ex10_1.htm


    
      

    

    Exhibit
      10.1

     

     

    STOCK
      PURCHASE AGREEMENT

     

    BY
      AND
      AMONG

     

    PLUGINZ,
      LLC, A CALIFORNIA LIMITED LIABILITY COMPANY,

     

    DNC
      MULTIMEDIA, INC.,

     

    PLANETTRAKS
      INC.

     

    AND
      PLANETLINK COMMUNICATIONS, INC. 


     

    Dated
      as
      of November 12, 2007

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    THIS
      STOCK PURCHASE AGREEMENT (this “Agreement”) is made and
      entered into as of November 12, 2007, by and among (1) Planetlink
      Communications, Inc., a Georgia corporation (the “Parent”), (2) Planettraks
      Inc., a Nevada corporation and wholly-owned subsidiary of the Parent
      (“Purchaser”), (3) DnC Multimedia, Inc., a Delaware corporation (“DnC”), and (4)
      Pluginz, LLC, a California limited liability company (the
“Seller”).

     

    RECITALS

     

    A.           The
      Seller wishes to sell to Purchaser, and Parent wishes for Purchaser to purchase
      from Seller, all of the capital stock that the Seller owns in DnC (the
“Shares’), in accordance with the terms and conditions of this Agreement (the
“Stock Purchase”) and, in furtherance thereof,
      have
      entered into the Stock Purchase.

     

    B.           Subject
      to the terms and conditions of this Agreement, Purchaser will purchase and
      the
      Seller will sell all of the issued and outstanding capital stock of DnC in
      exchange for the consideration set forth herein.

     

    C.           DnC
      and the Seller, on the one hand, and Purchaser, on the other hand, desire to
      make certain representations, warranties, covenants and other agreements in
      connection with the Stock Purchase.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements, covenants and other
      promises set forth herein, the mutual benefits to be gained by the performance
      thereof, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged and accepted, the parties hereby
      agree as follows:

     

    ARTICLE I

     

    SALE
      AND
      PURCHASE

     

    1.1
      Sale of Capital Stock.  At
      the Closing and subject to and upon the terms and conditions of this Agreement,
      Seller will sell, transfer, convey and deliver to Purchaser and Parent will
      cause Purchaser to purchase and acquire from the Seller, good and valid title
      to
      all of the Shares, free and clear of any Encumbrances.  

     

    1.2
      Purchase Price.  In
      consideration of the sale of Shares pursuant to Section 1.1 hereof, upon
      the terms and subject to the conditions set forth in this Agreement, Parent
      shall cause Purchaser to pay the Purchase Price to the Seller.  The
      stock issued to Seller as part of the Purchase Price is in exchange for the
      Shares issued to Seller is additional consideration.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    1.3
      Closing.  Upon
      the terms and subject to the conditions of this Agreement, the sale and purchase
      of the Shares shall take place at a closing (the “Closing”),
      which will take place as promptly as practicable after the execution and
      delivery of this Agreement by the parties hereto, unless another time or place
      is mutually agreed upon in writing by Purchaser and the Seller.  In
      any event the Closing shall take place within ten days of the execution of
      this
      Agreement (the “Closing Deadline”).  Timing is of the essence with
      respect to the Closing Deadline.  In the event the Closing does not
      take place by the Closing Deadline, this Agreement shall be rescindable at
      the
      option of the party not at fault for failure to close timely (the “Non-breaching
      Party”).  In the event the Non-breaching party does not choose to
      rescind in conjunction with a failure to close timely, this Agreement shall
      continue to be binding and fully enforceable by either party.  All
      documents delivered and actions taken at the Closing shall be deemed to have
      been delivered or taken simultaneously, and no such delivery or action shall
      be
      considered effective or complete unless or until all other such deliveries
      or
      actions are completed or waived in writing by the party against whom such waiver
      is sought to be enforced.  The date upon which the Closing actually
      occurs shall be referred to herein as the “Closing
      Date.”

     

    1.4
      Closing Deliveries of the Seller and DnC. 
      Upon the terms and subject to the conditions set forth in this Agreement, at
      the
      Closing, the Seller and DnC shall deliver, or cause to be delivered, to
      Purchaser the following:

     

    (a)           stock
      certificates representing all of the Shares, duly endorsed (or accompanied
      by
      duly executed stock powers), for transfer to Purchaser;

     

    (b)           such
      other documents, instruments and certificates as are required in connection
      with
      the execution and delivery of this Agreement or as may be reasonably requested
      by Purchaser.

     

    1.5
      Closing Deliveries of Purchaser and the Parent. 
      Upon the terms and subject to the conditions set forth in this Agreement, at
      the
      Closing, Parent and Purchaser shall deliver, or cause to be
      delivered:

     

    (a)           the
      Purchase Price to Seller, including the stock certificate(s), to be delivered
      not later than one (1) business day prior to the Closing; and

     

    (b)           such
      other documents, instruments and certificates as may be reasonably requested
      by
      the Seller and DnC.

     

    1.6
      Taking of Necessary Action; Further Action. 
      If, at any time after the Closing, any reasonable further action is necessary
      to
      ensure that all of the Seller’s right, title and possession of the Shares is
      effectively transferred to the Purchaser, the Seller and DnC will each take
      all
      such action.  If, at any time after the Closing, any reasonable
      further action is necessary to ensure that all right, title and possession
      of
      the Purchase Price is effectively transferred to the Seller, the Parent and
      Purchaser will each take all such action. If, at any time after the Closing,
      any
      reasonable further action is necessary to ensure that all right, title and
      possession of the Assets of DnC Tech have been effectively transferred to DnC,
      then DnC will take all such action.

    


    
      
        
          
          

        

        
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    1.7
      Certain Defined Terms. 
      For all purposes of this Agreement, the following terms shall have the following
      respective meanings:

     

    (a)           
      “DnC’s Capital Stock” shall mean DnC’s Common and
      any other shares of capital stock, if any, of DnC, taken
      together.

     

    (b)           “DnC’s
      Common” shall mean shares of common stock, no par
      value.

     

    (c)           “Encumbrance”
shall
      mean, with respect to the Shares, any
      mortgage, deed of trust, lien, pledge, charge, security interest, collateral
      assignment, adverse claim of title, ownership or right to use, restriction
      or
      other encumbrance of any kind in respect of such asset (including any
      restriction on (i) the voting of any security or the transfer of any security
      or
      other asset, (ii) the receipt of any income derived from any asset, (iii) the
      use of any asset and (iv) the possession, exercise or transfer of any other
      attribute of ownership of any asset); but excluding in each case any restriction
      imposed by generally applicable law and any liens for Taxes not yet due and
      payable.

     

    (d)           
      “Knowledge” or “Known”
shall mean
      (i) with respect to DnC, the knowledge of DnC’ boards of directors,
      officers and other persons serving in similar roles; provided, however,
      that such persons shall have made due and diligent inquiry of those employees
      of
      DnC and those individuals retained by DnC as consultants or contractors, in
      each
      case whom such officers reasonably believe would have actual knowledge of the
      matters represented, and (ii) with respect to the Seller, the knowledge of
      the
      Seller.

     

    (e)           
      “Purchase Price” shall mean 250,000,000 shares of
      Planetlink Communications, Inc.’s common stock and 1,250,000 shares of
      Planetlink Communications, Inc.’s Series A preferred stock.

     

    (f)           
      “Shares” shall mean all shares of DnC’ Capital Stock outstanding
      immediately prior to and at the Closing.

     

     

    
      
        
        

      

      
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    ARTICLE II

     

    REPRESENTATIONS
      AND WARRANTIES OF DNC MULTIMEDIA, INC.

     

    DnC
      Multimedia, Inc. (“DnC”) represents and warrants to Purchaser as
      follows:

     

    2.1
      Organization of DnC. 
      DnC is a corporation duly organized, validly existing and in good standing
      under
      the laws of the State of Delaware.  DnC has the corporate power to own
      or lease its properties and to carry on its business as currently
      conducted.  DnC is duly qualified or licensed to do business and in
      good standing as a foreign corporation in each jurisdiction in which it conducts
      business, except where the failure to so qualify would not reasonably be expect
      to have a material adverse effect on the business of DnC.

     

    2.2           DnC
      Capital Structure. 

     

    (a)           The
      authorized capital stock of DnC consists of 1,500 shares of Common Stock, of
      which 1,500 shares are issued and outstanding as of the date hereof, all of
      which are held of record and beneficially by the Seller.  All
      outstanding shares of DnC Common stock are duly authorized, validly issued,
      fully paid and non-assessable and not subject to preemptive rights created
      by
      statute, the articles of incorporation or bylaws of DnC, or any agreement to
      which DnC is a party or by which it is bound.  All outstanding shares
      of DnC Common stock have been issued in compliance with all applicable federal
      and state securities laws.

     

    (b)           Subject
      to and upon the terms and conditions of this Agreement, as a result of the
      Stock
      Purchase, Purchaser will be the sole record and, assuming Purchaser has not
      taken and does not take any action to transfer or share beneficial ownership
      of
      any DnC Capital Stock, beneficial holder of all issued and outstanding DnC
      Capital Stock, free and clear of any Encumbrances, such that, as of immediately
      following the Closing, assuming Purchaser has not taken and does not take any
      action to transfer or encumber any such shares or rights, DnC will become a
      wholly-owned subsidiary of Purchaser.  As of immediately following the
      Closing, no person or entity that held DnC Capital Stock immediately prior
      to
      the Closing has any bona fide claim that such person or entity is entitled
      to
      any amounts whatsoever.

     

    2.3
      Subsidiaries. 
      DnC does not have any subsidiaries and does not otherwise own any shares of
      capital stock or any interest in, or control of, directly or indirectly, any
      other corporation, partnership, association, joint venture or other business
      entity.

     

    2.4
      DnC Tech, Inc. Asset Purchase.  DnC has consummated the
      purchase of one hundred percent of the assets of DnC Tech Inc., a South Korean
      corporation.

     

    2.5
      Authority. 
      DnC has all requisite corporate power and authority to enter into this Agreement
      and to consummate the transactions contemplated hereby.  The execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby have been duly authorized by all necessary corporate action
      on the part of DnC.  This Agreement has been duly executed and
      delivered by DnC and assuming the due authorization, execution and delivery
      by
      the other parties hereto and thereto, constitutes the valid and binding
      obligations of DnC enforceable against DnC in accordance with its terms, subject
      to applicable bankruptcy, insolvency, moratorium or other similar laws relating
      to creditors’ rights and general principles of equity.

    


    
      
        
          
          

        

        
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    ARTICLE III

     

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

     

    The
      Seller hereby represents and warrants to Purchaser as follows:

     

    3.1
      Ownership of DnC’s Capital Stock. 
      The Seller is the sole record and beneficial owner of the Shares.  The
      Shares are not subject to any Encumbrances or to any rights of first refusal
      of
      any kind, and the Seller has not granted any rights to purchase such Shares
      to
      any other person.  The Seller has the sole right to transfer the
      Shares to Purchaser.  The Shares constitute all of DnC’s Capital Stock
      owned, beneficially or of record, by the Seller, and the Seller has no options,
      warrants or other rights to acquire Companies Capital
      Stock.  

     

    3.2
      Absence of Claims by the Seller. 
      The Seller does not have any claim against DnC, whether present or future,
      contingent or unconditional, fixed or variable under any contract or on any
      other basis whatsoever, whether in equity or at law, arising out of any action,
      inaction or omission by DnC, or for which either Company is liable, on or prior
      to the Closing Date.

     

    3.3
      Authority.  The Seller has all requisite corporate power to enter
      into this Agreement and to consummate the transactions contemplated
      hereby.  The execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby have been duly authorized
      by all necessary corporate action on the part of the Seller.  This
      Agreement has been duly executed and delivered by the Seller, and assuming
      the
      due authorization, execution and delivery by the other parties hereto and
      thereto, constitutes the valid and binding obligations of the Seller, subject
      to
      applicable bankruptcy, insolvency, moratorium or other similar laws relating
      to
      creditors’ rights and general principles of equity.

     

    3.4
      No Conflict.  The execution and delivery by the Seller of
      this Agreement and the consummation of the transactions contemplated hereby
      will
      not conflict with (a) the Certificate of Incorporation of the Seller, or
      (b) to the Knowledge of the Seller, any judgment, order, decree, statute,
      law, ordinance, rule or regulation applicable to the Seller or his
      properties or assets (whether tangible or intangible).

    


    
      
        
          
          

        

        
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    ARTICLE IV

    REPRESENTATIONS
      AND WARRANTIES OF PARENT

     

     

    Parent
      hereby represents and warrants to DnC and the Seller, as
      follows:

     

    4.1
      Organization, Standing and Power. 
      Parent is a  duly organized, validly existing corporation and in good
      standing under the laws of the State of Georgia.

     

    4.2
      Authority. 
      Parent has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby.  The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action on the part of Parent.  This Agreement has been duly
      executed and delivered by Parent and constitutes the valid and binding
      obligations of Parent, enforceable against Parent in accordance with its terms,
      subject to applicable bankruptcy, insolvency, moratorium or other similar laws
      relating to creditors’ rights and general principles of equity.

     

    4.3
      Parent Capital Structure. 

     

    (a)
      Parent is authorized to issue 4,850,000,000 shares of Common stock, and
      150,000,000 shares of preferred stock. Parent currently has 2,793,683,760 shares
      of common stock and 2,583,334 shares of preferred stock issued and outstanding
      as of the date hereof.  All outstanding shares of Parent Capital Stock
      are duly authorized, validly issued, fully paid and non-assessable and not
      subject to preemptive rights created by statute, the certificate of
      incorporation or bylaws of Parent, or any agreement to which Parent is a party
      or by which it is bound.  All outstanding shares of Parent Capital
      Stock have been issued in compliance with all applicable federal and state
      securities laws.

     

    (b)
      Subject to and upon the terms and conditions of this Agreement and not counting
      any shares of Parent common stock already held by Seller, as a result of the
      Stock Purchase, Seller will be the sole record and, assuming Seller has not
      taken and does not take any action to transfer or share beneficial ownership
      of
      any Purchaser Capital Stock, beneficial holder of 250,000,000 shares of Parent
      common stock and 1,250,000 shares of Parent Series A preferred stock shares
      Parent Common Stock, free and clear of any Encumbrances, such that, as of
      immediately following the Closing, Seller will become the majority stockholder
      of Parent.

    


    
      
        
          
          

        

        
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    ARTICLE V

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

     

    Purchaser
      hereby represents and warrants to DnC and the Seller, as follows:

     

    5.1
      Organization, Standing and Power. 
      Purchaser is a  duly organized, validly existing corporation and in
      good standing under the laws of the State of Nevada.

     

    5.2
      Authority. 
      Purchaser has all requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby.  The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action on the part of Purchaser.  This Agreement has been
      duly executed and delivered by Purchaser and constitutes the valid and binding
      obligations of Purchaser, enforceable against Purchaser in accordance with
      its
      terms, subject to applicable bankruptcy, insolvency, moratorium or other similar
      laws relating to creditors’ rights and general principles of
      equity.

     

    5.3
      Purchaser Capital Structure. 

     

    (a)
      Purchaser is authorized to issue 800,000,000 shares of Common stock, and
      100,000,000 shares of preferred stock.  Purchaser currently has 500
      shares of common stock and 0 shares of preferred stock issued and outstanding
      as
      of the date hereof.  All outstanding shares of Purchaser Capital Stock
      are duly authorized, validly issued, fully paid and non-assessable and not
      subject to preemptive rights created by statute, the certificate of
      incorporation or bylaws of Purchaser, or any agreement to which Purchaser is
      a
      party or by which it is bound.  All outstanding shares of Purchaser
      Capital Stock have been issued in compliance with all applicable federal and
      state securities laws.

     

    Subject
      to and upon the terms and conditions of this Agreement, as a result of the
      Stock
      Purchase, Seller will be the sole record and, assuming Seller has not taken
      and
      does not take any action to transfer or share beneficial ownership of any
      Purchaser Capital Stock, beneficial holder of 1,700,000,000 shares Parent Common
      Stock, free and clear of any Encumbrances, such that, as of immediately
      following the Closing, Seller will become the majority common stockholder of
      Parent.

     

     

    ARTICLE VI

    ADDITIONAL
      AGREEMENTS

     

    6.1
Parent’s
      Board of
      Directors.  With the exception of M. Dewey Bain, each member of
      the Parent’s current Board of Directors shall resign from such position
      effective immediately upon the Closing.  Upon Closing Parent shall
      also appoint Hanseo Park, Chris Piercy, Robert Lott and Robert Lau to Parent’s
      Board of Directors.  Chris Piercy shall serve as Parent’s Chairman of
      the Board.

    


    
      
        
          
          

        

        
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    6.3
      Tax Treatment.  The exchange of the Shares for shares of
      common stock in Planetlink Communications, Inc. described herein is intended
      to
      comply with all of the provisions of Section 351 of the Internal Revenue Code
      of
      1986, as amended and all applicable regulations thereunder.  In order
      to ensure compliance with said provisions, the parties agree to take whatever
      steps may be necessary, including, but not limited to, the amendment of this
      Agreement.

     

    ARTICLE VII

     

    CONDITIONS
      TO CLOSING

     

    7.1
      Conditions to Obligations of Each Party to Effect the Stock
      Purchase. 
      The respective obligations of DnC, Purchaser and the Seller to consummate and
      effect the Stock Purchase, this Agreement and the transactions contemplated
      hereby shall be subject to the satisfaction, at or prior to the Closing, of
      the
      following conditions:

     

    (a)           No
      Order.  No Governmental Entity shall have enacted, issued,
      promulgated, enforced or entered any statute, rule, regulation, executive order,
      decree, injunction or other order (whether temporary, preliminary or permanent)
      which is in effect and which has the effect of making the Stock Purchase, this
      Agreement and the transactions contemplated hereby illegal or otherwise
      prohibiting consummation of the Stock Purchase, this Agreement and the
      transactions contemplated hereby.

     

    (b)           No
      Injunctions or Restraints; Illegality.  No temporary restraining
      order, preliminary or permanent injunction or other order issued by any court
      of
      competent jurisdiction or other legal restraint or prohibition preventing the
      consummation of the Stock Purchase, this Agreement and the transactions
      contemplated hereby shall be in effect, nor shall any proceeding brought by
      an
      administrative agency or commission or other governmental authority or
      instrumentality, domestic or foreign, seeking any of the foregoing be threatened
      or pending.

     

    7.2
      Conditions to the Obligations of Purchaser. 
      The obligations of Purchaser to consummate and effect the Stock Purchase, this
      Agreement and the transactions contemplated hereby shall be subject to the
      satisfaction at or prior to the Closing of each of the following conditions,
      any
      of which may be waived, in writing, exclusively by Purchaser:

     

    (a)           Representations
      and Warranties.  The representations and warranties of DnC and the
      Seller in this Agreement (other than the representations and warranties of
      DnC
      and the Seller as of a specified date, which shall be true and correct as of
      such date) shall be true and correct on and as of the Closing Date.

     

    (b)           Litigation.  There
      shall be no action, suit, claim, order, injunction or proceeding of any nature
      pending, or overtly threatened, against Purchaser or DnC, their respective
      properties or any of their respective officers or directors arising out of,
      or
      in any way connected with, the Stock Purchase or the other transactions
      contemplated by the terms of this Agreement.

    


    
      
        
          
          

        

        
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    (c)           Certificate
      of Secretary of Companies.  Purchaser shall have received a
      certificate, validly executed by the Secretary of DnC, certifying as to
      (i) the terms and effectiveness of the articles of incorporation and the
      bylaws of DnC, and (ii) the valid adoption of resolutions of the Board of
      Directors of DnC approving this Agreement and the consummation of the
      transactions contemplated hereby.

     

    (d)           Certificate
      of Good Standing.  Purchaser shall have received a certificate of
      good standing from the appropriate South Korean government authority for
      DnC.

     

    (e)           Closing
      of Additional Agreements.  On or before the Closing, DnC shall
      have completed the purchase of one hundred percent of the assets of DnC Tech,
      Inc., a South Korean corporation.

     

    


     

    7.3
      Conditions to Obligations of DnC and the Seller. 
      The obligations of DnC and the Seller to consummate and effect the Stock
      Purchase, this Agreement and the transactions contemplated hereby shall be
      subject to the satisfaction at or prior to the Closing of each of the following
      conditions, any of which may be waived, in writing, exclusively by both DnC
      and
      the Seller:

     

    (a)           Representations
      and Warranties.  The representations and warranties of Purchaser in
      this Agreement (other than the representations and warranties of Purchaser
      as of
      a specified date, which shall be true and correct as of such date) shall be
      true
      and correct on and as of the Closing Date.

     

    (b)           Clarification
      and Ratification of Anti-dilution Rights of Parent’s Series A Preferred
      Stock. On or before the Closing, the Parent shall have clarified and
      ratified anti-dilution rights associated with the Parent’s Series A preferred
      stock to the satisfaction of the Parent and the Seller.

     

    (b)           Closing
      of Additional Agreements.  On or before the Closing, the Parent
      shall have executed a Settlement Agreement between the Parent, Michael Fulda
      and
      Sean Fulda that is satisfactory to both Parent and Seller. The Parent shall
      also
      have executed a Settlement Agreement between the Parent and M. Dewey Bain that
      is satisfactory to both Parent and Seller.

    


    
      
        
          
          

        

        
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    ARTICLE VIII

    GENERAL
      PROVISIONS

     

    8.1
      Notices. 
      All notices and other communications hereunder shall be in writing and shall
      be
      deemed given if delivered personally or by commercial messenger or courier
      service, or mailed by registered or certified mail (return receipt requested)
      or
      sent via facsimile (with acknowledgment of complete transmission) to the parties
      at the following addresses (or at such other address for a party as shall be
      specified by like notice); provided, however, that notices
      sent by mail will not be deemed given until received:

     

    (a)           if
      to Purchaser, to:

    


    Planettraks
      Inc.

    c/o
      Planetlink Communications, Inc.

    1415
      Brookhout Drive

    Cumming,
      GA 30041

    


     

    (b)           if
      to DnC or the Seller, to:

    


    Pluginz,
      LLC

    228
      Hamilton Avenue, 3rd Floor

    Palo
      Alto, CA 94303

     

    8.2
      Interpretation. 
      The words “include,” “includes” and “including” when used herein shall be deemed
      in each case to be followed by the words “without limitation.”  The
      table of contents and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

     

    8.3
      Counterparts. 
      This Agreement may be executed in one or more counterparts, all of which shall
      be considered one and the same agreement and shall become effective when one
      or
      more counterparts have been signed by each of the parties and delivered to
      the
      other party, it being understood that all parties need not sign the same
      counterpart.

     

    8.4 This
      Agreement and the documents and instruments and other agreements among the
      parties hereto referenced herein: (a) constitute the entire agreement among
      the parties with respect to the subject matter hereof and supersede all prior
      agreements and understandings both written and oral, among the parties with
      respect to the subject matter hereof, (b) are not intended to confer upon
      any other person any rights or remedies hereunder, and (c) shall not be
      assigned by operation of law or otherwise, except that Purchaser may assign
      its
      rights and delegate its obligations hereunder to
      its  affiliates.

    


    
      
        
          
          

        

        
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    8.5
      Severability. 
      In the event that any provision of this Agreement or the application thereof,
      becomes or is declared by a court of competent jurisdiction to be illegal,
      void
      or unenforceable, the remainder of this Agreement will continue in full force
      and effect and the application of such provision to other persons or
      circumstances will be interpreted so as reasonably to effect the intent of
      the
      parties hereto.  The parties further agree to replace such void or
      unenforceable provision of this Agreement with a valid and enforceable provision
      that will achieve, to the extent possible, the economic, business and other
      purposes of such void or unenforceable provision.

     

    8.6
      Amendment. 
      This Agreement may be amended or terminated by the parties hereto at any time
      by
      execution of an instrument in writing signed on behalf of the party against
      whom
      enforcement is sought.

     

    8.7
      Governing Law; Exclusive Jurisdiction. 
      This Agreement shall be governed by and construed in accordance with the laws
      of
      the State of California, regardless of the laws that might otherwise govern
      under applicable principles of conflicts of laws thereof.

     

    8.8
      Rules of Construction. 
      The parties hereto agree that they have been represented by counsel during
      the
      negotiation and execution of this Agreement and, therefore, waive the
      application of any law, regulation, holding or rule of construction providing
      that ambiguities in an agreement or other document will be construed against
      the
      party drafting such agreement or document.

     

    


     

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          -11-

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, Parent, Purchaser, DnC, and the Seller have caused this
      Agreement to be signed, all as of the date first written above.

     

    
      	 	 PLANETLINK
              COMMUNICATIONS, INC. (PARENT)
	 	 
	 	By: 	 
	 	Name:
              Robert Lott
	 	Title:
              CEO
	 	 
	 	 PLANETTRAKS,
              INC. (PURCHASER)
	 	 
	 	By:	 
	 	Name:
              Robert Lott
	 	Title:
              CEO
	 	 
	 	PLUGINZ,
              LLC
              (SELLER)
	 	 
	 	 
	 	By:  	 
	 	Name:  Chris
              Piercy
	 	Title:  Manager


    

     

    SIGNATURE
      PAGE TO STOCK PURCHASE AGREEMENT