ex10-1.htm


    Exhibit
      10.1


    
      


      STOCK
        PURCHASE
        AGREEMENT

      


      This
        Stock Purchase Agreement (this “Agreement”) is made
        as of January 22, 2008, by and between Tap It, Inc., a Delaware corporation
        (the
“Company”), and
        Winsonic Digital Media Group, Ltd., a Nevada corporation (the “Purchaser”).  The
        Company and the Purchaser are sometimes referred to herein as the “Parties”
or a “Party”.

      


      THE
        PARTIES HEREBY AGREE AS FOLLOWS:

      


      1. Purchase
        and Sale of Common
        Stock.

       

      1.1 Sale
        and Issuance of Common
        Stock.

       

      (a) Subject
        to the terms and conditions of this Agreement, the Purchaser agrees to purchase
        at the Initial Closing (as defined below), and the Company agrees to sell
        and
        issue to Purchaser at the Initial Closing, 2,291,667 shares of the Company’s
        common stock, par value $0.001 per share (the “Common Stock”), for
        the total purchase price of $550,000 (the “Initial Purchase
        Price”).  The shares Common Stock sold to Purchaser at the
        Initial Closing are hereinafter referred to as the “Initial
        Shares.”

       

      (b) At
        any
        time prior to February 28, 2008, the Purchaser shall have the option (the
“First Option”),
        exercisable upon notice duly given to the Company, at the Second Closing
        (as
        defined below), to (i) purchase a number of shares of Common Stock not to
        exceed
        6,041,667 (the “Second
        Shares”) for the purchase price of $0.24 per share and (ii) to receive
        Default Shares (as defined below) pursuant to Section 1.6, if
        applicable.  The aggregate amount to be paid by the Purchaser for the
        Second Shares is hereinafter referred to as the “Second Purchase
        Price.”  Any shares of Common Stock that the Purchaser has a
        right to purchase pursuant to this Section 1.1(b) and that the Purchaser
        does
        not elect to purchase at the Second Closing are hereinafter referred to as
        the
“Unexercised
        Shares.”

       

      (c)  At
        any time prior to May 1, 2008, the Purchaser shall have the option (the “Second Option”),
        exercisable upon notice duly given to the Company, at the Third Closing (as
        defined below), to (i) purchase a number of shares of Common Stock not to
        exceed
        the Unexercised Shares (the “Third Shares”) for
        the purchase price of $0.24 per share and (ii) to receive Default Shares
        pursuant to Section 1.6, if applicable.  The aggregate amount to be
        paid by the Purchaser for the Third Shares is hereinafter referred to as
        the
“Third Purchase
        Price.”  Any shares of Common Stock that the Purchaser has a
        right to purchase pursuant to this Section 1.1(c) and that the Purchaser
        does
        not elect to purchase at the Third Closing shall be deemed Unexercised
        Shares.

       

      (d) At
        any
        time prior to the later of August 1, 2008 or the date that is thirty (30)
        days
        after the delivery of the Audited Statements pursuant to Section 4.1 hereof,
        the
        Purchaser shall have the option (the “Third Option”),
        exercisable upon notice duly given to the Company, at the Fourth Closing
        (as
        defined below), to (i) purchase a number of shares of Common Stock not to
        exceed
        the Unexercised Shares (the “Fourth Shares,”
and,
        together with the
        Initial Shares, the Second Shares and the Third Shares, the “Purchased Shares”)
        for the 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      purchase
        price of $0.24 per share and (ii) to receive Default Shares pursuant to Section
        1.6, if applicable.  The aggregate amount to be paid by the Purchaser
        for the Fourth Shares is hereinafter referred to as the “Fourth Purchase
        Price”, and, together with the Initial Purchase Price, the Second
        Purchase Price and the Third Purchase Price, the “Aggregate Purchase
        Price.”

       

      1.2 Initial
        Closing.  The purchase and sale of the Initial Shares (the
“Initial
        Closing”) shall take place on January 31, 2008 (or such later date as the
        Company and the Purchaser mutually agree in writing) (the “Initial Closing
        Date”).  At the Initial Closing, the Company shall issue to the
        Purchaser certificates for the Initial Shares registered in the Purchaser’s name
        in the records of the Company, against payment by the Purchaser of the Initial
        Purchase Price for such Initial Shares in immediately available funds,
        including, without limitation, by offsetting such Initial Purchase Price
        by
        tendering to the Company for cancellation one or more promissory notes in
        substantially the form attached hereto as Exhibit A (a “Promissory
        Note”).

       

      1.3 Exercise
        of First Option;
        Second Closing.

       

      (a) In
        the
        event the Purchaser exercises the First Option upon notice duly given to
        the
        Company, and subject to the satisfaction (or waiver) of the terms and conditions
        set forth in Sections 5.2 and 6.2 of this Agreement with respect to the Second
        Closing, the Purchaser agrees to purchase at the Second Closing (as defined
        below) and the Company agrees to issue and sell to the Purchaser at the Second
        Closing, the Second Shares and issue Default Shares, if
        applicable.  Notwithstanding the foregoing, in the event the Purchaser
        shall have exercised the First Option prior to the Initial Closing, the parties
        may agree that the purchase and sale of the Second Shares shall take place
        at
        the Initial Closing.

       

      (b) Subject
        to the last sentence of the preceding paragraph, the closing of the purchase
        and
        sale of the Second Shares (the “Second Closing”)
        shall take place at 10 a.m. Eastern Standard Time one (1) business day following
        the satisfaction (or waiver) of the terms and conditions set forth in Sections
        5.2 and 6.2 of this Agreement with respect to the Second Closing (or such
        later
        date as the Company and the Purchaser mutually agree in writing) (the “Second Closing
        Date”).  At the Second Closing, the Company shall issue to the
        Purchaser certificates for the Default Shares, if applicable and the Second
        Shares, in each case, registered in the Purchaser’s name in the records of the
        Company, against payment by the Purchaser of the Second Purchase Price for
        such
        Second Shares in immediately available funds, including, without limitation,
        by
        offsetting such Second Purchase Price by tendering to the Company for
        cancellation one or more Promissory Notes.

       

      1.4 Exercise
        of Second Option;
        Third Closing

       

      (a) In
        the
        event the Purchaser exercises the Second Option upon notice duly given to
        the
        Company, and subject to the satisfaction (or waiver) of the terms and conditions
        set forth in Sections 5.3 and 6.3 of this Agreement with respect to the Third
        Closing, the Purchaser agrees to purchase at the Third Closing (as defined
        below) and the Company agrees to issue and sell to the Purchaser at the Third
        Closing, the Third Shares and issue Default Shares,
        if applicable.  Notwithstanding the foregoing, in the event the
        Purchaser shall have exercised the Second Option prior to the Initial Closing
        or
        the Second Closing, as the case may 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      be,
        the
        parties may agree that the purchase and sale of the Third Shares shall take
        place at the Initial Closing or the Second Closing, as applicable.

       

      (b) Subject
        to the last sentence of the preceding paragraph, the closing of the purchase
        and
        sale of the Third Shares (the “Third Closing”) shall
        take place at 10 a.m. Eastern Standard Time one (1) business day following
        the
        satisfaction (or waiver) of the terms and conditions set forth in Sections
        5.3
        and 6.3 of this Agreement with respect to the Third Closing (or such later
        date
        as the Company and the Purchaser mutually agree in writing) (the “Third Closing
        Date”).  At the Third Closing, the Company shall issue to the
        Purchaser certificates for the Default Shares, if applicable and the Third
        Shares, in each case, registered in the Purchaser’s name in the records of the
        Company, against payment by the Purchaser of the Third Purchase Price for
        such
        Third Shares in immediately available funds including, without limitation,
        by
        offsetting such Third Purchase Price by tendering to the Company for
        cancellation one or more Promissory Notes.

       

      1.5 Exercise
        of Third Option;
        Fourth Closing

       

      (a) In
        the
        event the Purchaser exercises the Third Option upon notice duly given to
        the
        Company, and subject to the satisfaction (or waiver) of the terms and conditions
        set forth in Sections 5.4 and 6.4 of this Agreement with respect to the Fourth
        Closing, the Purchaser agrees to purchase at the Fourth Closing (as defined
        below) and the Company agrees to issue and sell to the Purchaser at the Fourth
        Closing, the Fourth Shares and issue Default Shares, if
        applicable.  Notwithstanding the foregoing, in the event the Purchaser
        shall have exercised the Third Option prior to the Initial Closing, the Second
        Closing, or the Third Closing as the case may be, the parties may agree that
        the
        purchase and sale of the Fourth Shares shall take place at the Initial Closing,
        the Second Closing, or the Third Closing, as applicable.

       

      (b) Subject
        to the last sentence of the preceding paragraph, the closing of the purchase
        and
        sale of the Fourth Shares (the “Fourth Closing”)
        shall take place at 10 a.m. Eastern Standard Time one (1) business day following
        the satisfaction (or waiver) of the terms and conditions set forth in Sections
        5.4 and 6.4 of this Agreement with respect to the Fourth Closing (or such
        later
        date as the Company and the Purchaser mutually agree in writing) (the “Fourth Closing
        Date”).  At the Fourth Closing, the Company shall issue to the
        Purchaser certificates for the Default Shares, if applicable and the Fourth
        Shares, in each case, registered in the Purchaser’s name in the records of the
        Company, against payment by the Purchaser of the Fourth Purchase Price for
        such
        Fourth Shares in immediately available funds including, without limitation,
        by
        offsetting such Fourth Purchase Price by tendering to the Company for
        cancellation one or more Promissory Notes.

       

      1.6 Default
        Shares.  In the event that there exists an Event of Default (as
        defined in the Promissory Note) with respect to any Promissory Note, the
        Purchaser shall have the option, at the Second Closing, the Third Closing
        or the
        Fourth Closing, to receive an amount of shares of Common Stock equal to the
        product of (a) the aggregate amount of Default Interest (as defined in such
        Promissory Note) due and payable under such Promissory Note, multiplied by
        (b) 0.24  (the “Default
        Shares”).  Purchaser’s receipt of such Default Shares shall be
        deemed payment
        of the Default Interest on such Promissory Note and shall be in addition
        to, and
        shall 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      not
        limit
        or reduce the amount of, any Purchased Shares that Purchaser is entitled
        to
        purchase pursuant to this Agreement.

       

      2. Representations
        and
        Warranties of the Company.  The Company hereby represents and
        warrants to the Purchaser that:

       

      2.1 Organization,
        Good Standing
        and Qualification.  The Company is a corporation duly
        organized, validly existing and in good standing under the laws of the State
        of
        Delaware and has all requisite power and authority to carry on its business
        as
        now conducted and as proposed to be conducted and to enter into and perform
        this
        Agreement and the transactions contemplated hereby.  The Company is
        duly qualified to transact business and is in good standing in each jurisdiction
        in which the failure so to qualify would have a material adverse effect on
        its
        business or properties.

       

      2.2 Capitalization.

       

      (a) Capital
        Stock.  The authorized capital stock of the Company is
        comprised of:  (i) 30,000,000 shares of Common Stock and (ii)
        10,000,000 shares of preferred stock, par value $0.001 per share.  On
        the Initial Closing Date, before giving effect to the transactions contemplated
        hereby, (i) the Company will have no outstanding capital stock other than
        15,031,220 shares of Common Stock, (ii) the Company will have reserved 6,041,667
        shares of Common Stock for issuance to the Purchaser upon the exercise of
        the
        First Option, the Second Option and the Third Option, and (iii) the Company
        will
        have reserved a sufficient number of shares of Common Stock for issuance
        to the
        Purchaser of Default Shares for the payment of any Default
        Interest.

       

      (b) Options,
        Etc.  Except for the First Option, the Second Option and the
        Third Option and as set forth on Schedule 2.2(b) (the
“Options”),
        there are no outstanding options, warrants, rights (including conversion
        and
        preemptive rights and rights of first refusal and similar rights) or agreements
        (other than this Agreement) for the purchase or acquisition from or by the
        Company of any shares of its capital stock.  No outstanding options,
        warrants or other securities exercisable for or convertible into Common Stock
        or
        any other equity securities of the Company provide for acceleration or vesting,
        or require anti-dilution adjustments, by reason of the consummation of the
        transactions contemplated hereby, or any change of control, merger, sale
        of
        assets or similar transaction.

       

      (c) Voting
        Agreements.  The Company is not a party or subject to any
        agreement or understanding and, to the best of the Company's knowledge, there
        is
        no agreement or understanding between any persons or entities that affects
        or
        relates to the voting or giving of written consent with respect to any security
        of the Company or voting by a director of the Company.

       

      2.3 Subsidiaries.  The
        Company does not own or control, directly or indirectly, any interest in
        any
        other corporation, association or other business entity.

       

      2.4 Authorization.  All
        corporate action on the part of the Company, its officers, directors and
        shareholders necessary for the authorization, execution and delivery of
        this Agreement,
        the performance of all obligations of the Company hereunder and the
        authorization, 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      issuance
        (or reservation for issuance) and delivery of the Purchased Shares has been
        taken or will be taken prior to the closing of any sale of Purchased Shares,
        and
        the Agreement, upon execution by the Company, will constitute a valid and
        legally binding obligation of the Company, enforceable in accordance with
        its
        terms, except (i) as enforceability may be limited by applicable bankruptcy,
        insolvency, reorganization, moratorium and other laws of general application
        affecting enforcement of creditors’ rights generally and (ii) as enforceability
        may be limited by laws relating to the availability of specific performance,
        injunctive relief or other equitable remedies.

       

      2.5 Valid
        Issuance of Common
        Stock.

       

      (a) The
        Purchased Shares, when issued, sold and delivered in accordance with the
        terms
        hereof for the consideration expressed herein, (i) will be duly and validly
        issued, fully paid and nonassessable, (ii) will be free of any pledges, liens,
        security interests, claims or other encumbrances of any kind, and (iii) shall
        be
        issued in compliance with all applicable federal and state securities
        laws.

       

      (b) The
        outstanding shares of Common Stock are all duly and validly authorized and
        issued, fully paid and nonassessable, and were issued in compliance with
        all
        applicable federal and state securities laws.

       

      (c) The
        aggregate number of persons in the State of Georgia who have purchased capital
        stock of the Company during the twelve (12) month period ending on the date
        of
        the Initial Closing, the Second Closing, the Third Closing and the Fourth
        Closing is less than 15, exclusive of (i) the Purchaser, and (ii) persons
        who
        acquired capital stock of the Company in transactions which were not subject
        to,
        or were exempt from registration under, the Georgia Securities Act of 1973,
        as
        amended.

       

      (d) The
        capital stock of the Company has not been offered for sale by means of any
        form
        of general or public solicitations or advertisements, including, but not
        limited
        to:  (i) publicly disseminated advertisements or sales literature,
        through the mails or otherwise; (ii) any advertisement, article, notice,
        or
        other communication published in any newspaper, magazine, or other similar
        media, or broadcast over television or radio; or (iii) any seminar or meeting
        whose attendees have been invited by any general solicitation or general
        advertising.

       

      2.6 Governmental
        Consents.  No consent, approval, order or authorization of, or
        registration, qualification, designation, declaration or filing with, any
        federal, state, local or provincial governmental authority, domestic or foreign,
        on the part of the Company is required in connection with the consummation
        of
        the transactions contemplated by the Agreement.

       

      2.7 Litigation.  There
        is no action, suit or proceeding pending or, to the knowledge of the Company,
        threatened against the Company or any of the officers, directors or affiliates
        of the Company, nor is the Company aware that there is any basis for the
        foregoing.  The Company is not a party or subject to the provisions of
        any order, writ, injunction, judgment or decree of any court or government
        agency or instrumentality.  There is no action, suit,

      proceeding
        or investigation by the Company currently pending or which the Company intends
        to initiate.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.8 Intellectual
        Property.  The Company owns or possess adequate rights or
        licenses to use all trademarks, trade names, service marks, service mark
        registrations, service names, patents, patent rights, copyrights, inventions,
        licenses, approvals, governmental authorizations, trade secrets and rights
        necessary to conduct its business as now conducted or as proposed to be
        conducted.  The Company does not have any knowledge of any
        infringement by the Company of any trademark, trade name right, patents,
        patent
        right, copyright, invention, license, service name, service mark, service
        mark
        registration, trade secret or other similar rights of others, and, to the
        knowledge of the Company there is no claim, action or proceeding being made
        or
        brought against, or being threatened against, the Company regarding any
        trademark, trade name, patent, patent right, invention, copyright, license,
        service name, service mark, service mark registration, trade secret or other
        infringement; and the Company is unaware of any facts or circumstances which
        might give rise to any of the foregoing.

       

      2.9 No
        Conflicts.  The Company is not in violation or default of any
        provisions of its certificate of incorporation or bylaws (the “Charter Documents”),
        or in any material respect of any instrument, judgment, order, writ, decree,
        contract or agreement to which it is a party or by which it is bound or,
        of any
        provision of federal, state or local statute, rule or regulation applicable
        to
        the Company.  The execution, delivery and performance of the Agreement
        and the consummation of the transactions contemplated thereby will not result
        in
        any such violation or be in conflict with or constitute, with or without
        the
        passage of time and giving of notice, either a default under any such provision,
        instrument, judgment, order, writ, decree, contract or agreement, or require
        any
        consent, waiver or approval thereunder, or constitute an event which results
        in
        the creation of any lien, charge or encumbrance upon either assets the
        Company.

       

      2.10 Title
        to Property and
        Assets.  The Company owns its property and assets free and
        clear of all mortgages, liens, loans and encumbrances, except such encumbrances
        and liens which arise in the ordinary course of business and do not materially
        impair the Company’s ownership or use of such property or
        assets.  With respect to the property and assets it leases, the
        Company is in compliance with such leases and holds a valid leasehold interest
        free of any liens, claims or encumbrances.

       

      2.11 Use
        of
        Proceeds.  The net proceeds from the sale of the Purchased
        Shares to the Purchaser, after deducting any expenses and/or amounts paid
        for
        indemnification pursuant to Section 6 of this Agreement, shall be used
        exclusively for the purposes set forth in Exhibit B
        hereof.

       

      2.12 Registration
        Rights.  The Company has not granted or agreed to grant any
        registration rights, including piggyback and/or demand registration rights,
        to
        any person or entity.

       

      2.13 Disclosure.  The
        Company has fully provided the Purchaser with all the information which the
        Purchaser has requested in connection with its decision to purchase the
        Purchased Shares and all information which the Company believes is reasonably
        necessary to enable
        such Purchaser to make such decision.  Neither this Agreement nor any
        other statements or certificates made or delivered in connection herewith
        contains any untrue statement of a 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      material
        fact or omits to state a material fact necessary to make the statements herein
        or therein not misleading.

       

      2.14 Financial
        Statements.

       

      (a) Schedule
        2.14
        contains true, correct and complete copies of the (i) the unaudited balance
        sheet of the Company as of December 31, 2006, and the unaudited statements
        of
        income and cash flows of the Company for the period then ended, and (ii)
        the
        unaudited balance sheet of the Company and the Subsidiaries as of December
        31,
        2007, and the unaudited statements of income and cash flow of the for the
        period
        then ended (the “Financial
        Statements”)  The Financial Statements are in conformity with
        generally accepted accounting principles (“GAAP”) and have
        been
        prepared from, and are in accordance with, the books and records of the Company,
        which books and records have been maintained on a basis consistent with the
        past
        practices of the Company.  Each balance sheet included in the
        Financial Statements is true, correct and complete and fairly presents the
        financial position of the Company as of the date of such balance sheet, and
        each
        statement of income and cash flows included in the Financial Statements is
        true,
        correct and complete and fairly presents the results of operations and changes
        in cash flows, as the case may be, of the Company for the periods set forth
        therein.  Each balance sheet and each statement of income and cash
        flows included in the Financial Statements shall not be materially adverse
        from
        the Purchaser’s standpoint, to the Audited Statements as of the same date,
        delivered in accordance with Section 4.1.

       

      (b) The
        Audited Statements (as defined in Section 4.1) will be in conformity with
        GAAP
        and will be prepared from, and will be in accordance with, the books and
        records
        of the Company, which books and records have been maintained on a basis
        consistent with the past practice of the Company.  Each balance sheet
        included in the Audited Financial Statements (including the related notes
        and
        schedules) will be true, correct and complete and fairly present the financial
        position of the Company as of the date of such balance sheet, and each statement
        of income and cash flows included in the Audited Statements (including the
        related notes and schedules) will be true, correct and complete and will
        fairly
        present the results of operations and changes in cash flows, as the case
        may be,
        of the Company for the periods set forth therein.

       

      (c) 
        The
        Company maintains accurate books and records reflecting its assets, liabilities,
        revenues and expenses and maintains proper and adequate internal accounting
        controls which provide assurance that (i) transactions are executed in
        accordance with management’s authorization, (ii) transactions are recorded
        as necessary to permit preparation of financial statements in conformity
        with
        GAAP, and (iii) accounts, notes and other receivables and inventory are
        recorded accurately, and proper and adequate procedures are implemented to
        effect the collection thereof on a current and timely basis.

       

      2.15 Taxes,
        Tax
        Returns.

       

      (a) Definitions.  The
        following terms, as used herein, have the following meanings:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (i) “Taxes”
means
        all
        taxes, assessments, charges, duties, fees, levies and other charges of a
        governmental entity, including income, franchise, capital stock, real property,
        personal property, tangible, withholding, employment, payroll, social security,
        social contribution, unemployment compensation, disability, transfer, sales,
        use, excise, gross receipts, value-added and all other taxes of any kind
        for
        which the Company may have any liability imposed by any governmental entity,
        whether disputed or not, and any related charges, interest or penalties imposed
        by any governmental entity.

       

      (ii) “Tax
        Return” means any
        report, return, declaration or other information, in whatever form or medium,
        required to be supplied to a governmental entity in connection with Taxes,
        including estimated returns and reports of every kind with respect to
        Taxes.

       

      (b) All
        Tax
        Returns due to have been filed by the Company through the date hereof in
        accordance with all applicable laws (pursuant to an extension of time or
        otherwise) have been duly filed and are true, correct and complete in all
        respects.

       

      (c) All
        Taxes, deposits and other payments for which the Company has liability (whether
        or not shown on any Tax Return) have been paid in full or are accrued as
        liabilities for Taxes on the books and records of the Company.

       

      (d) The
        amounts so paid, together with all amounts accrued as liabilities for Taxes
        (including Taxes accrued as currently payable but excluding any accrual to
        reflect timing differences between book and Tax income) on the books of the
        Company, shall be adequate based on the tax rates and applicable laws in
        effect
        to satisfy all liabilities for Taxes of the Company in any jurisdiction,
        including Taxes accruable upon income earned through the date
        hereof.

       

      (e) There
        are
        not now any extensions of time in effect with respect to the dates on which
        any
        Tax Returns were or are due to be filed by the Company.  There are no
        outstanding waivers or agreements between any governmental entity and the
        Company for the extension of time for the assessment of any Taxes or deficiency
        thereof, nor are there any requests for rulings, outstanding subpoenas or
        requests for information, notice of proposed reassessment of any property
        owned
        or leased by the Company or any other matter pending between the Company
        and any
        governmental entity.

       

      (f) The
        Company has not, directly or indirectly, transferred property to or acquired
        property from any individual, corporation, partnership, joint venture, limited
        liability company, trust, unincorporated organization or governmental entity
        with whom it was not dealing at arm's length for consideration other than
        consideration equal to the fair market value of the property at the time
        of the
        disposition or acquisition thereof.

       

      3. Representations
        and
        Warranties of the Purchaser.  The Purchaser hereby represents
        and warrants to the Company that:

       

      3.1 Authorization.  The
        Purchaser has full corporate power and authority to enter into this Agreement,
        which Agreement will constitute its valid and legally binding obligation,
        enforceable in accordance with its terms, except (i) as enforceability may
        be
        limited 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      by
        applicable bankruptcy, insolvency, reorganization, moratorium and other laws
        of
        general application affecting enforcement of creditors’ rights generally and
        (ii) as enforceability may be limited by laws relating to the availability
        of
        specific performance, injunctive relief or other equitable
        remedies.

       

      3.2 Purchase
        Entirely for Own
        Account.  The Purchased Shares will be purchased for investment
        for the Purchaser’s own account, and not with a view to the resale or
        distribution of any part thereof in violation of applicable securities
        laws.  The Purchaser is not a party to any contract, undertaking,
        agreement or arrangement with any person or entity to sell, transfer or grant
        participations to such person, entity or any third party, with respect to
        any of
        the Purchased Shares.

       

      3.3 Disclosure
        of
        Information.  The Purchaser has received all the information it
        considers necessary or appropriate for deciding whether to purchase the
        Purchaser Shares.  The Purchaser further represents that it has had an
        opportunity to ask questions of and receive answers from the Company regarding
        the terms and conditions of the offering of the Purchased Shares and the
        business, properties, prospects and financial conditions of the
        Company.

       

      3.4 Investment
        Experience.  The Purchaser acknowledges that it is able to fend
        for itself, can bear the economic risk of its investment in the Purchased
        Shares
        and has such knowledge and experience in financial or business matters that
        it
        is capable of evaluating the merits and risks of the investment in the Purchased
        Shares.

       

      3.5 Restricted
        Securities.  The Purchaser understands that the Purchased
        Shares are characterized as “restricted securities” under the federal securities
        laws inasmuch as they are being acquired from the Company in a transaction
        not
        involving a public offering and that under such laws and applicable regulations
        such securities may be resold without registration under the Securities Act
        of
        1933, as amended (the “Act”), only
        in
        certain limited circumstances.  The Purchaser is familiar with Rule
        144 of the Securities and Exchange Commission (the “SEC”), as presently
        in effect, and understands the resale limitations imposed thereby and by
        the
        Act.

       

      3.6 Legends.  It
        is understood that the certificates evidencing the Purchased Shares will
        bear a
        legend substantially similar to the following legend, in addition to any
        other
        legend required by applicable state securities laws:

       

      “THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
        AND
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  SUCH
        SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
        OR
        UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY
        ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
        REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.  THESE
        SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE
        SECTION 10-5-9 OF THE ‘GEORGIA SECURITIES ACT OF 1973,’ AND MAY NOT BE SOLD
        OR

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TRANSFERRED
        EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN
        EFFECTIVE REGISTRATION UNDER SUCH ACT.  COPIES OF THE AGREEMENT
        COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY
        BE
        OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
        CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE
        OFFICES OF THE CORPORATION.”

       

      Nothing
        contained in this Section 3 shall in any respect limit or modify the
        representations and warranties of the Company in Section 2 of this Agreement
        or
        the right of the Purchaser to rely thereon.

       

      4. Certain
        Covenants and
        Agreements.

       

      The
        Company covenants that it will
        comply with the following provisions:

       

      4.1 Audited
        Financial
        Statements.  As soon as possible following the date hereof, the
        Company will deliver to the Purchaser balance sheets and statements of income
        and stockholders equity and statements of cash flows of the Company audited
        by
        an independent public accounting firm selected by the Company, showing the
        financial condition of the Company as of the close of each fiscal year since
        the
        Company’s inception and the results of the Company’s operations during each such
        fiscal year (the “Audited
        Statements”).  The Company shall provide such accounting firm
        and its accountants and other authorized representatives reasonable access,
        during reasonable hours and with reasonable advance notice, to any and all
        of
        its premises, employees (including executive officers), properties, contracts,
        commitments, books, records and other information as such accounting firm
        deems
        necessary to prepare the Audited Statements.

       

      4.2 Quarterly
        Statements.  As soon as possible and in any event within
        forty-five (45) days after the end of each fiscal quarter commencing with
        the
        first fiscal quarter of the Company ending after the Initial Closing Date,
        the
        Company will deliver to the Purchaser internal, unaudited balance sheets
        and
        statements of income, stockholders equity and cash flows of the Company as
        of
        the end of such fiscal quarter and for the year to date, certified by the
        President (or other chief executive officer) and the Treasurer or chief
        financial officer of the Company to be true and correct and to have been
        prepared in accordance with GAAP consistently applied (subject to normal
        year-end adjustments and the absence of footnotes).

       

      4.3 Records
        and
        Accounts.  The Company will keep records and books of account
        which are true and correct in all material respects in which entries which
        are
        full, true and correct in all material respects will be made in accordance
        with
        GAAP.  The Company shall (and shall cause its officers, directors,
        employees, auditors and agents to) provide the Purchaser and its accountants,
        investment bankers, counsel, environmental consultants and other authorized
        representatives full access, during reasonable hours, to any and all of its
        premises, employees (including executive officers), properties, contracts,
        commitments, books, records and other information of the Company (including
        Tax
        Returns filed and those in preparation) and shall cause its officers to furnish
        to the Purchaser and its authorized representatives, promptly upon

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      request
        therefor, any and all financial, technical and operating data and other
        information pertaining to the Company.

       

      4.4 Legal
        Existence; Maintenance
        of Properties.  The Company will preserve and keep in full
        force and effect its legal existence and its material rights and properties
        (including, without limitation, its intellectual property).  The
        Company will maintain its material properties that are used or useful in
        the
        conduct of its business in good operating condition.

       

      4.5 Compliance
        with Laws and
        Contracts.  The Company will comply with (a) the Charter
        Documents and (b) all applicable laws and regulations, the failure to
        comply with which would have a material adverse effect on the business, assets
        or financial condition of the Company.

       

      4.6 Repurchases.  The
        Company will not repurchase any capital stock of the Company from any
        stockholder.

       

      4.7 Transactions
        with
        Affiliates.  The Company will not make any payment to, or sell,
        lease, transfer or otherwise dispose of any of its properties or assets to,
        or
        purchase any property or assets from, or enter into or make or amend any
        transaction, contract, agreement, understanding, loan, advance or guarantee
        with, or for the benefit of, any individual, corporation, partnership, joint
        venture, limited liability company, trust, or unincorporated organization
        (a
“Person”)
        directly controlling or controlled by or under direct or indirect common
        control
        with the Company (each such Person, an “Affiliate,”
and each
        such transaction, an “Affiliate
        Transaction”), unless (i) such Affiliate Transaction is on terms
        that are no less favorable to the Company than those that would have been
        obtained in a comparable transaction by the Company with an unrelated Person
        and
        (ii) with respect to any Affiliate Transaction or series of related
        Affiliate Transactions involving aggregate consideration in excess of $1,000,
        the Company delivers to the Purchaser a resolution of the Board of Directors
        of
        the Company set forth in an officer’s certificate certifying that such Affiliate
        Transaction complies with clause (i) of this Section 4.7 and that such
        Affiliate Transaction has been approved by (i) a majority of the disinterested
        members of the Board of Directors of the Company, or (ii) a majority of the
        disinterested members of a special committee of the Board of Directors of
        the
        Company.

       

      4.8 Other
        Protective
        Provisions.  The Company will not:

       

      (a) (i) issue,
        sell, give away, transfer, pledge, mortgage, assign or otherwise dispose
        of,
        (ii) grant any rights (either preemptive or other) or options to subscribe
        for or purchase, or (iii) enter into any agreements, or issue any warrants,
        providing for the issuance of any of, its capital stock, or any securities
        convertible into or exchangeable for any of its capital stock; provided that
        the
        foregoing shall not restrict the Company from issuing capital stock in
        satisfaction of the obligations contained in this Agreement (including, without
        limitation, the options set forth on Schedule
        2.2(b);

       

      (b) increase
        in any manner the compensation of, or enter into any new bonus or incentive
        agreement or arrangement with, any of its employees, officers, directors
        or
        consultants, except in the ordinary course of business to the extent consistent
        with past practice of the Company;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c) amend
        its
        Charter Documents so as to adversely affect the rights and preferences of
        the
        Purchaser; or

       

      (d) make
        any
        substantial change to the Company’s current operations or line of
        business.

       

      4.9 Sublease.  As
        soon as practical following the date hereof, the Company and Purchaser shall
        enter into a sublease agreement mutually satisfactory to the Company and
        Purchaser, regarding certain office space located at 101 Marietta Street,
        N.W.,
        Atlanta, Georgia 30303.

       

      5. Conditions
        to the
        Purchaser’s Obligations at Closing.

       

      5.1 Initial
        Closing.  The obligations of the Purchaser under this Agreement
        with respect to the purchase of the Initial Shares are subject to the
        fulfillment on or before the Initial Closing of each of the following
        conditions:

       

      (a) Representations
        and
        Warranties.  The representations and warranties of the Company
        contained in Section 2 of this Agreement shall be true and correct in all
        material respects (except to the extent that any of such representations
        and
        warranties is already qualified as to materiality in Section 2 above, in
        which
        case, such representations and warranties shall be true and correct in all
        respects) as of the date when made and as of the Initial Closing Date as
        though
        made on the Initial Closing Date (except for representations and warranties
        that
        speak as of a specific date).

       

      (b) Performance.  The
        Company shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Initial Closing.

       

      (c) Consents
        and
        Authorizations.  The Purchaser shall have received from the
        Company copies, certified by a duly authorized officer thereof to be true
        and
        complete as of the Initial Closing Date, of the records of (a) all
        corporate action taken by the Company to authorize the execution, delivery
        and
        performance of this Agreement (b) all consents and waivers from the
        shareholders of the Company and any other third parties necessary, if any,
        with
        respect to the issuance and sale of the Initial Shares.

       

      (d) Compliance
        Certificate.  The Chief Executive Officer of the Company shall
        have delivered to the Purchaser a certificate certifying (i) that the conditions
        specified in Sections 5.1(a), 5.1(b) and 5.1(c) of this Agreement have been
        fulfilled and (ii) that there shall have been no material adverse change
        in the
        assets, condition, business, operations, affairs or prospects of the Company,
        financially or otherwise (the “Condition”) since
        June 30, 2007.

       

      5.2 Second
        Closing.  The obligations of the Purchaser under this Agreement
        with respect to the purchase of the Second Shares are subject to the fulfillment
        on or before the Second Closing of each of the following
        conditions:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a) Representations
        and
        Warranties.  The representations and warranties of the Company
        contained in Section 2 of this Agreement shall be true and correct in all
        material respects (except to the extent that any of such representations
        and
        warranties is already qualified as to materiality in Section 2 above, in
        which
        case, such representations and warranties shall be true and correct in all
        respects) as of the date when made and as of the Second Closing Date as though
        made on the Second Closing Date (except for representations and warranties
        that
        speak as of a specific date).

       

      (b) Performance.  The
        Company shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Second Closing.

       

      (c) Consents
        and
        Authorizations.  The Purchaser shall have received from the
        Company copies, certified by a duly authorized officer thereof to be true
        and
        complete as of the Second Closing Date, of the records of (a) all corporate
        action taken by the Company to authorize the execution, delivery and performance
        of this Agreement (b) all consents and waivers from the shareholders of the
        Company and any other third parties necessary, if any, with respect to the
        issuance and sale of the Second Shares.

       

      (d) Compliance
        Certificate.  The Chief Executive Officer of the Company shall
        have delivered to the Purchaser a certificate certifying (i) that the conditions
        specified in Sections 5.2(a), 5.2(b) and 5.2(c) of this Agreement have been
        fulfilled and (ii) that there shall have been no material adverse change
        in the
        Condition of the Company since June 30, 2007.

       

      5.3 Third
        Closing.  The obligations of the Purchaser under this Agreement
        with respect to the purchase of the Third Shares are subject to the fulfillment
        on or before the Third Closing of each of the following conditions:

       

      (a) Representations
        and
        Warranties.  The representations and warranties of the Company
        contained in Section 2 of this Agreement shall be true and correct in all
        material respects (except to the extent that any of such representations
        and
        warranties is already qualified as to materiality in Section 2 above, in
        which
        case, such representations and warranties shall be true and correct in all
        respects) as of the date when made and as of the Third Closing Date as though
        made on the Third Closing Date (except for representations and warranties
        that
        speak as of a specific date).

       

      (b) Performance.  The
        Company shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Third Closing.

       

      (c) Consents
        and
        Authorizations.  The Purchaser shall have received from the
        Company copies, certified by a duly authorized officer thereof to be true
        and
        complete as of the Third Closing Date, of the records of (a) all corporate
        action taken by the Company to authorize the execution, delivery and performance
        of this Agreement (b) all consents and waivers from the shareholders of the
        Company and any other third parties necessary, if any, with respect to the
        issuance and sale of the Third Shares.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) Compliance
        Certificate.  The Chief Executive Officer of the Company shall
        have delivered to the Purchaser a certificate certifying (i) that the conditions
        specified in Sections 5.3(a), 5.3(b) and 5.3(c) of this Agreement have been
        fulfilled and (ii) that there shall have been no material adverse change
        in the
        Condition of the Company since June 30, 2007.

       

      5.4 Fourth
        Closing.  The obligations of the Purchaser under this Agreement
        with respect to the purchase of the Fourth Shares are subject to the fulfillment
        on or before the Fourth Closing of each of the following
        conditions:

       

      (a) Representations
        and
        Warranties.  The representations and warranties of the Company
        contained in Section 2 of this Agreement shall be true and correct in all
        material respects (except to the extent that any of such representations
        and
        warranties is already qualified as to materiality in Section 2 above, in
        which
        case, such representations and warranties shall be true and correct in all
        respects) as of the date when made and as of the Fourth Closing Date as though
        made on the Fourth Closing Date (except for representations and warranties
        that
        speak as of a specific date).

       

      (b) Performance.  The
        Company shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Fourth Closing.

       

      (c) Consents
        and
        Authorizations.  The Purchaser shall have received from the
        Company copies, certified by a duly authorized officer thereof to be true
        and
        complete as of the Fourth Closing Date, of the records of (a) all corporate
        action taken by the Company to authorize the execution, delivery and performance
        of this Agreement (b) all consents and waivers from the shareholders of the
        Company and any other third parties necessary, if any, with respect to the
        issuance and sale of the Fourth Shares.

       

      (d) Compliance
        Certificate.  The Chief Executive Officer of the Company shall
        have delivered to the Purchaser a certificate certifying (i) that the conditions
        specified in Sections 5.4(a), 5.4(b) and 5.4(c) of this Agreement have been
        fulfilled and (ii) that there shall have been no material adverse change
        in the
        Condition of the Company since June 30, 2007.

       

      6. Conditions
        to the Company’s
        Obligations at Closing.

       

      6.1 Initial
        Closing.

       

      (a) Legality;
        Governmental
        Authorization.  The issuance and sale of the Initial Shares to
        the Purchaser shall not be prohibited by any law or governmental order or
        regulation.  All material consents, approvals, licenses, permits,
        orders and authorizations of, or registrations, declarations and filings
        with,
        any governmental or administrative agency or of or with any third party,
        with
        respect to any of the transactions contemplated by this Agreement to be
        performed at the Initial Closing which must be obtained by the Purchaser
        shall
        have been duly obtained or made and shall be in full force and
        effect.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b) Representations
        and
        Warranties.  The representations and warranties of the
        Purchaser contained in Section 3 of this Agreement shall be true and correct
        in
        all material respects (except to the extent that any of such representations
        and
        warranties is already qualified as to materiality in Section 3 above, in
        which
        case, such representations and warranties shall be true and correct in all
        respects) as of the date when made and as of the Initial Closing Date as
        though
        made on the Initial Closing Date (except for representations and warranties
        that
        speak as of a specific date).

       

      (c) Performance.  The
        Purchaser shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Initial Closing.

       

      (d) Payment
        of Purchase
        Price.  The Purchaser shall have delivered the Initial Purchase
        Price.

       

      6.2 Second
        Closing.

       

      (a) Legality;
        Governmental
        Authorization.  The issuance and sale of the Second Shares to
        the Purchaser shall not be prohibited by any law or governmental order or
        regulation.  All material consents, approvals, licenses, permits,
        orders and authorizations of, or registrations, declarations and filings
        with,
        any governmental or administrative agency or of or with any third party,
        with
        respect to any of the transactions contemplated by this Agreement to be
        performed at the Second Closing which must be obtained by the Purchaser shall
        have been duly obtained or made and shall be in full force and
        effect.

       

      (b) Representations
        and
        Warranties.  The representations and warranties of the
        Purchaser contained in Section 3 of this Agreement shall be true and correct
        in
        all material respects (except to the extent that any of such representations
        and
        warranties is already qualified as to materiality in Section 3 above, in
        which
        case, such representations and warranties shall be true and correct in all
        respects) as of the date when made and as of the Initial Closing Date as
        though
        made on the Second Closing Date (except for representations and warranties
        that
        speak as of a specific date).

       

      (c) Performance.  The
        Purchaser shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Second Closing.

       

      (d) Payment
        of Purchase
        Price.  The Purchaser shall have delivered the Second Purchase
        Price.

       

      6.3 Third
        Closing.

       

      (a) Legality;
        Governmental
        Authorization.  The issuance and sale of the Third Shares to
        the Purchaser shall not be prohibited by any law or governmental order or
        regulation.  All material consents, approvals, licenses, permits,
        orders and authorizations of, or registrations, declarations and filings
        with,
        any governmental or administrative agency or of or with any third party,
        with
        respect to any of the transactions contemplated by this Agreement
        to

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      be
        performed at the Third Closing which must be obtained by the Purchaser shall
        have been duly obtained or made and shall be in full force and
        effect.

       

      (b) Representations
        and
        Warranties.  The representations and warranties of the
        Purchaser contained in Section 3 of this Agreement shall be true and correct
        in
        all material respects (except to the extent that any of such representations
        and
        warranties is already qualified as to materiality in Section 3 above, in
        which
        case, such representations and warranties shall be true and correct in all
        respects) as of the date when made and as of the Initial Closing Date as
        though
        made on the Third Closing Date (except for representations and warranties
        that
        speak as of a specific date).

       

      (c) Performance.  The
        Purchaser shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Third Closing.

       

      (d) Payment
        of Purchase
        Price.  The Purchaser shall have delivered the Third Purchase
        Price.

       

      6.4 Fourth
        Closing.

       

      (a) Legality;
        Governmental
        Authorization.  The issuance and sale of the Fourth Shares to
        the Purchaser shall not be prohibited by any law or governmental order or
        regulation.  All material consents, approvals, licenses, permits,
        orders and authorizations of, or registrations, declarations and filings
        with,
        any governmental or administrative agency or of or with any third party,
        with
        respect to any of the transactions contemplated by this Agreement to be
        performed at the Fourth Closing which must be obtained by the Purchaser shall
        have been duly obtained or made and shall be in full force and
        effect.

       

      (b) Representations
        and
        Warranties.  The representations and warranties of the
        Purchaser contained in Section 3 of this Agreement shall be true and correct
        in
        all material respects (except to the extent that any of such representations
        and
        warranties is already qualified as to materiality in Section 3 above, in
        which
        case, such representations and warranties shall be true and correct in all
        respects) as of the date when made and as of the Initial Closing Date as
        though
        made on the Fourth Closing Date (except for representations and warranties
        that
        speak as of a specific date).

       

      (c) Performance.  The
        Purchaser shall have performed and complied with all agreements, obligations
        and
        conditions contained in this Agreement that are required to be performed
        or
        complied with by it on or before the Fourth Closing.

       

      (d) Payment
        of Purchase
        Price.  The Purchaser shall have delivered the Fourth Purchase
        Price.

       

      7. Expenses;
        Indemnity.

       

      (a) The
        Company hereby agrees to pay on demand up to $50,000 of the reasonable
        out-of-pocket expenses incurred by the Purchaser on or prior to the Initial
        Closing Date in connection with the transactions contemplated by this Agreement,
        including, without

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      limitation,
        the fees and expenses of the Purchaser’s legal counsel, which amount may be
        set-off against any amount owed by the Purchaser to the Company (including,
        without limitation, the Aggregate Purchase Price).

       

      (b) The
        Company hereby agrees to indemnify and hold the Purchaser and its affiliates
        and
        their respective shareholders, officers, directors, employees and agents,
        and
        their successors and assigns, harmless from and against any and all actions,
        causes of action, suits, losses, liabilities, damages and expenses (including,
        without limitation, reasonable attorneys’ fees and disbursements), incurred by
        any of the indemnitees as a result of or relating to the inaccuracy of any
        of
        the representations and warranties made by the Company in Section 2 hereof
        in any material respect or any failure by the Company to comply in any material
        respect with any of its covenants hereunder.  For purposes of this
        Section 7(b), (i) the representations and warranties made by the Company in
        Section 2 hereof shall expire on the later of the two (2) year anniversary
        of the Initial Closing Date, the Second Closing Date, the Third Closing Date
        or
        the Fourth Closing Date, except that the representations and warranties made
        by
        the Company in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.10 and 2.12 shall survive
        indefinitely, and (ii) the covenants made by the Company in Section 4 of
        this
        Agreement shall expire upon on the later of the two (2) year anniversary
        of the
        Initial Closing Date, the Second Closing Date, the Third Closing Date or
        the
        Fourth Closing Date, except that the covenants made by the Company in Sections
        4.1 and 4.2 shall survive for so long as Purchased Shares are held by the
        Purchaser or its successors.

       

      (c) The
        Company hereby agrees to indemnify and hold the Purchaser and its affiliates
        and
        their respective shareholders, officers, directors, employees and agents,
        and
        their successors and assigns, harmless from any claim, demand or liability
        for
        any broker’s, finder’s or placement fees or lender’s incentive fees alleged to
        have been incurred by the Company in connection with the transactions
        contemplated by this Agreement.

       

      (d) Any
        payments made by the Company pursuant to Section 7(b) and 7(c) shall be paid
        in
        immediately available funds in an amount equal to such claim as the Parties
        determine by mutual agreement, or in the event that the Parties cannot reach
        such agreement, then as determined by the final, non-appealable decision
        of a
        court of competent jurisdiction; provided, however,
        that the Company may, at the Purchaser’s option, pay to the Purchaser, in
        satisfaction of such claim, a number of shares of Common Stock equal to the
        quotient of (i) the amount of such claim divided by (ii)
        0.24.  Notwithstanding the foregoing, any payments made by the Company
        pursuant to this Section 7(d) shall, in the aggregate, not exceed the Aggregate
        Purchase Price.

       

      (e) The
        Purchaser hereby agrees to indemnify and hold the Company and its respective
        shareholders, officers, directors, employees and agents, and their successors
        and assigns, harmless from and against any and all actions, causes of action,
        suits, losses, liabilities, damages and expenses (including, without limitation,
        reasonable attorneys’ fees and disbursements), incurred in any capacity by any
        of the indemnitees (i) as a result of or relating to the inaccuracy of any
        of the representations and warranties made by the Purchaser pursuant to
        Section 3 hereof in any material respect or any failure by the Purchaser to
        comply in any material respect with any of its covenants hereunder and
        (ii) for any broker’s, finder’s or placement fees or lender’s incentive
        fees alleged to have been incurred by the Purchaser in connection with the
        transactions contemplated by this Agreement.  For purposes of this
        Section 7(e), the

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      representations
        and warranties made by the Purchaser in Section 3 hereof shall expire on
        the later of the two (2) year anniversary of the Initial Closing Date, the
        Second Closing Date, the Third Closing Date or the Fourth Closing Date, except
        that the representations and warranties made by the Purchaser in Sections
        3.1
        and 3.2 shall survive indefinitely.

       

      (f) The
        obligations of the Company and the Purchaser under this Section 7 shall
        survive redemption or retirement of the Purchased Shares and the termination
        of
        this Agreement.

       

      8. Miscellaneous.

       

      8.1 Governing
        Law.  This Agreement shall be construed in accordance with and
        governed by the laws of the State of Georgia, without reference to its choice
        of
        law rules.

       

      8.2 Consent
        to Jurisdiction,
        Etc..  Each Party irrevocably and unconditionally (a) consents
        to submit to the exclusive jurisdiction of the Business Case Division of
        the
        Fulton County Superior Court located in the State of Georgia (the “Business Court”), and
        in the event the Business Court does not have jurisdiction over such dispute,
        then of the courts of the State of Georgia and of the United States District
        Court for the Northern District of Georgia for any action, dispute, suit
        or
        proceeding arising out of or relating to this Agreement (and each party
        irrevocably and unconditionally agrees not to commence any such action, dispute,
        suit or proceeding except in such courts), (b) waives any objection to the
        laying of venue of any such action, dispute, suit or proceeding in any such
        courts and (c) waives and agrees not to plead or claim that any such action,
        dispute, suit or proceeding brought in any such court has been brought in
        an
        inconvenient forum.  Each Party hereby irrevocably waives any and all
        rights to trial by jury in any legal proceeding arising out of or related
        to
        this Agreement.

       

      8.3 No
        Fractional
        Shares.  In the event any calculation of shares of Common Stock
        pursuant to any section of this Agreement yields a decimal number, such amount
        shall be rounded to the nearest whole number.

       

      8.4 Counterparts.  This
        Agreement may be executed in two or more identical counterparts, all of which
        shall be considered one and the same agreement and shall become effective
        when
        counterparts have been signed by each party and delivered to the other
        party.  In the event any signature page is delivered by facsimile
        transmission, the party using such means of delivery shall cause two (2)
        additional original executed signature pages to be physically delivered to
        the
        other party within five (5) days of the execution and delivery
        hereof.

       

      8.5 Headings.  The
        headings of this Agreement are for convenience of reference and shall not
        form
        part of, or affect the interpretation of, this Agreement.

       

      8.6 Severability.  If
        any provision of this Agreement shall be invalid or unenforceable in any
        jurisdiction, such invalidity or unenforceability shall not affect the validity
        or enforceability of the remainder of this Agreement in that jurisdiction
        or the
        validity or enforceability of any provision of this Agreement in any other
        jurisdiction.

       

      8.7 Entire
        Agreement,
        Amendments.  This Agreement supersedes all other prior oral or
        written agreements between the Parties, their affiliates and persons acting
        on
        their 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      behalf
        with respect to the matters discussed herein, and this Agreement and the
        instruments referenced herein contain the entire understanding of the Parties
        with respect to the matters covered herein and therein and, except as
        specifically set forth herein or therein, neither the Company nor the Purchaser
        makes any representation, warranty, covenant or undertaking with respect
        to such
        matters.  No provision of this Agreement may be waived or amended
        other than by an instrument in writing signed by the party to be charged
        with
        enforcement.

       

      8.8 Notices.  Any
        notices, consents, waivers, or other communications required or permitted
        to be
        given under the terms of this Agreement (including, without limitation, the
        Purchaser’s exercise of the First Option, the Second Option and the Third
        Option) must be in writing and will be deemed to have been duly given (i)
        upon
        receipt, when delivered personally; (ii) upon confirmation of receipt, when
        sent
        by facsimile; (iii) three (3) business days after being sent by U.S. certified
        mail, return receipt requested, or (iv) one (1) business day after deposit
        with
        a nationally recognized overnight delivery service, in each case properly
        addressed to the party to receive the same.  The addresses and
        facsimile numbers for such communications shall be:

       

      
        	
                If
                  to the Company, to:

              	
                Tap
                  It, Inc.

              
	 	
                101
                  Marietta St., NW, 26th Floor

              
	 	
                Atlanta,
                  GA  30303

              
	 	Attention:    	
                 Jonathon
                  Alexander

              
	 	Facsimile: 	
                 678.954.8019

              
	 	 
	
                If
                  to the Purchaser, to:

              	
                Winsonic
                  Digital Media Group, Ltd.

              
	 	
                101
                  Marietta St., NW, Suite 2600

              
	 	
                Atlanta,
                  GA  30303

              
	 	Attention:   	
                 Winston
                  Johnson

              
	 	Facsimile: 	
                  (404)
                  230-5710

              
	 	 


      

      Each
        party shall provide five (5) days’ prior written notice to the other party of
        any change in address or facsimile number.

       

      8.9 Successors
        and
        Assigns.  This Agreement shall be binding upon and inure to the
        benefit of the parties and their respective successors and
        assigns.  Neither Party shall assign this Agreement or any rights or
        obligations hereunder without the prior written consent of the other
        Party.

       

      8.10 No
        Third Party
        Beneficiaries.  This Agreement is intended for the benefit of
        the parties hereto and their respective permitted successors and assigns,
        and is
        not for the benefit of, nor may any provision hereof be enforced by, any
        other
        person.

       

      8.11 Further
        Assurances.  Each Party shall do and perform, or cause to be
        done and performed, all such further acts and things, and shall execute and
        deliver all such other agreements, certificates, instruments and documents,
        as
        the other Party may reasonably request  in
        order
        to carry out the intent and accomplish the purposes of this Agreement and
        the
        consummation of the transactions contemplated hereby.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed,
        as
        of the date first above written.

       

      PURCHASER:

      


      WINSONIC
        DIGITAL MEDIA GROUP, LTD.

      


      By:
/s/
        Winston
        Johnson                                                                           


      Name:    Winston
        Johnson

      Title:      Chairman
        and Chief Executive Officer

      


      COMPANY:

      


      TAP
        IT, INC.

      


      By:  /s/
        Jonathon
        Alexander

      Name:  
        Jonathon Alexander

      Title:   
        President/CEO

       

       

       

       

       

       

       

      
        Signature
          Page to Stock Purchase Agreement

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        A

      


      FORM
        OF

      DEMAND
        PROMISSORY NOTE

      


      


      


      
        	$
                ______________ 	
                 Atlanta,
                  Georgia

              


      

       __________
        __, 2008

      


      


      TAP
        IT, INC. a Delaware corporation
        (the “Company”), for
        value
        received hereby promises to pay to the order of Winsonic Digital Media Group,
        Ltd. a Nevada corporation (the “Holder”), without
        any
        abatement, reduction, diminution, setoff, defense, counterclaim or recoupment
        whatsoever, the sum of __________________________________
        DOLLARS  ($________) and any unpaid accrued interest (including
        Default Interest, as defined below) hereon, on the Maturity Date, as defined
        below, or sooner should this Note be declared immediately due and payable
        as
        hereafter provided. Payment for all amounts due hereunder shall be made by
        wire
        transfer in accordance with the Holder’s instructions, or at the Holder’s
        option, by shares of the Company’s Common Stock pursuant to the terms and
        conditions of that certain Stock Purchase Agreement, dated as of January
        22,
        2008, by and between the Company and the Holder (the “Purchase
        Agreement”).  Capitalized terms used but not otherwise defined
        herein shall have the meanings given to such terms in the Purchase
        Agreement.

      


      The
        following is a statement of the
        rights of the Holder and the conditions to which this Note is
        subject.

      


      1.           
        Principal and
        Interest.  Unless this Note is sooner paid, the principal of
        and all accrued and unpaid interest on this Note shall be paid in full on
        the
        fifth (5th)
        day
        following written notice of demand from the Holder to the Company (the “Maturity
        Date”).  This Note may be prepaid at any time.  All
        payments under this Note will be made without setoff, counterclaim or other
        defense.

       

      The
        Company agrees to pay interest on the unpaid principal amount of this Note
        from
        the date hereof until the earlier of the Maturity Date or the date of an
        Event
        of Default, as defined below, at a simple interest rate of six percent (6%)
        per
        annum, subject to Section 2(d)(ii) hereof.

      


      2.           
        Events of
        Default.

       

      (a)           
        Events of Default
        Defined.  The following specified events constitute an event of
        default hereunder (each an “Event of
        Default”):

       

      (i)         
        the Company shall default in the payment upon demand of the principal or
        interest on this Note or any other amounts owing hereunder and the continuance
        thereof for five (5) Business Days after written notice;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

                                                        (ii)             
           the Company shall breach any of the covenants set forth in Section 4.1
          of
          the Purchase Agreement and the continuance thereof for five (5) Business
          Days
          after written notice; or

      

       

      (iii)           
        the Company’s representations and warranties set forth in Section 2.14 of the
        Purchase Agreement, or any certificate delivered to Holder pursuant to Sections
        5.1(d), 5.2(d), 5.3(d) or 5.4(d) of the Purchase Agreement with respect to
        the
        representations and warranties set forth in Section 2.14 of the Purchase
        Agreement, shall contain any inaccuracy when made or delivered, as the case
        may
        be.  An Event of Default under this Section 2(a)(iii) shall be deemed
        to have commenced upon the earliest date that such representation and warranty
        or such certificate was made or delivered, as the case may be, to the
        Holder.

       

      (b)           
        Notice of the
        Events
        of Default.  The Company covenants that it will give notice to
        the Holder of the occurrence of any Event of Default within five (5) business
        days after the discovery of such an event by an officer of the Company,
        specifying the nature thereof, the period of existence thereof and what action
        it proposes to take with respect thereto.

       

      (c)           
        Default Rate of
        Interest. If the Company defaults in the payment of the amounts hereunder
        on the Maturity Date or an Event of Default occurs, the Company shall pay
        a
        default interest rate equal to twelve percent (12%) in excess of the interest
        rate otherwise applicable hereunder (the “Default
        Rate”).

       

      (d)           
        Consequences of
        Event
        of Default.  Upon the occurrence of an Event of Default and at
        any time thereafter so long as any Event of Default shall then be continuing,
        the Holder may, by written notice to the Company, take any or all of the
        following actions without prejudice to the rights of the Holder to enforce
        its
        claim against the Company and to pursue any remedies against the
        Company:  (i) declare the principal and any accrued interest in
        respect of this Note and all obligations owing hereunder to be, whereupon
        the
        same shall become, forthwith due and payable without presentment, demand,
        protest, or other notice of any kind, all of which are hereby waived by the
        Company, and (ii) declare that the total amount owed (including principal,
        accrued interest and other amounts to the extent permitted by law), shall
        bear
        interest, and shall be deemed to have born interest as of the date of this
        Note,
        at the Default Rate (such interest, “Default
        Interest”).

       

      4.           
        Waiver of
        Demand.  The Company waives demand for payment, presentment,
        protest, notice of protest and non-payment, or other notice of default, notice
        of acceleration and intention to accelerate, and agrees that its liability
        under
        this Note shall not be affected by any renewal or extension in the time of
        payment hereof, or in any indulgences, or by any release or change in any
        security for the payment of this Note, and hereby consents to any and all
        renewals, extensions, indulgences, releases or changes, regardless of the
        number
        of such renewals, extensions, indulgences, releases or changes.

       

      5.           
        Successors and
        Assigns.  The rights and obligations of the Company and the
        Holder under this Note shall be binding upon and inure to the benefit of
        the
        parties and their respective successors and assigns.  Neither Party
        shall assign this Note or any rights or obligations hereunder without the
        prior
        written consent of the other Party.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.           
        Remedies
        Cumulative.  The remedies of the Holder as provided herein, in
        the Purchase Agreement, and in any other documents governing or securing
        repayment hereof shall be cumulative and concurrent and may be pursued singly,
        successively, or together, at the sole discretion of the Holder to the extent
        provided in the Purchase Agreement and may be exercised as often as occasion
        therefore shall arise. No act or omission of the Holder, including specifically,
        but without limitation, any failure to exercise any right, remedy or recourse,
        shall be effective as a waiver of any right of the Holder hereunder, unless
        set
        forth in a written document executed by the Holder, and then only to the
        extent
        specifically recited therein. A waiver or release with reference to one event
        shall not be construed as continuing, as a bar to, or as a wavier or release
        of
        any subsequent right, remedy or recourse as to any subsequent
        event.

       

      If
        this
        Note is collected with the assistance of an attorney, or if it is collected
        through any legal proceedings at law or in equity or in bankruptcy, receivership
        or other court proceedings, the Company agrees to pay all reasonable costs
        and
        expenses of collection including, but not limited to, court costs and the
        reasonable fees and expenses of any attorney employed by the Holder
        hereof.

      


      7.           
        Notices.  All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed sufficiently given and served for all purposes when personally delivered
        or given by e-mail, telex or machine-confirmed facsimile or three business
        days
        after a writing is deposited in the United States mail, first class postage
        or
        other charges prepaid and certified, return receipt requested, addressed
        to the
        address set forth below for the Company and to the address of the Holder
        set
        forth in the records of the Company (or at such other address for a party
        as
        shall be specified by like notice).

       

      8.           
        Governing Law;
        Venue.  This Note shall be governed by and construed in
        accordance with the laws of the State of Georgia without regard to its conflict
        of laws provisions. the Company and the Holder each irrevocably and
        unconditionally agree that the terms and conditions of Section 8.2 of the
        Purchase Agreement shall be incorporated by reference herein.

       

      [Remainder
        of this page intentionally left blank]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the undersigned has executed this Note on the date first
        above
        written.


       

      TAP
        IT, INC.

      


      


      By:  __________________________________

      Name:  _______________________________

      Title:  ________________________________

      


      


      


      ACKNOWLEDGED:

      


      


      WINSONIC
        DIGITAL MEDIA GROUP,
        LTD.

      


      


      By:  __________________________________

      Name:  _______________________________

      Title:  ________________________________

      


       

       

       

      
        Signature
          Page to Promissory Note Dated ___________ __, 2008