Trademarks/Tradenames.
      All
      Intellectual Property used in the conduct of the Business (including without
      limitation all rights in the name “GVPN” and “*”) on a worldwide
      basis;

    


     

    (ii) Licenses.
      Software Licenses for all software residing on the computers and servers
      included in the Assets, or used by Seller in connection with the
      Business;

     

    (iii) Software. All
      right, title and interest in and to proprietary software programs used by
      Seller, including all intellectual property rights therein, including without
      limitation copyright, and all documentation relating thereto, including without
      limitation, object and source code and user and training manuals;

     

    (iv) Website.
      Rights
      to the domain names set forth in Exhibit 1.01(b)(iv) (the “Domain Names”) and
      all content residing thereon, including without limitation, the object and
      source code thereto and all intellectual property rights, including without
      limitation copyright, therein; and

     

    (v) Marketing
      Materials.
      All
      right, title and interest in and to the marketing materials used by Seller
      in
      connection with the Business, including all intellectual property rights
      therein, including without limitation copyright. 

     

    (c) Books
      and Records.
      All
      Books and Records used or held for use in the conduct of the Business or
      otherwise relating to the Assets (the “Business Books and
      Records”);

     

    (d) Tangible
      Assets.
      The
      computers and computer servers listed in Exhibit 1.01(d). 

     

    (e) Other
      Assets and Properties.
      All
      other assets and properties of Seller used or held for use in connection with
      the Business, exclusive of cash, bank accounts and receivables, existing as
      of
      the Effective Date.


    
      
        
        

      

      
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    1.02 Liabilities. 

    


    (a) Assumed
      Liabilities.
      Purchaser hereby assumes and agrees to pay, perform and discharge when due
      obligations under the Sales Rep Agreements and the Leases, but only to the
      extent arising or accruing after the date hereof (the “Assumed Liabilities”).
      Except as set forth in the immediately preceding sentence, Purchaser is not
      assuming, and shall not be deemed to have assumed, any liabilities or
      obligations of Seller, and Seller agrees that Seller shall remain liable to
      pay,
      perform and discharge, all liabilities and obligations of Seller, in a timely
      manner. 

     

    (b) The
      parties hereto expressly acknowledge and agree that, without limiting the
      generality of Section 1.02(a) above, Purchaser does not adopt or assume, and
      shall have no obligation to adopt or assume, and shall have no liability
      whatsoever to Seller, any employees of Seller, or any other person, with respect
      to any collective bargaining agreement or any employee benefit plan currently
      maintained by, or contributed to, by Seller, or by which Seller is or ever
      has
      been bound, for the benefit of employees, retirees, dependents, spouses,
      directors, independent contractors or other beneficiaries of Seller
      (collectively, the “Benefited Persons”), whether arrived at through collective
      bargaining or otherwise.

    


    1.03 Purchase
      Price.
      The
      total purchase price to be paid by Purchaser to Seller for the Assets (the
      “Purchase Price”) shall consist of, and be payable, as follows: 

    


    (a) Two
      Hundred Fifty Thousand Dollars ($250,000.00), paid contemporaneously
      herewith;

    


    (b) Two
      Hundred Fifty Thousand Dollars ($250,000.00), to be paid on or prior to March
      31, 2009; 

    


    (c) Two
      Hundred Fifty Thousand Dollars ($250,000), to be paid on or prior to June 30,
      2009; 

    


    (d) Two
      Hundred Fifty Thousand Dollars ($250,000), to be paid on or prior to June 30,
      2010; and

    


    (e) Three
      Million shares of common stock of FNDS3000 Corp. (the “Parent Shares”), the
      parent company of Purchaser (“Parent”).

    


    Notwithstanding
      the foregoing or anything in this Agreement to the contrary, Purchaser shall
      not
      be required to make any of the payments under Section 1.03(b), 1.03(c) or
      1.03(d) unless and until all UCC financing statements that are outstanding
      against the assets of Seller as of the Effective Date have been
      terminated.

    


    1.04 
      Earnout.
      In
      addition to the Purchase Price set forth above, as additional purchase price,
      the Seller shall be entitled to receive up to an additional 2 million Parent
      Shares, subject to the achievement of certain financial performance goals
      (“Milestones”) of Purchaser as follows:



    
      
        
        

      

      
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    (i) Within
      thirty days after Purchaser achieves monthly Gross Margin (as defined below)
      of
      $62,500 in three consecutive calendar months (excluding the months of December
      and January), Purchaser shall deliver to Seller an additional five hundred
      thousand Parent Shares;

    


    (ii) 
      Within
      thirty days after Purchaser achieves monthly Gross Margin of $80,000 in three
      consecutive calendar months (excluding December and January), the Purchaser
      shall deliver to Seller an additional one million five hundred thousand Parent
      Shares.

    (iii) For
      purposes of determining whether a Milestone has been achieved, “Gross Margin”
shall mean the gross revenues of Purchaser less (i) the direct cost of sales,
      and less (ii) the total compensation earned by Bruce Reisman in each case,
      as
      determined in accordance with generally accepted accounting principles (“GAAP”),
      applied on a consistent bases by Purchaser.


    


    1.05  Allocation
      of Purchase Price.
      The
      Purchase Price shall be allocated as set forth in Exhibit 1.05. Each party
      hereto agrees (i) to complete jointly and to file separately Form 8594 with
      its
      Federal income Tax Return consistent with such allocation and (ii) that no
      party
      will take a position on any income, transfer or gains tax return, before any
      governmental or regulatory authority charged with the collection of any such
      tax
      or in any judicial proceeding, that is in any manner inconsistent with the
      terms
      of such allocation without the consent of the other party.

    


    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

    


    Seller
      represents and warrants to Purchaser as follows, subject to the exceptions
      specifically disclosed in the Disclosure Schedule attached hereto, the sections
      of which correspond to the Sections of this Agreement. 

    


    2.01 Organization
      of Seller.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      Laws of the state of [Georgia], and has full corporate power and authority
      to
      conduct the Business as and to the extent now conducted and to own, use and
      lease its assets and properties used in the Business. Seller is duly qualified,
      licensed or admitted to do business and is in good standing in those
      jurisdictions specified in Section
      2.01 of the Disclosure Schedule,
      which
      are the only jurisdictions in which the ownership, use or leasing of its assets
      and properties, or the conduct or nature of the Business, makes such
      qualification, licensing or admission necessary. 

    


    2.02 Authority;
      Execution.
      Seller
      has full power and authority to execute and deliver this Agreement and to
      perform its obligations hereunder and to consummate the transactions
      contemplated hereby. The execution and delivery by Seller of this Agreement
      and
      the Operative Agreements to which it is a party, and the performance by Seller
      of its obligations hereunder and thereunder, have been duly and validly
      authorized by all requisite action. This Agreement has been duly and validly
      executed and delivered by Seller and constitutes, and upon the execution and
      delivery by Seller of the Operative Agreements to which it is a party, such
      Operative Agreements, assuming the due authorization, execution and delivery
      of
      this Agreement and the Operative Agreements by Purchaser, will constitute legal,
      valid and binding obligations of Seller enforceable against it in accordance
      with their respective terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general applicability
      relating to creditors rights and to general principles of
      equity.



    
      
        
        

      

      
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    2.03 No
      Conflicts.
      The
      execution and delivery by Seller of this Agreement does not, and the execution
      and delivery by Seller of the Operative Agreements to which it is a party,
      the
      performance by Seller of its obligations under this Agreement and such Operative
      Agreements and the consummation of the transactions contemplated hereby and
      thereby will not:

    


    (a) conflict
      with or result in a violation or breach of any of the terms, conditions or
      provisions of the articles or certificate of incorporation or bylaws of
      Seller;

    


    (b) conflict
      with or result in a material violation or breach of any term or provision of
      any
      Law or Order applicable to Seller or any of the Assets; or

    


    (c) except
      as
      disclosed in Section
      2.03 of the Disclosure Schedule,
      (i)
      conflict with or result in a material violation or breach of, (ii) constitute
      (with or without notice or lapse of time or both) a default under, (iii) require
      Seller to obtain any consent, approval or action of, make any filing with or
      give any notice to any Person as a result or under the terms of, or (iv) result
      in the creation or imposition of any Lien upon Seller or any of the Assets
      under, any Contract or License to which Seller is a party or by which any of
      the
      Assets is bound.

    


    2.04 Governmental
      Approvals and Filings.
      No
      consent, approval or action of, filing with or notice to any Governmental or
      Regulatory Authority on the part of Seller is required in connection with the
      execution, delivery and performance of this Agreement or any of the Operative
      Agreements to which it is a party or the consummation of the transactions
      contemplated hereby or thereby.

    


    2.05 Financial
      Statements.
      Section
      2.05 of the Disclosure Schedule
      sets
      forth financial statements of the Business for the calendar years ended December
      31, 2007 and December 31, 2006 (“Financial Statements”). The Financial
      Statements are true, correct and complete in all respects and were prepared
      in
      accordance with GAAP consistently applied throughout the periods indicated
      (except to the extent that certain notes and supplemental information otherwise
      required in accordance with GAAP are not included in the Financial Statements,
      the effect of which will not, individually or in the aggregate, be materially
      adverse). Section 2.05 of the Disclosure Schedule sets forth certain financial
      information regarding the results of operations for the Business during 2008
      (the “Interim Financial Information”). The Interim Financial Information is
      true, correct and complete. The Financial Statements and the Interim Financial
      Information were prepared from the books and records of Seller and fairly and
      accurately set forth the results of operations and financial position of the
      Business, for the periods indicated. 



    
      
        
        

      

      
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    2.06 Absence
      of Changes.
      Except
      for the execution and delivery of this Agreement, since December 31, 2007,
      there
      has not been any material adverse change, or any event or development which,
      individually or together with other such events, could reasonably be expected
      to
      result in a material adverse change, in the Condition of the Business.


    


    2.07 No
      Undisclosed Liabilities.
      Except
      as reflected or reserved against in the December 31, 2007 balance sheet of
      the
      Business or as disclosed in Section 2.07
      of the Disclosure Schedule,
      there
      are no Liabilities against, relating to or affecting the Business or any of
      the
      Assets, other than Liabilities incurred in the ordinary course of business
      consistent with past practice which in the aggregate are not material to the
      Condition of the Business.

    


    2.08 Taxes.
      

     

    (a) Seller
      has timely paid all Taxes, and all interest and penalties due thereon and
      payable by it for the Pre-Closing Tax Period which will have been required
      to be
      paid on or prior to the Effective Date, the non-payment of which would result
      in
      a Lien on any Asset, would otherwise adversely affect the Business or would
      result in Purchaser becoming liable or responsible therefore.

     

    (b) Seller
      has established, in accordance with generally accepted accounting principles
      applied on a basis consistent with that of preceding periods, adequate reserves
      for the payment of, and will timely pay all Tax liabilities, assessments,
      interest and penalties which arise from or with respect to the Assets or the
      operation of the Business and are incurred in or attributable to the Pre-Closing
      Tax Period, the non-payment of which would result in a Lien on any Asset, would
      otherwise adversely affect the Business or would result in Purchaser becoming
      liable therefore.

     

    (c) Seller
      has filed on a timely basis (or has received a valid extension to file) with
      the
      appropriate Tax Authorities all Tax Returns applicable to the Business or the
      Assets, and all such returns are true, correct, and complete in all
      respects.

     

    2.09 Legal
      Proceedings.
      Except
      as disclosed in Section 2.09
      of the Disclosure Schedule
      (with
      paragraph references corresponding to those set forth below):

    


    (a) there
      are
      no Actions or Proceedings pending or, to the Knowledge of Seller, threatened
      against, relating to or affecting Seller with respect to the Business or any
      of
      the Assets; and

    


    (b) there
      are
      no Orders outstanding against Seller with respect to the Business or the
      Assets.



    
      
        
        

      

      
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    2.10 Compliance
      With Laws and Orders.
      Except
      as disclosed in Section
      2.10 of the Disclosure Schedule,
      Seller
      is not, nor has it at any time within the last three (3) years been, nor has
      it
      received any notice that it is or has at any time within the last three (3)
      years been, in violation of or in default under any Law or Order applicable
      to
      the Business or the Assets.

    


    2.11 Employee
      Benefits; ERISA.
      Seller
      has no liability under, nor is it subject to any Lien, restriction or other
      adverse right relating to, any “employee benefit plan” (as defined in Section
      3(3) of ERISA), including any multiemployer plans (as defined in Section 3(37)
      of ERISA) or any other bonus, deferred compensation, severance pay, pension,
      profit-sharing, retirement, insurance stock purchase, stock option or other
      fringe benefit plan, arrangement or practice maintained, or contributed to,
      by
      Seller for the benefit of any current or former employees, officers or directors
      (collectively, the “Benefit Plans”) (i) that would affect in any manner
      whatsoever Purchaser’s right, title and interest in, or right to use or enjoy
      (free and clear of any Lien, other than Permitted Liens), the Assets or (ii)
      that would result in the assumption by or imposition on Purchaser of any
      liability. All Benefit Plans of Seller are set forth in Section 2.11 of the
      Disclosure Schedule.

     

    2.12 Intellectual
      Property.

    


    (a) Section
      2.12(a) of the Disclosure Schedule
      sets
      forth a list of all patents, patent applications, copyright registrations (and
      applications therefore), trademark and trade name registrations (and
      applications therefore), Internet domain names and trade names owned by Seller
      and used in the Business. All registrations and applications to register the
      Intellectual Property Assets in each of the countries in which any of the same
      is registered are valid and subsisting in all respects and have been properly
      maintained in all respects. Section
      2.12(a) of the Disclosure Schedule
      also
      sets forth a list of any unregistered trademarks, trade names, service marks,
      brand names, logos or other identifiers for the products of Seller or otherwise
      used in the Business. 

    


    (b) Section
      2.12(b) of the Disclosure Schedule
      sets
      forth a list of all patents, software and other technology used in the Business
      and for which the Seller does not own all right, title and interest
      (collectively, the “Third Party Technology”), and all license agreements or
      other contracts pursuant to which the Seller has the right to use the Third
      Party Technology (the “Third Party Licenses”). Seller has the lawful right to
      use (free of any material restriction not expressly set forth in the Third
      Party
      Licenses) all Third Party Technology that is incorporated or used in the
      Business, and no royalties or other compensation is payable for the right to
      use
      such Third Party Technology other than as expressly set forth in the Third
      Party
      Licenses. Seller has not received notice that any party to any such license
      intends to cancel, terminate or refuse to renew (if renewable) such license
      or
      to exercise or decline to exercise any option or right thereunder, and Seller
      has used the Third Party Technology in accordance with all of the terms of
      the
      Third Party Licenses. Seller is not in breach of any Third Party
      Licenses. 

     

    (c) All
      the
      Intellectual Property Assets are owned by Seller free and clear of all Liens,
      other than Permitted Liens. Seller has not received any notice or claim (whether
      written, oral or otherwise) challenging Seller’s ownership or rights in the
      Intellectual Property Assets or claiming that any other Person has any legal
      or
      beneficial ownership with respect thereto or challenging the validity or
      enforceability of the Intellectual Property Assets. 


    
      
        
        

      

      
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    (d) Except
      as
      set forth in Section
      2.12(d) of the Disclosure Schedule,
      Seller
      has obtained an enforceable written assignment of all right, title and interest
      in and to each item of the Intellectual Property Assets owned by Seller from
      each Person participating in the discovery, development or creation of such
      item
      and has provided to Purchaser true and correct copies of each such assignment.
      Except as otherwise provided in Section
      2.12(d) of the Disclosure Schedule,
      Seller
      has no obligation to compensate, or to obtain the consent of, any third party
      for the use of any item of the Intellectual Property Assets. All employees,
      independent contractors, or other persons who have had access to or participated
      in the development in any of the Intellectual Property Assets owned by Seller
      have signed appropriate confidentiality and non-disclosure agreements and,
      in
      the case of independent contractors, appropriate work for hire agreements and
      assignments, sufficient to protect Seller’s ownership rights in the Intellectual
      Property Assets and the unauthorized use or disclosure of same. 

     

    (e) Neither
      Seller’s operation of the Business prior to Effective Date nor the Intellectual
      Property Assets infringe, violate or interfere with or constitute a
      misappropriation of any right, title or interest (including, without limitation,
      any patent, copyright, trademark or trade secret right) held by any other
      Person. Seller has not received any notice or claim (whether written, oral
      or
      otherwise) regarding any infringement, misappropriation, misuse, abuse or other
      interference with any third party intellectual property or proprietary rights
      (including, without limitation, infringement of any patent, copyright, trademark
      or trade secret right of any third party) by Seller’s operation of the Business
      or the Intellectual Property Assets. 

    


    (f) There
      is
      neither pending nor, to the Knowledge of Seller, threatened any suit, action,
      claim, arbitration, grievance, litigation, administrative or legal or other
      proceeding, or investigation, against Seller or its licensors contesting the
      validity of, or Seller’s right to use, any of the Intellectual Property
      Assets.

    


    (g) To
      the
      Knowledge of Seller, no other Person is infringing or misappropriating the
      Intellectual Property Assets.

     

    (h) The
      Intellectual Property Assets contain all of the Intellectual Property used
      or
      held for use in, and necessary for the conduct of, the Business as conducted
      by
      Seller as of the EffectiveDate.

    


    2.13 Contracts.

     

    (a) Section
      2.13(a) of the Disclosure Schedule
      (with
      paragraph references corresponding to those set forth below) contains a true
      and
      complete list of each of the following Contracts or other arrangements related
      to the Business (true and complete copies or, if none, reasonably complete
      and
      accurate written descriptions of which, together with all amendments and
      supplements thereto and all waivers of any terms thereof, have been delivered
      to
      Purchaser prior to the execution of this Agreement) to which Seller is a party
      and by which any of the Assets is bound:

     

    
      
        
        

      

      
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    (i) (A)
      all
      Contracts (excluding Benefit Plans) providing for a commitment of employment
      or
      consultation services for a specified or unspecified term to, or otherwise
      relating to employment or the termination of employment of, any Employee, the
      name, position and rate of compensation of each Employee party to such a
      Contract and the expiration date of each such Contract; and (B) any written
      or
      unwritten representations, commitments, promises, communications or courses
      of
      conduct (excluding Benefit Plans) involving an obligation of Seller to make
      payments, other than with respect to salary in the ordinary course of business,
      to any Employee;

    


    (ii) all
      Contracts with any Person containing any provision or covenant prohibiting
      or
      limiting the ability of Seller to engage in any business activity or compete
      with any Person in connection with the Business or prohibiting or limiting
      the
      ability of any Person to compete with Seller in connection with the
      Business;

    


    (iii) all
      partnership, joint venture or other similar Contracts with any Person in
      connection with the Business;

    


    (iv) all
      Contracts with licensors, licensees, sales agencies or franchises with whom
      Seller deals in connection with the Business;

    


    (v) all
      Sales
      Rep Agreements (together with a list of the merchant contracts entered into
      with
      respect to each such agreement);

    


    (vi) all
      Contracts between or among Seller, on the one hand, and any officer, director,
      Affiliate or Associate of Seller or any Associate of any such officer, director
      or Affiliate, on the other hand;

    


    (vii) all
      collective bargaining or similar labor Contracts;

    


    (viii) all
      other
      Contracts with respect to the Business that (A) involve the payment or potential
      payment, pursuant to the terms of any such Contract, by or to Seller of more
      than $10,000 annually and (B) cannot be terminated within thirty (30) days
      after
      giving notice of termination without resulting in any material cost or penalty
      to Seller. 

    


    (b) Each
      Contract required to be disclosed in Section 2.13(a)
      of the Disclosure Schedule
      is in
      full force and effect and constitutes a legal, valid and binding agreement,
      enforceable in accordance with its terms, of each party thereto; and Seller
      nor,
      to the Knowledge of Seller, any other party to such Contract is, or has received
      notice that it is, in violation or breach of or default under any such Contract
      (or with notice or lapse of time or both, would be in violation or breach of
      or
      default under any such Contract) in any respect.

     

    
      
        
        

      

      
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    (c) There
      are
      at least 900 merchant contracts pursuant to which Seller obtains revenues under
      the Sales Rep Agreements. Each such merchant contract is in full force and
      effect as of the date hereof.

    


    2.14 Licenses.
      Section
      2.14 of the Disclosure Schedule
      contains
      a true and complete list of all material Licenses used or held for use in the
      Business (and all pending applications for any such Licenses), setting forth
      the
      grantor, the grantee, the function and the expiration and renewal date of each.
      Prior to the execution of this Agreement, Seller has delivered or made available
      to Purchaser true and complete copies of all such Licenses. Except as disclosed
      in Section
      2.17 of the Disclosure Schedule:
      (a)
      Seller owns or validly holds all Licenses that are material to the Business;
      (b)
      each License is valid, binding and in full force and effect; (c) Seller is
      not,
      nor has it received any notice that it is, in default (or with the giving of
      notice or lapse of time or both, would be in default) under any License; and
      (d)
      as of the Effective Date, all such Licenses will be validly assigned to
      Purchaser.

    


    2.15 Affiliate
      Transactions.
      Except
      as disclosed in Section
      2.15 of the Disclosure Schedule,
      no
      officer, director, Affiliate or Associate of Seller or any Associate of any
      such
      officer, director or Affiliate (a) has any ownership interest, directly or
      indirectly, in any competitor, supplier or customer of Seller, (b) has any
      outstanding loan to or from Seller, or (c) is a party to or has any interest
      in
      any Contract with Seller. 

    


    2.16 Employees;
      Labor Relations.

     

    (a) Section
      2.16(a) of the Disclosure Schedule
      contains
      a list of the name of each Employee, together with such Employee’s position or
      function, annual base salary or wages and any incentive or bonus arrangement
      with respect to such Employee in effect as of the date hereof. Each Employee
      has
      executed a nondisclosure agreement in the form provided to Purchaser. To the
      Knowledge of Seller, no Employee is in violation of any agreement relating
      to
      the relationship of such Employee with Seller.

     

    (b) Except
      as
      disclosed in Section
      2.16(b) of the Disclosure Schedule,
      (i) no
      Employee is presently a member of a collective bargaining unit and, to the
      Knowledge of Seller, there are no threatened or contemplated attempts to
      organize for collective bargaining purposes any of the Employees, and (ii)
      no
      unfair labor practice complaint or sex, age, race or other discrimination claim
      has been brought against Seller with respect to the conduct of the Business
      before the National Labor Relations Board, the Equal Employment Opportunity
      Commission or any other Governmental or Regulatory Authority. Seller is in
      compliance with all applicable Laws relating to the employment of labor,
      including, without limitation those relating to wages, hours and collective
      bargaining with respect to the Employees. 

     

    2.17 Investigation
      by Seller; Parent Shares.
      The
      Seller acknowledges that the Seller and its representatives have had an
      opportunity to ask questions of and receive answers from the Parent, or persons
      acting on the Parent’s behalf, concerning the financial condition and
      performance of the Parent and to view the books and records of the Parent,
      and
      that such inquiry and review were completed to the Seller’s satisfaction. . The
      Seller’s representatives have such knowledge and experience in financial,
      securities, investment and other business maters that they are capable of
      evaluating the merits and risks of the acquisition of the Parent Shares and
      are
      able to adequately protect the interest of the Seller. The Seller can bear
      the
      risks of the investment in the Parent Shares for an indefinite period. The
      Parent Shares are being acquired for the Seller’s own account for investment and
      not with a view to distribution or resale and Seller has no immediate plans
      to
      sell, pledge, transfer or hypothecate the Parent Shares. Seller acknowledges
      that Seller will be an “affiliate” of Parent, as defined by the Securities Act
      of 1933, and that Seller is aware of the requirements and restrictions
      applicable to Seller as a result of such status. Seller agrees that it will
      comply with all securities laws, rules and regulations relating to its holding,
      ownership and sale of the Parent Shares.


    
      
        
        

      

      
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    2.18 Title;
      Condition of Assets.
      Seller
      has good and marketable title to the Assets free and clear of all Liens. The
      Assets are in good working condition, normal wear and tear excepted, and are
      suitable for their intended purposes.

    


    2.19 Entire
      Business.
      The
      sale of the Assets by Seller to Purchaser pursuant to this Agreement will
      effectively convey to Purchaser the entire Business and all of the tangible
      and
      intangible assets and property used by Seller (whether owned, leased or held
      under license by Seller, by any of Seller’s Affiliates or Associates or by
      others) in connection with the conduct of the Business as heretofore conducted
      by Seller, other than cash, bank accounts and receivables existing as of the
      Effective Date. There are no shared facilities or services which are used in
      connection with the Business and any other business or other operations of
      Seller or any of Seller’ respective Affiliates or Associates.

    


    2.20 Disclosure.
      No
      representation or warranty contained in this Agreement, and no statement
      contained in the Disclosure Schedule (including without limitation the Financial
      Statements) contains any untrue statement of a material fact or omits to state
      a
      material fact necessary in order to make the statements herein or therein,
      in
      the light of the circumstances under which they were made, not
      misleading.

     

    2.21 Brokers.
      All
      negotiations relative to this Agreement and the transactions contemplated hereby
      have been carried out by Seller directly with Purchaser without the intervention
      of any Person on behalf of Seller in a manner as to give rise to any valid
      claim
      by any Person against Purchaser for a finder’s fee, brokerage commission or
      similar payment.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

    


    Purchaser
      hereby represents and warrants to Seller as follows: 

    


    3.01 Organization,
      Standing and Power.
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the Laws of the jurisdiction of its incorporation. 



    
      
        
        

      

      
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    3.02 Authority.
      The
      execution and delivery by Purchaser of this Agreement and the Operative
      Agreements to which it is a party, and the performance by Purchaser of its
      obligations hereunder and thereunder, have been duly and validly authorized
      by
      the Board of Directors of Purchaser, no other corporate action on the part
      of
      Purchaser being necessary. This Agreement has been duly and validly executed
      and
      delivered by Purchaser and, assuming the due authorization, execution and
      delivery of this Agreement and the Operative Agreements by Seller, constitutes,
      and upon the execution and delivery by Purchaser of the Operative Agreements
      to
      which it is a party, such Operative Agreements will constitute, legal, valid
      and
      binding obligations of Purchaser enforceable against Purchaser in accordance
      with their respective terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general applicability
      relating to creditors rights and to general principles of equity. 

    


    3.03 No
      Conflicts.
      The
      execution and delivery by Purchaser of this Agreement does not, and the
      execution and delivery by Purchaser of the Operative Agreements to which it
      is a
      party, the performance by Purchaser of its obligations under this Agreement
      and
      such Operative Agreements and the consummation of the transactions contemplated
      hereby and thereby will not: (a) conflict with or result in a violation or
      breach of any of the terms, conditions or provisions of the articles or
      certificate of incorporation or by-laws of Purchaser; or (b) conflict with
      or
      result in a material violation or breach of any term or provision of any Law
      or
      Order applicable to Purchaser or any of its assets and properties.

    


    3.04 Governmental
      Approvals and Filings.
      No
      consent, approval or action of, filing with or notice to any Governmental or
      Regulatory Authority on the part of Purchaser is required in connection with
      the
      execution, delivery and performance of this Agreement or the Operative
      Agreements to which it is a party or the consummation of the transactions
      contemplated hereby or thereby. 

    


    3.05 Legal
      Proceedings.
      There
      are no Actions or Proceedings pending against, relating to or affecting
      Purchaser or any of its assets and properties which could reasonably be expected
      to result in the issuance of an Order restraining, enjoining or otherwise
      prohibiting or making illegal the consummation of any of the transactions
      contemplated by this Agreement or any of the Operative Agreements. 

    


    3.06 Brokers.
      All
      negotiations relative to this Agreement and the transaction contemplated hereby
      have been carried out by Purchaser directly with Seller without the intervention
      of any Person on behalf of Purchaser in a manner as to give rise to any valid
      claim by any Person against Seller for a finder’s fee, brokerage commission or
      similar payment.

     

    ARTICLE
      IV

    CLOSING
      DELIVERIES

    


    Contemporaneously
      herewith, Seller shall deliver to Purchaser the following:



    
      
        
        

      

      
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    (i) Employment
      Agreement duly executed by Victor Gerber;

    


    (ii) Non-competition/Non-solicitation
      agreement, duly executed by Victor Gerber,

    


    (iii)
       Intentionally
      left blank.

    


    (iv) Consents
      executed by each Processor approving the assignment to Purchaser of each of
      their respective contracts with Seller.

    


    (v) Consent
      of each landlord for the premises subject to the leases, consenting to the
      assignment of the Leases to Buyer.

    


    (vi) Bill
      of
      Sale

    


    (vii) Copyright
      Assignment, pursuant to which Seller assigns all right, title and interest
      in
      and to the proprietary software owned or used by Seller in the
      Business.

    


    (viii) Opinion
      of Counsel to Seller

    


    (ix) Evidence
      of the approval of the transactions contemplated herein by Seller’s board of
      directors and shareholders.

    


    (x) Evidence
      of the assignment to Seller of all right, title and interest in all deliverables
      provided by Howard Falcon, or any of his Affiliates, to Seller, and confirmation
      of Seller’s exclusive ownership interest therein. 

    


    (xi) Documents
      necessary to transfer the Domain Names.

    


    (xii) Such
      other documents of transfer as may be necessary to transfer the Domain Name,
      the
      telephone number and any of the other Assets, and to perfect title therein
      in
      Purchaser.

    


    ARTICLE
      V

    SURVIVAL
      OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS

    


    5.01 Survival
      of Representations, Warranties, Covenants and Agreements.
      Notwithstanding any right of Purchaser (whether or not exercised) to investigate
      the Business or any right of any party (whether or not exercised) to investigate
      the accuracy of the representations and warranties of the other party contained
      in this Agreement, Purchaser has the right to rely fully upon the
      representations and warranties of Seller contained in this Agreement. The
      representations, warranties, covenants and agreements of the parties contained
      in this Agreement will survive the consummation of the Acquisition indefinitely.
      



    
      
        
        

      

      
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    ARTICLE
      VI

    INDEMNIFICATION;
      POST-CLOSING OBLIGATIONS

    


    6.01 Indemnification.

     

    Subject
      to the other Sections of this Article
      VI,
      Seller
      shall indemnify the Purchaser Indemnified Parties in respect of, and hold each
      of them harmless from and against, any and all Losses suffered, incurred or
      sustained by any of them or to which any of them becomes subject, resulting
      from, arising out of or relating to (i) any misrepresentation or breach of
      warranty on the part of Seller contained in this Agreement (determined in all
      cases as if the terms “material”
or
      “materially”
were
      not included therein); (ii) any nonfulfillment of or failure to perform any
      covenant or agreement on the part of Seller contained in this Agreement; (iii)
      any Loss suffered by Purchaser from the operation of the Business prior to
      the
      Effective Date, and (iv) any failure of Seller to transfer the Assets to
      Purchaser free and clear of all Liens (other than Permitted Liens).


    


    6.02 Method
      of Asserting Claims.
      All
      claims for indemnification by any Indemnified Party under Section
      6.01
      will be
      asserted and resolved as follows:

     

    (a) In
      the
      event any claim or demand in respect of which an Indemnified Party might seek
      indemnity under Section
      6.01
      is
      asserted against or sought to be collected from such Indemnified Party by a
      Person other than a Purchaser Indemnified Party (a “Third Party Claim”), the
      Indemnified Party shall deliver a Claim Notice with reasonable promptness to
      the
      Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice
      with reasonable promptness after the Indemnified Party receives notice of such
      Third Party Claim, the Indemnifying Party will not be obligated to indemnify
      the
      Indemnified Party with respect to such Third Party Claim, but only to the extent
      that the Indemnifying Party’s ability to defend has been irreparably prejudiced
      by such failure of the Indemnified Party. The Indemnifying Party will notify
      the
      Indemnified Party as soon as practicable within the Dispute Period whether
      the
      Indemnifying Party disputes its liability to the Indemnified Party under
Section
      6.02
      and
      whether the Indemnifying Party desires, at its sole cost and expense, to defend
      the Indemnified Party against such Third Party Claim.

     

    (i) If
      the
      Indemnifying Party notifies the Indemnified Party within the Dispute Period
      that
      the Indemnifying Party desires to defend the Indemnified Party with respect
      to
      the Third Party Claim pursuant to this Section
      6.02(a),
      then
      the Indemnifying Party will have the right to defend, with counsel reasonably
      satisfactory to the Indemnified Party, at the sole cost and expense of the
      Indemnifying Party, such Third Party Claim by all appropriate proceedings,
      which
      proceedings will be reasonably and diligently prosecuted by the Indemnifying
      Party to a final conclusion or will be settled at the discretion of the
      Indemnifying Party (but only with the consent of the Indemnified Party in the
      case of any settlement that provides for any relief other than the payment
      of
      monetary damages or that provides for the payment of monetary damages as to
      which the Indemnified Party will not be indemnified in full by reason of
Section
      6.03).
      The
      Indemnifying Party will have full control of such defense and proceedings,
      including any compromise or settlement thereof; provided,
      however,
      that
      the Indemnified Party may, at the sole cost and expense of the Indemnified
      Party, at any time subsequent to the delivery of a Claim Notice to the
      Indemnified Party and prior to the Indemnifying Party’s delivery of the notice
      referred to in the first sentence of this Section
      6.02(a)(i),
      file
      any motion, answer or other pleadings or take any other action that the
      Indemnified Party reasonably believes to be necessary or appropriate to protect
      its interests; and provided further,
      that if
      requested by the Indemnifying Party, the Indemnified Party will, at the sole
      cost and expense of the Indemnifying Party, provide reasonable cooperation
      to
      the Indemnifying Party in contesting any Third Party Claim that the Indemnifying
      Party elects to contest; and provided,
      further,
      that
      the Indemnified Party may choose separate counsel at the sole cost and expense
      of the Indemnifying Party in the event that a conflict of interest arises
      between the Indemnified Party and the Indemnifying Party. The Indemnified Party
      may participate in, but not control, any defense or settlement of any Third
      Party Claim controlled by the Indemnifying Party pursuant to this Section
      6.02(a)(i),
      and
      except as provided in the preceding sentence, the Indemnified Party will bear
      its own costs and expenses with respect to such participation. Notwithstanding
      the foregoing, the Indemnified Party may take over the control of the defense
      or
      settlement of a Third Party Claim at any time if it irrevocably waives its
      right
      to indemnity under Section
      6.02
      with
      respect to such Third Party Claim.


    
      
        
        

      

      
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    (ii) If
      the
      Indemnifying Party fails to assume the defense of the Third Party Claim within
      the Dispute Period or fails to prosecute reasonably and diligently or settle
      the
      Third Party Claim, then the Indemnified Party will have the right to defend,
      at
      the sole cost and expense of the Indemnifying Party, the Third Party Claim
      by
      all appropriate proceedings, which proceedings will be prosecuted by the
      Indemnified Party in a reasonable manner and in good faith or will be settled
      at
      the discretion of the Indemnified Party (with the consent of the Indemnifying
      Party, which consent will not be unreasonably withheld). The Indemnified Party
      will have full control of such defense and proceedings, including any compromise
      or settlement thereof; provided,
      however,
      that if
      requested by the Indemnified Party, the Indemnifying Party will, at the sole
      cost and expense of the Indemnifying Party, provide reasonable cooperation
      to
      the Indemnified Party and its counsel in contesting any Third Party Claim which
      the Indemnified Party is contesting. Notwithstanding the foregoing provisions
      of
      this Section
      6.02(a)(ii),
      if the
      Indemnifying Party has notified the Indemnified Party within the Dispute Period
      that the Indemnifying Party disputes its liability hereunder to the Indemnified
      Party with respect to such Third Party Claim and if such dispute is resolved
      in
      favor of the Indemnifying Party in the manner provided in clause (iii)
      below, the Indemnifying Party will not be required to bear the costs and
      expenses of the Indemnified Party’s defense pursuant to this Section
      6.02(a)(ii)
      or of
      the Indemnifying Party’s participation therein at the Indemnified Party’s
      request, and the Indemnified Party will reimburse the Indemnifying Party in
      full
      for all reasonable costs and expenses incurred by the Indemnifying Party in
      connection with such litigation. The Indemnifying Party may participate in,
      but
      not control, any defense or settlement controlled by the Indemnified Party
      pursuant to this Section
      6.02(a)(ii),
      and the
      Indemnifying Party will bear its own costs and expenses with respect to such
      participation.


    
      
        
        

      

      
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    (iii) If
      the
      Indemnifying Party notifies the Indemnified Party that it does not dispute
      its
      liability to the Indemnified Party with respect to the Third Party Claim under
      Section
      6.02,
      or if
      the Indemnifying Party fails to deliver a notice to the Indemnified Party within
      the Dispute Period, then the Loss in the amount specified in the Claim Notice
      will be conclusively deemed a liability of the Indemnifying Party under
Section
      6.02
      and the
      Indemnifying Party shall pay the amount of such Loss to the Indemnified Party
      on
      demand. Purchaser shall have the right to set off any amounts Seller owes it
      under this Section 6.02 against the Purchase Price or the Earnout.

     

    (b) In
      the
      event any Indemnified Party has a claim under Section
      6.02
      against
      any Indemnifying Party that does not involve a Third Party Claim, the
      Indemnified Party shall deliver an Indemnity Notice with reasonable promptness
      to the Indemnifying Party. The failure by any Indemnified Party to give the
      Indemnity Notice shall not impair such party’s rights hereunder except to the
      extent that an Indemnifying Party demonstrates that it has been irreparably
      prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party
      that it does not dispute the claim described in such Indemnity Notice, or if
      the
      Indemnifying Party fails to deliver a notice to the Indemnified Party within
      the
      Dispute Period, then the Loss in the amount specified in the Indemnity Notice
      will be conclusively deemed a liability of the Indemnifying Party under
Section
      6.02
      and the
      Indemnifying Party shall pay the amount of such Loss to the Indemnified Party
      on
      demand. 

    


    6.03 Employee
      Matters.
      Purchaser shall offer employment to the Employees of Seller listed on
Schedule
      6.03.
      Except
      as provided in the preceding sentence, Purchaser shall have no obligation to
      offer employment to or employ any Employees. Purchaser shall have no liability
      in respect of any Employees for salary, compensation, severance, stock options
      or stock option plans, health, welfare, retirement or other benefits arising
      out
      of employment with Seller. Seller shall indemnify and hold Purchaser harmless
      against any and all damages, losses and liabilities associated with or related
      to the failure of Seller to pay any amounts due to Employees and arising out
      of
      their employment with a Seller. 

    


    6.04 Further
      Assurances; Post-Closing Cooperation.
      At any
      time or from time to time after the Effective Date, at Purchaser’s request,
      without further consideration, Seller shall execute and deliver to Purchaser
      such other instruments of sale, transfer, conveyance, assignment and
      confirmation, provide such materials and information and take such other actions
      as Purchaser may reasonably deem necessary or desirable in order more
      effectively to transfer, convey and assign to Purchaser, and to confirm
      Purchaser’ title to, all of the Business and the Assets, and, to the full extent
      permitted by Law, to put Purchaser in actual possession and operating control
      of
      the Assets and to assist Purchaser in exercising all rights with respect
      thereto, and otherwise to cause Seller to fulfill its obligations under this
      Agreement and the Operative Agreements. In addition, each Party agrees to
      cooperate with the other to the extent that it receives funds that belong to
      the
      other. For example, in the event that Purchaser receives revenues from any
      contracts assumed hereunder that relate to the period prior to the Effective
      Date, it shall promptly remit such amounts to Seller. Similarly, if Seller
      receives any revenues from the contracts assumed by Purchaser hereunder and
      that
      relate to a period subsequent to the Effective Date, Seller shall promptly
      remit
      such amounts to Purchaser. 


    
      
        
        

      

      
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    6.05 Access
      to Records.
      Following the Effective Date, each party will afford the other party, its
      counsel and its accountants, during normal business hours, reasonable access
      to
      the books, records and other data relating to the Business in its possession
      with respect to periods prior to the Effective Date and the right to make copies
      and extracts therefrom, to the extent that such access may be reasonably
      required by the requesting party in connection with (a) the preparation of
      Tax
      Returns, (b) the determination or enforcement of rights and obligations under
      this Agreement, (c) compliance with the requirements of any Governmental or
      Regulatory Authority, (d) the determination or enforcement of the rights and
      obligations of any Indemnified Party or (e) in connection with any actual or
      threatened Action or Proceeding. Further each party agrees for a period
      extending five (5) years after the EffectiveDate not to destroy or otherwise
      dispose of any such books, records and other data unless such party shall first
      offer in writing to surrender such books, records and other data to the other
      party and such other party shall not agree in writing to take possession thereof
      during the ten (10) day period after such offer is made. Notwithstanding
      anything to the contrary contained in this Section 6.05, if the parties are
      in
      an adversarial relationship in litigation or arbitration, the furnishing of
      information, documents or records relating to the matter in dispute shall be
      subject to applicable rules relating to discovery. 

    


    6.06 Taxes.
      Seller
      shall assume and pay all liabilities for sales, use, transfer and other Taxes
      arising from the transfer of the Assets to Purchaser. 

    


    6.07 Public
      Announcements.
      Neither
      party hereto will issue any press release or make any other public announcement
      relating to the transactions contemplated by this Agreement without the prior
      consent of the other party hereto, except that a party may make any disclosure
      required to be made under applicable law or stock exchange rule if such party
      determines in good faith that it is necessary to do so and, if practicable,
      gives prior notice to the other party. 

    6.08 Name
      Change.
      Seller
      shall, within thirty (30) days after the Effective Date, change its corporate
      name so that it does not contain the term “*” or any other words that could be
      confusingly similar thereto. In addition, Seller agrees that, it shall not
      utilize any fictitious name that contains the term “Atlas.”

    


    6.09 Release
      of Financing Statements.
      Seller
      agrees that it shall, promptly and, in any event within sixty (60) days
      following the Effective Date, cause termination statements to be filed with
      respect to all UCC financing statements that are of record in any jurisdiction
      as of the Effective Date and that list Seller as the debtor. 


    
      
        
        

      

      
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    ARTICLE
      VII

    RIGHT
      OF
      FIRST REFUSAL

     

    In
      the
      event that Seller desires to sell any Parent Shares, it shall first offer the
      right to Purchaser to purchase such shares as set forth below: 

    


    (i) Before
      Disposing of any Parent Shares, Seller shall deliver to Purchaser a written
      notice (the “Transfer
      Notice”)
      setting forth (A) Seller’s intention to Dispose of all or a portion of the
      Parent Shares, and (B) the number of Parent Shares Seller proposes to Dispose
      of
      (the “Offered
      Shares”)
      

    


    (ii) Purchaser
      shall have the irrevocable and exclusive option, but not the obligation, to
      purchase the Parent Shares to be Disposed of for a price equal to the average
      closing bid price for the Parent Shares for the five days immediately preceding
      the day the Transfer Notice is delivered to Purchaser. Such option shall be
      exercised by notifying Seller as to such number of the Offered Shares that
      Purchaser intends to purchase, within 20 days (the “Response
      Period”)
      of the
      delivery of the Transfer Notice to Purchaser. Failure by Purchaser to deliver
      the notice required by, and within the time frame set forth in, this Article
      VII
      shall be deemed an election not to purchase the Offered Shares.

    


    (iii) In
      the
      event that Purchaser fails to elect to purchase all of the Offered Shares within
      the Response Period in accordance with Section (ii) above, or fails to close
      within sixty days after the expiration of the Response Period through no fault
      of Seller, the election, if any, made pursuant to said Section shall, at
      Seller’s option, be null and void and of no force or effect; whereupon, Seller
      may Dispose of the number of Parent Shares set forth in the Transfer Notice
      within a period of 120 days following the expiration of the Response Period
      (the “Third
      Party Closing Date”).
      If
      the proposed Disposition is not completed on or before the Third Party Closing
      Date, no Disposition of such shares shall be effected except pursuant to a
      new
      Transfer Notice and otherwise in accordance with this Article VII.

    


    ARTICLE
      VIII

    DEFINITIONS

    


    8.01 Definitions.
      In
      addition to terms defined elsewhere in this Agreement, the following defined
      terms have the meanings indicated below:

    


    “Acquisition”
      means the purchase and sale of the Assets pursuant to this
      Agreement.

    


    “Actions
      or Proceedings” means any action, suit, proceeding, arbitration or Governmental
      or Regulatory Authority investigation or audit.

    


    “Affiliate”
      means any Person that directly, or indirectly through one of more
      intermediaries, controls or is controlled by or is under common control with
      the
      Person specified. For purposes of this definition, control of a Person means
      the
      power, direct or indirect, to direct or cause the direction of the management
      and policies of such Person whether by Contract or otherwise and, in any event
      and without limitation of the previous sentence, any Person having record
      ownership of ten percent (10%) or more of the voting securities of another
      Person shall be deemed to control that Person. 


    
      
        
        

      

      
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    “Associate”
      means, with respect to any Person, any corporation or other business
      organization of which such Person is an officer or partner or is the beneficial
      owner, directly or indirectly, of ten percent (10%) or more of any class of
      equity securities, any trust or estate in which such Person has a substantial
      beneficial interest or as to which such Person serves as a trustee or in a
      similar capacity and any relative or spouse of such Person, who has the same
      home as such Person.

    


    “Books
      and Records” of any Person means all files, documents, instruments, papers,
      books and records relating to the business, operations, condition of (financial
      or other), results of operations and assets and properties of such Person,
      including without limitation, budgets, pricing guidelines, ledgers, journals,
      Contracts, Licenses, customer lists, computer files and programs, retrieval
      programs and operating data.

    


    “Business
      Day” means a day other than Saturday, Sunday or any day on which banks located
      in the state of Florida are authorized or obligated to close.

    


    “Claim
      Notice” means written notification pursuant to Section
      6.02(a)
      of a
      Third Party Claim as to which indemnity under Section
      6.01
      is
      sought by an Indemnified Party, enclosing a copy of all papers served, if any,
      and specifying the nature of and basis for such Third Party Claim and for the
      Indemnified Party’s claim against the Indemnifying Party under Section
      6.01,
      together with the amount or, if not then reasonably ascertainable, the estimated
      amount, determined in good faith, of such Third Party Claim.

    


    “Code”
      means the Internal Revenue Code of 1986, as amended, and the rules and
      regulations promulgated thereunder.

    


    “Condition
      of the Business” means the business, condition (financial or otherwise), results
      of operations, assets, properties and prospects of the Business. 

    


    “Contract”
      means any agreement, lease, license, evidence of Indebtedness, mortgage,
      indenture, security agreement or other contract (whether written or
      oral).

    


    “Disclosure
      Schedule” means the record delivered to Purchaser by Seller herewith and dated
      as of the date hereof, , containing all lists, descriptions, exceptions and
      other information and materials as are required to be included therein by Seller
      pursuant to this Agreement.

    


    “Dispose
      of”
or
      “Disposition”
or
      words of similar import (as the context may require) means any transfer,
      assignment, or grant of any right or interest relating thereto, whether
      voluntary or involuntary, and whether for value or not, during a Person’s
      lifetime or by reason of death, whether by sale, exchange, pledge, encumbrance,
      gift, judicial attachment, contribution to a trust or other entity, property
      settlement upon divorce, bequest or otherwise.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    “Dispute
      Period” means the period ending thirty (30) days following receipt by an
      Indemnifying Party of either a Claim Notice or an Indemnity Notice.

    


    “Employee”
      means each current employee, officer or consultant of Seller engaged in the
      conduct of the Business.

    


    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended, and
      the
      rules and regulations promulgated thereunder.

    


    “GAAP”
      means generally accepted accounting principles in the United
      States.

    


    “Governmental
      or Regulatory Authority” means any court, tribunal, arbitrator, authority,
      agency, commission, official or other instrumentality of the United States,
      any
      foreign country or any domestic or foreign state, county, city or other
      political subdivision.

    


    “Indebtedness”
      of any Person means all obligations of such Person (i) for borrowed money,
      (ii)
      evidenced by notes, bonds, debentures or similar instruments, (iii) for the
      deferred purchase price of goods or services (other than trade payables or
      accruals incurred in the ordinary course of business), (iv) under capital leases
      and (v) in the nature of guarantees of the obligations described in clauses
      (i)
      through (iv) above of any other Person.

    


    “Indemnified
      Party” means any Person claiming indemnification under any provision of
Article
      V.

    


    “Indemnifying
      Party” means any Person against whom a claim for indemnification is being
      asserted under any provision of Article
      VI,
      including without limitation a Person against whom a claim is asserted pursuant
      to Section
      6.02.

    


    “Indemnity
      Notice” means written notification pursuant to Section
      6.02(b)
      of a
      claim for indemnity under Article
      VI
      by an
      Indemnified Party, specifying the nature of and basis for such claim, together
      with the amount or, if not then reasonably ascertainable, the estimated amount,
      determined in good faith, of such claim.

    


    “Intellectual
      Property” means all patents and patent rights, trademarks and trademark rights,
      trade names and trade name rights, domain names, service marks and service
      mark
      rights, service names and service name rights, brand names, inventions,
      processes, methods, designs, devices, tools, specifications, techniques,
      algorithms, formulae, improvements, copyrights and copyright rights, trade
      dress, business and product names, logos, slogans, trade secrets, industrial
      models, computer programs, software (whether in source or object code) and
      related documentation, technical information, manufacturing, engineering and
      technical drawings, know-how and all pending applications for and registrations
      of patents, trademarks, service marks and copyrights.

    


    “Knowledge”
      means in the case of an individual that he will be deemed to have Knowledge
      of a
      particular fact or other matter if such individual is actually aware of such
      fact or other matter or would be expected to be aware of such fact or matter
      after due inquiry. When used with respect to the Seller, Knowledge means the
      Knowledge of Victor Gerber, Bruce Reisman or Merredith Brewer.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    “Laws”
      means all laws, statutes, rules, regulations, ordinances and other
      pronouncements having the effect of law of the United States, any foreign
      country or any domestic or foreign state, county, city or other political
      subdivision or of any Governmental or Regulatory Authority.

    


    “Liabilities”
      means all Indebtedness, obligations and other liabilities of a Person (whether
      absolute, accrued, contingent, fixed or otherwise, or whether due or to become
      due).

    


    “Licenses”
      means all licenses, permits, certificates of authority, authorizations,
      approvals, registrations, franchises and similar consents granted or issued
      by
      any Governmental or Regulatory Authority.

    


    “Liens”
      means any mortgage, pledge, assessment, security interest, lease, lien, adverse
      claim, levy, charge or other encumbrance of any kind, or any conditional sales
      Contract, title retention Contract or other Contract to give any of the
      foregoing.

    


    “Loss”
      means any and all damages, fines, fees, penalties, deficiencies, losses and
      expenses (including without limitation interest, court costs, reasonable fees
      of
      attorneys, accountants and other experts or other expenses of litigation or
      other proceedings or of any claim, default or assessment). 

    


    “Operative
      Agreements” means, collectively, the other agreements to be entered into in
      connection with the Acquisition.

    


    “Order”
      means any writ, judgment, decree, injunction or similar order of any
      Governmental or Regulatory Authority (in each such case whether preliminary
      or
      final). 

    


    “Permitted
      Lien” means (i) any Lien for Taxes not yet due or delinquent or being contested
      in good faith by appropriate proceedings for which adequate reserves have been
      established in accordance with GAAP, (ii) any statutory Lien arising in the
      ordinary course of business by operation of Law with respect to a Liability
      that
      is not yet due or delinquent and (iii) any minor imperfection of title or
      similar Lien which individually or in the aggregate with other such Liens does
      not materially impair the value of the property subject to such Lien or the
      use
      of such property in the conduct of the Business.

    


    “Person”
      means any natural person, corporation, general partnership, limited partnership,
      limited liability company, proprietorship, other business organization, trust,
      union, association or Governmental or Regulatory Authority.

    


    “Pre-Closing
      Tax Period” means
      any
      Tax period (or portion thereof) ending on or before the close of business on
      the
      Effective Date.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    “Purchaser
      Indemnified Parties” means Purchaser and the Parent, and each of their
      respective officers, directors, employees, agents and Affiliates.

     

    “Representative”
      means a Person’s directors, officers, employees, agents, consultants, advisors
      or other representatives, including legal counsel and accountants.

    


    “Resolution
      Period” means the period ending thirty (30) days following receipt by an
      Indemnified Party of a written notice from an Indemnifying Party stating that
      it
      disputes all or any portion of a claim set forth in a Claim Notice or an
      Indemnity Notice. 

    


    “Tax
      Returns” means any return, declaration, report, claim for refund, or information
      return or statement relating to Taxes, including any schedule or attachment
      thereto, and including any amendment thereof.

    


    “Taxes”
      means any federal, state, local, or foreign income, gross receipts, license,
      payroll, employment, excise, severance, stamp, occupation, premium, windfall
      profits, environmental (including taxes under Code Sec. 59A), customs duties,
      capital stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      transfer, registration, value added, alternative or add-on minimum, estimated,
      or other tax of any kind whatsoever, including any interest, penalty, or
      addition thereto, whether disputed or not.

     

    ARTICLE
      IX

    MISCELLANEOUS

    


    9.01 Notices.
      All
      notices, requests and other communications hereunder must be in writing and
      will
      be deemed to have been duly given only if delivered personally or by facsimile
      transmission or mailed (first class postage prepaid) to the parties at the
      following addresses or facsimile numbers:

     

    If
      to
      Purchaser, to:

    


    Fnds3000
      Corp.

    818
      A1A
      North

    Suite
      201

    Ponte
      Vedra Beach 32082

    Attn:
      Michael Dodak

    


    with
      a
      copy to:

    


    Smith,
      Gambrell & Russell, LLP

    50
      N.
      Laura Street

    Suite
      2600

    Jacksonville,
      Florida 32202

    Facsimile
      No.: (904) 598-6229

    Attn:
      Adam J. Buss, Esq.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    If
      to
      Seller, to:

    


    


    with
      a
      copy to:

    


    Melvin
      Drukman, Esq.

    Melvin
      Drukman, P.C.

    1756
      Century Blvd., Suite B

    Atlanta,
      GA 30345

     

    All
      such
      notices, requests and other communications will (a) if delivered personally
      to
      the address as provided in this Section, be deemed given upon delivery, (b)
      if
      delivered by facsimile transmission to the facsimile number as provided in
      this
      Section, be deemed given upon receipt, and (c) if delivered by mail in the
      manner described above to the address as provided in this Section, be deemed
      given upon receipt. Any party from time to time may change its address,
      facsimile number or other information for the purpose of notices to that party
      by giving notice specifying such change to the other party hereto.

    


    9.02 Entire
      Agreement.
      This
      Agreement, the Operative Agreements and the Nondisclosure Agreements supersede
      all prior discussions and agreements between the parties with respect to the
      subject matter hereof and thereof between the parties, and contain the sole
      and
      entire agreement between the parties hereto with respect to the subject matter
      hereof and thereof. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE
      NONDISCLOSURE AGREEMENTS OR THE OPERATIVE AGREEMENTS, NEITHER PARTY MAKES ANY
      REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SUBJECT
      MATTER OF THIS AGREEMENT AND THE OPERATIVE AGREEMENTS. 

    


    9.03 Expenses.
      Except
      as otherwise expressly provided in this Agreement, whether or not the
      transactions contemplated hereby are consummated, each party will pay its own
      costs and expenses (including without limitation all broker’s or finder’s fees)
      incurred in connection with the negotiation, execution and closing of this
      Agreement and the Operative Agreements and the transactions contemplated hereby
      and thereby.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    9.04 Waiver.
      Any
      term or condition of this Agreement may be waived at any time by the party
      that
      is entitled to the benefit thereof, but no such waiver shall be effective unless
      set forth in a written instrument duly executed by or on behalf of the party
      waiving such term or condition. No waiver by any party of any term or condition
      of this Agreement, in any one or more instances, shall be deemed to be or
      construed as a waiver of the same or any other term or condition of this
      Agreement on any future occasion. All remedies, either under this Agreement
      or
      by Law or otherwise afforded, will be cumulative and not
      alternative.

    


    9.05 Amendment.
      This
      Agreement may be amended, supplemented or modified only by a written instrument
      duly executed by or on behalf of each party hereto.

    


    9.06 No
      Third Party Beneficiary.
      The
      terms and provisions of this Agreement are intended solely for the benefit
      of
      each party hereto and their respective successors or permitted assigns, and
      it
      is not the intention of the parties to confer third-party beneficiary rights
      upon any other Person other than any Person entitled to indemnity under
Article VI.

    


    9.07 No
      Assignment; Binding Effect.
      Neither
      this Agreement nor any right, interest or obligation hereunder may be assigned
      by any party hereto without the prior written consent of the other party hereto
      and any attempt to do so will be void, except (a) for assignments and transfers
      by operation of Law and (b) that Purchaser may assign any or all of its rights,
      interests and obligations hereunder to (i) a wholly-owned subsidiary, provided
      that any such subsidiary agrees in writing to be bound by all of the terms,
      conditions and provisions contained herein or (ii) any post-Closing purchaser
      of
      the Business or a substantial part of the Assets, but no such assignment shall
      relieve Purchaser of its obligations hereunder. Subject to the preceding
      sentence, this Agreement is binding upon, inures to the benefit of and is
      enforceable by the parties hereto and their respective successors and
      assigns.

    


    9.08 Headings.
      The
      headings used in this Agreement have been inserted for convenience of reference
      only and do not define or limit the provisions hereof.

    


    9.09 Invalid
      Provisions.
      If any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under any present or future Law, and if the rights or obligations of any party
      hereto under this Agreement will not be materially and adversely affected
      thereby, (a) such provision will be fully severable, (b) this Agreement will
      be
      construed and enforced as if such illegal, invalid or unenforceable provision
      had never comprised a part hereof, (c) the remaining provisions of this
      Agreement will remain in full force and effect and will not be affected by
      the
      illegal, invalid or unenforceable provision or by its severance herefrom and
      (d)
      in lieu of such illegal, invalid or unenforceable provision, there will be
      added
      automatically as a part of this Agreement a legal, valid and enforceable
      provision as similar in terms to such illegal, invalid or unenforceable
      provision as may be possible.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    9.10 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the Laws of
      the
      State of Florida, without giving effect to the conflicts of laws principles
      thereof. Any dispute under or relating to this Agreement or the transactions
      contemplated hereunder may only be brought in the state coursts sitting in
      Duval
      County, Florida. Each of the Parties hereto consents to the jurisdiction of
      such
      courts and agrees not to raise any defense to the laying of venue therein
      including, without limitation, the defense of forum non conveniens.

    


    


    9.11 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which will
      be
      deemed an original, but all of which together will constitute one and the same
      instrument. Signatures delivered as facsimiles shall be binding to the same
      extent as original signatures.

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by each
      party as of the date first above written.

    


    
      	 	
               

            
	 	 
	 	 
	 	
              By:
                /s/Victor Gerber

            
	 	
              Name:
                Victor Gerber

            
	 	
              Title:
                CEO

            
	 	 
	 	
               

            
	 	 
	 	 
	 	
              By:
                /s/Victor Gerber

            
	 	
              Name:
                Victor Gerber

            
	 	
              Title:
                CEO

            
	 	 
	 	 
	 	 
	 	 
	 	
              GUARANTEE                             
                

            
	 	____________________


    

    Fnds3000,
      Inc. hereby unconditionally guaranties the full and prompt payment and
      performance of all of Purchaser’s duties and obligations hereunder. In the event
      Purchaser fails at any time or times to pay or fulfill when due, or within
      the
      grace period therefore, any and all obligations of Purchaser which may accrue
      hereunder, FNDS3000, Inc. promises to pay or satisfy, as applicable, any and
      all
      such obligations forthwith, upon demand. This Guarantee may not be terminated,
      amended or supplemented, nor may any provision be waived, except by a writing
      signed by Seller, and shall bind and benefit the successors and assigns of
      the
      FNDS3000, Inc.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    FNDS3000,
      INC. 

    


    


    By:
      /s/Michael
      J. Dodak

    Name:
      Michael J. Dodak

    Title:
      CEO

    


    


     

    List
      of
      Exhibits:

     

    Exhibit
      1.01(a)(ii) - List of Phone Numbers

     

    Exhibit
      1.01(a)(iii) - List of other contracts assigned

     

    Exhibit
      1.01(b)(iv) - List of Website Domain Names Transferred

     

    Exhibit
      1.01(d) - List of Computers transferred

     

    Exhibit
      1.05 - Allocation of Purchase Price

     

    Exhibit
      4
      - List of employee contracts

     

    Seller
      Disclosure Schedules

     

    EXHIBIT
      1.05

     

    ALLOCATION
      OF PURCHASE PRICE

    


     

    
      	
              Fixed
                Assets 

            	
              $353,000.00

            


    

     

    
      	
              Merchant
                Portfolio 

            	
              55%
                of remainder of purchase price

            


    

     

    
      	
              New
                Product Portfolio

            	
              45%
                of remainder of purchase price

            


    

     

    
      
        
        

      

      
        27