ASSET
      PURCHASE AGREEMENT

    


    THIS
      AGREEMENT
      is made
      as of this 12:01 a.m.. on the 1st
      day of
      November 2007, by and among SITESTAR
      CORPORATION,
      a
      Nevada corporation, with its principal place of business located at 7109
      Timberlake Road, #201, Lynchburg, Virginia (the “Buyer”)
      and
UNITED
      SYSTEMS ACCESS, INC. d/b/a U.S.A. TELEPHONE, a
      Delaware corporation (the
      “Seller”),
      with
      its principal place of business at 5 Bragdon Lane, Kennebunk, Maine. The Seller
      and the Buyer may sometimes be referred to herein individually as a
“Party”
or
      collectively as “Parties.”

    


    RECITALS:

     

    A. The
      Seller owns all of the issued and outstanding capital stock of each of United
      Systems Access Telecom, Inc., a Delaware corporation (“USAT”), DFW Internet
      Services, Inc., a Texas corporation (“DFW”), and InReach Internet, Inc., a
      Delaware corporation (“IRI”) and DFW owns all of the issued and outstanding
      capital stock of each of August.net Services, Inc., a Delaware corporation
      (“ANI”), Clover Computer Corporation, a Delaware corporation (“CCC”), Internet
      Express, Inc., a Texas corporation (“IEI”), ShreveNet, Inc., a Delaware
      corporation (“SNI”), Ticon.net, Inc., a Delaware corporation (“TNI”), World
      Trade Network, Inc., a Delaware corporation (“WTI”), and The River Internet
      Access Co., a Delaware corporation (“RIA”) and SNI owns all of the issued and
      outstanding capital stock of Shrevetel, Inc., a Louisiana corporation (“STI”)
      and RIA owns all of the issued outstanding capital stock of Sense Networking,
      Inc. (“SNW”) (collectively, USAT, DFW, IRI, ANI, CCC, IEI, SNI, TNI, WTI, RIA
      and SNW are referred to as the “Operating Companies” and each as a “Operating
      Company”); and

    


    B. Among
      other services, the Operating Companies provide dial-up Internet access for
      their customers. 

    


    C. Seller
      agrees to sell and Buyer agrees to purchase certain Assets, as defined below,
      of
      the Operating Companies used in the Internet Service Business (as said term
      is
      defined below), in accordance with the terms and conditions set forth in this
      Agreement.

     

    D. The
      Parties to this Agreement desire to establish their mutual rights and
      obligations with regard to the transactions by this Agreement.

    


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

    


    
      	
              I.

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

            


    

    


    A. “Annualized
      Dial-Up and E-mail Revenues”
shall
      mean the sum of all revenues collected or recognized by the Operating Companies
      in and for the month of October 2007 for services rendered to the Conveyed
      Customers for dial-up and e-mail services multiplied by twelve
      (12).

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    B. “Assets”
shall
      have the definition set forth in Section II.

    


    C. “Closing”
shall
      have the meaning of the Closing Date.

    


    D. “Closing
      Date”
shall
      be November 1, 2007.

    


    E. “Conveyed
      Customers”
shall
      mean those customers with Internet services as conveyed by the Operating
      Companies to Buyer from the Customer List.

    


    F. “Customer
      List”
shall
      have the meaning set forth in Section II.A.1.

    


    G. “Customers
      in Good Standing”
shall
      be defined as all active or suspended Customers who, as of Closing, are no
      more
      than sixty (60) days past due on their account balance.

    


    H. “Deferred
      Revenue”
shall
      mean the sum of money, as of Closing, that the Operating Companies have
      collected as payment for services to Conveyed Customers to be rendered by Buyer
      after Closing.

    


    I. “Estimated
      Conveyed Customers”
shall
      mean 38,000 active Customers purchasing Internet Service from the Operating
      Companies as of the Closing Date to be conveyed to Buyer from the Operating
      Companies. 

    


    J. “Estimated
      Annualized Dial-Up and Email Revenues”
shall
      mean $6,000,000.

    


    K. “Estimated
      Deferred Revenue”
shall
      mean $750,000.

    


    L. “Internet
      Business”
shall
      mean the business of providing dial-up Internet access and dial-up Internet
      e-mail services, but not including web hosting services for dial up customers
      and not including dial up Internet access provided as a back-up by Seller or
      the
      Operating Companies to their commercial customers. 

    


    
      	
              II.

            	
               PURCHASE,
                SALE AND DELIVERY OF
                ASSETS.

            


    

    


    A. Subject
      to and in accordance with the terms and conditions of this Agreement and in
      consideration of the Purchase Price provided in Section III below, Buyer agrees
      to purchase, and Seller agrees to cause the Operating Companies to sell,
      transfer, convey and assign all of their respective right, title, and interest
      in and good and marketable title, free and clear of all liabilities,
      obligations, security interests, liens (including tax liens), mortgages, leases
      or leasehold interests, encumbrances and rights of others of any kind whatsoever
      to the following assets used in the operation of the Internet
      Business:

    


    1. Any
      and
      all dial-up Customers in Good Standing and respective e-mail accounts including
      Customer accounts and Customer contracts or agreements, of the Internet
      Business, but not including the web hosting accounts of the Operating Companies
      and not including the commercial accounts for whom Seller or the Operating
      Companies provide dial-up Internet access as a back-up means of accessing the
      Internet. Seller will provide Buyer with a true, correct, and complete list
      of
      all Customers (the “Customer
      List”)
      in
      electronic format at or before Closing. 

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    2. All
      intangible personal property specifically relating to the Assets, including
      without limitation, Customer contracts and agreements.

    


    3. Certain
      Domain Names needed to provide email services and web hosting to the Customer
      List including, BEWELLNET.COM, BWN.NET, CAMBRIDGEC.NET, DIAC.COM, FGN.NET,
      IDSCO.NET, MCIA.COM, PLINET.COM, TECHSTARS.NET, TECH-STARS.NET, TELIS.NET,
      TEX-STARS.NET, THEVISION.NET, WORLDINTER.NET, WTEZ.NET. 

    


    4. The
      brand
      names and use of the websites for the domain names listed above. 

    


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

    


    B. The
      Seller shall pay all expenses, debts, deficiencies, obligations, liabilities,
      assessments, claims, demands, fines or penalties related to any of the Assets
      that arise from the operation of the Internet Business prior to the Closing
      Date. Except as set forth in Section III E, the Buyer is not assuming or
      undertaking to assume and shall have no responsibility for any liabilities
      of
      the Operating Companies whether fixed or contingent, past, present or future,
      or
      direct or indirect, arising out of or in connection with the Internet Business
      or the Operating Companies ownership and use of the Assets, or any other acts
      or
      omissions of the Operating Companies in connection therewith prior to the
      Closing.

    


    
      	
              III.

            	
              PURCHASE
                PRICE; ADJUSTMENT AND
                PAYMENT.

            


    

    


    A. Purchase
      Price.
      The
      purchase price is THREE MILLION SEVEN HUNDRED-FIFTY THOUSAND DOLLARS
      ($3,750,000) (the “Purchase Price”) to be paid as provided in section III C
      below and subject to adjustment as set forth in section III B below.


    


    B. Adjustments
      to Purchase Price.
      The
      Purchase Price is based on Seller’s estimate that the Annualized Dial-up and
      E-mail Revenues are Six Million Dollars ($6,000,000) and that the Estimated
      Deferred Revenue as of Closing is $750,000. In the event that the actual
      Annualized Dial-up and E-mail Revenue or the actual Deferred Revenue as of
      Closing differs from the estimates, the Purchase Price will be subject to
      adjustment. Seller will verify the actual Annualized Dial-up and E-Mail Revenues
      for the month of October 2007 and the actual amount of Deferred Revenue as
      of
      Closing by delivering its written certificate to the Purchaser within thirty
      (30) days of Closing. The Purchase Price will be increased or decreased by
      an
      amount equal to the difference between the Estimated Annualized Dial-up and
      E-mail Revenue and the actual Annualized Dial-up and E-mail Revenues multiplied
      by seventy-five one hundredths (0.75). The Purchase Price will be increased
      to
      the extent that the actual Deferred Revenue is less than the Estimated Deferred
      Revenue and the Purchase Price will be decreased to the extent that the actual
      Deferred Revenue is greater than the Estimated Deferred Revenue. The purchase
      price adjustment will be added to or subtracted from (as the case may be) the
      Deferred Purchase Price Payment (as defined below) payable to Seller pursuant
      to
      Subsection C2 below.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

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

    


    1. Payment
      at Closing.
      ONE
      MILLION DOLLARS ($1,000,000) will be paid at Closing by wire transfer to an
      account designated by Seller, and 

    


    2. Deferred
      Payments.
      One
      Million Dollars shall be due on November 30, 2007 payable by wire transfer
      to
      the same account as specified immediately above (the “Second Installment”). The
      Second Installment shall accrue interest at the rate of two percent (2%) per
      month, prorated for any partial month, if paid after November 30, 2007. Starting
      on January 1, 2008 and on the first day of each month thereafter, Buyer will
      pay
      to Seller thirty-six (36) monthly installments each of which shall be equal
      to
      one-thirty-sixth (1/36) of the balance of the Purchase Price (collectively,
      the
“Deferred Purchase Price Payment”) via Bank Check to the Seller. Any adjustments
      to the Purchase Price made pursuant to Subsection B above of this Section III
      shall adjust the monthly installment payments as follows: the Adjusted Purchase
      Price minus the cash payment at Closing and minus the Deferred Payments already
      paid divided by the remaining months left on the installments. If any Deferred
      Purchase Price Payment is not paid within fifteen (15) days of its due date,
      Seller shall have the right to demand payment in full of the entire deferred
      portion of the Purchase Price. 

    


    D. True-Up
      of Monies Collected.
      The
      Buyer and Seller shall conduct a true-up on or before ninety (90) days regarding
      monies collected by Buyer or Seller after Closing. If Buyer collects any money
      due from the Conveyed Customers to the Seller after the Closing Date, Buyer
      will
      pay Seller that portion of the money for the services that were rendered by
      Seller. If Seller collects any money due from Conveyed Customers to the Buyer
      after the Closing Date, Seller will pay Buyer the portion of the money received
      for the services that were rendered by Buyer. The parties have an additional
      thirty (30) days to settle the amount due or this true-up may be subject to
      dispute resolution as set forth below.

    


    E. Assumption
      of Liabilities.
      The
      Buyer shall assume and discharge the obligation to provide Internet Services
      to
      the Customers who have paid the Deferred Revenue to Seller. At Closing, Seller
      will provide Buyer with a true and correct listing of the Deferred Revenue
      and
      the Customers to which the deferred revenue relates as of the Closing Date.
      The
      Buyer is not obligated to assume any telecommunications contracts related to
      providing Internet services to Conveyed Customers.

    


    F. Dispute
      Resolution.
      Purchaser shall provide written notice to Seller within thirty (30) days of
      delivery of Seller’s certification of the Actual Monthly Revenue and the Actual
      Deferred Revenue if Purchaser disputes the accuracy of the certification. A
      dispute with respect to the certification shall not affect the obligation of
      the
      Purchaser to make timely payment of the monthly portion of the deferred portion
      of the Purchase Price. A dispute as to the accuracy of the certification shall
      first be referred to the outside accountants of the parties for resolution.
      If
      the parties are unable to reach agreement with respect to the matters in dispute
      within thirty (30) days following referral of the dispute to the parties outside
      accountants, the matter shall be resolved by binding arbitration before a single
      arbitrator to be conducted in Portland, Maine. The arbitrator shall be an
      independent certified public accountant selected by the outside legal counsel
      of
      the parties in the exercise of their reasonable business judgment. The cost
      of
      the arbitrator shall be shared equally by the parties. The arbitrator shall
      render his decision in writing within sixty days of the referral of the dispute
      to the arbitrator. The ruling of the arbitrator shall be final and not subject
      to review or appeal. 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    
      	
              IV.

            	
              REPRESENTATIONS
                AND WARRANTIES OF SELLER. 

            


    

    


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

     

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

     

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

     

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

     

    D. Legal
      Compliance.
      The
      Seller has complied with all applicable laws (including rules, regulations,
      codes, plans, injunctions, judgments, orders, decrees, rulings, and charges
      thereunder) of federal, state, local, and foreign governments (and all agencies
      thereof), and no action, suit, proceeding, hearing, investigation, charge,
      complaint, claim, demand, or notice has been filed or commenced against the
      Seller alleging any failure so to comply. 

     

    E. Brokers'
      Fees.
      The
      Seller has no liability or obligation to pay any fees or commissions to any
      broker, finder, or agent with respect to the transactions contemplated by this
      Agreement for which the Buyer could become liable or obligated. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    F. Title
      to Assets.
      The
      Seller has good and marketable title to, or a valid leasehold or license
      interest in, the properties and assets used by them, located on their premises,
      or shown on Seller’s most recent balance sheet or acquired after the date
      thereof, free and clear of all security interests, except for properties and
      assets disposed of in the Ordinary Course of Business since the date of the
      most
      recent balance sheet. Without limiting the generality of the foregoing, the
      Seller has good and marketable title to all of the Acquired Assets, free and
      clear of any Security Interest or restriction on transfer. This Agreement and
      all of the documents, instruments and agreements related hereto have been duly
      and validly executed and delivered by the Seller, as appropriate, and are valid
      and binding obligations of each of the Sellers, enforceable in accordance with
      their terms. The Seller has paid all debts and liabilities related to the Assets
      prior to the Closing Date, none of which debts or liabilities are being assumed
      by the Buyer.

     

    G. Contracts
      and Agreements.
      The
      Seller will deliver to the Buyer, at closing, a correct and complete copy of
      each written contract being transferred and assigned to the Buyer as part of
      the
      Assets and referred to in Section II.A.1. and a written summary setting forth
      the material terms and conditions of each oral agreement being transferred
      and
      assigned to the Buyer as part of the Assets and referred to in Section II.A.1.
      With respect to each such agreement: (A) the agreement is legal, valid, binding,
      enforceable, and in full force and effect in all material respects; (B) no
      party
      is in material breach or default, and no event has occurred which with notice
      or
      lapse of time would constitute a material breach or default, or permit
      termination, modification, or acceleration, under the agreement; and (C) no
      party has repudiated any material provision of the agreement. Seller may assign
      all accounts, contracts, agreements, and service agreements related in any
      way
      to the Internet Business Customers to Buyer without the consent of the Internet
      Business Customers.

     

    H. Internet
      Service Business Warranties.
      Substantially all of the Internet Service Business services provided by the
      Seller have conformed in all material respects with all applicable contractual
      commitments and all express and implied warranties, and the Seller has no
      material liability (whether known or unknown, whether asserted or unasserted,
      whether absolute or contingent, whether accrued or unaccrued, whether liquidated
      or unliquidated, and whether due or to become due) for damages in connection
      therewith.

     

    I. Internet
      Business Liabilities.
      The
      Seller has no material liability (whether known or unknown, whether asserted
      or
      unasserted, whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated, and whether due or to become due) arising
      out of any injury to individuals or property as a result of the ownership,
      possession, or use of any of the Assets. The Seller agrees to indemnify Buyer
      for all Liabilities incurred prior to the Closing Date.

     

    J. Intellectual
      Property.
      The
      Seller has not interfered with, infringed upon, misappropriated, or violated
      any
      material intellectual property rights of third parties in any material respect,
      and the Seller has not ever received any charge, complaint, claim, demand,
      or
      notice alleging any such interference, infringement, misappropriation, or
      violation (including any claim that any of the Seller must license or refrain
      from using any Intellectual Property rights of any third party). To the
      knowledge of the Seller, no third party has interfered with, infringed upon,
      misappropriated, or violated any material Intellectual Property rights of the
      Seller in any material respect. 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    K. Litigation.
      The
      Seller is not (1) subject to any outstanding injunction, judgment, order,
      decree, ruling, or charge or (ii) a party or, to its knowledge, threatened
      to be
      made a party to any action, suit, proceeding, hearing, or investigation of,
      in,
      or before any court or quasi-judicial or administrative agency of any federal,
      state, local, or foreign jurisdiction or before any arbitrator, which,
      individually or in the aggregate, if adversely determined, could materially
      impair the Assets or the ability of either of the Seller to perform any of
      its
      obligations hereunder. Furthermore, there are no defaults by the Seller under
      any applicable order, writ, injunction, decree or award of any court or
      arbitrator or any governmental department, board, agency or instrumentality
      which would materially impair either of the Seller’s ability to perform any of
      its obligations hereunder.

     

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

     

    
      	
              V.

            	
              REPRESENTATIONS
                AND WARRANTIES OF BUYER.

            


    

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

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

    


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

    


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

    


    G. Brokers'
      Fees.
      The
      Buyer has no liability or obligation to pay any fees or commissions to any
      broker, finder, or agent with respect to the transactions contemplated by this
      Agreement for which the Seller could become liable or obligated. 

    


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

    


    I. Waiver.
      The
      applicable party may waive any condition specified in this Section V if its
      president or other duly authorized officer executes a writing so stating at
      or
      prior to the Closing.

    


    
      	
              VI.

            	
              COVENANTS

            


    

    


    A. Payment
      of Post-Closing Monies Received.
      Seller
      will immediately upon receipt (and no longer than a one weeks time) forward
      to
      Buyer any and all monies received or collected by the Seller on or after the
      Closing Date on account of services provided to the Conveyed Customers by the
      Buyer after the Closing Date. If Seller refuses to forward any and all monies
      received or collected by the Seller after the Closing Date on account of
      services rendered by the Buyer as aforesaid, the Buyer has the right to withhold
      payment due to the Seller in such amount. 

    


    B. Domain
      Transfer and Support. 
      After the Closing Date, the Seller will host e-mail accounts and personal
      websites for the customers that are conveyed to the Buyer for a period of up
      to
      six (6) months following the Closing. During this six (6) month period, the
      Buyer will move all e-mail accounts from Seller’s servers for the customers that
      are using a transferred domain. Also, both Buyer and Seller will endeavor to
      move all shared e-mail services to a mutually agreeable third party e-mail
      provider for the customers that are using the domains that are not transferred
      to Buyer. If, following the six (6) months, the Buyer and Seller cannot agree
      on
      a third party e-mail provider then e-mail will remain hosted on the Seller’s
      e-mail platform for a nominal fee of $0.10 per mailbox per month. Alternatively
      the Buyer may be selected to host all e-mail for the shared domains, if agreed
      to by the Seller, for the nominal fee of $0.10 per mailbox per month. Payments
      for e-mail services to be paid to the provider on the first of each month with
      the first payment scheduled for May 1, 2008. 

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    The
      Seller shall create an interface which allows for the proper management of
      e-mail addresses for supporting the e-mail addresses that are hosted by the
      Seller for the Buyer. Should the Buyer be selected to host mail in perpetuity
      then it will be the responsibility of the Buyer to create an interface which
      allows for the proper management of e-mail addresses for continued support
      of
      the Non-Conveyed Customers and Seller’s internal use with proper communication
      between Buyer and Seller to prevent duplicate accounts. This management would
      include additions, deletions, changes, and other e-mail related functions.
      Should the Seller be chosen to host mail in perpetuity, the Seller shall
      continue to provide this interface.

    


    C. Non-Compete
      Agreement:
      Seller
      has entered into a separate non-compete agreement regarding the Internet
      Business. Seller further agrees to forward all sales leads exclusively to Buyer
      if it relates to Internet Access.

    


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

    


    E. Assistance
      with Transition.
      Seller
      will provide reasonable transition services to Buyer for a period of up to
      a
      maximum of thirty (30) days in order to help the smooth transfer of all
      Customers, contracts and other Assets to Buyer. From that point forward, up
      to
      one year, the Seller agrees to be available to the Buyer to provide assistance
      by telephone on an “as-needed” basis. Seller also agrees to host e-mail and
      personal websites for the Conveyed Customers who are using any of the conveyed
      domains for a period of no more than six (6) months.

    


    F. Escrow
      of
      Funds Pending Payment. Notwithstanding
      anything to the contrary set forth in this Agreement or in any other document
      executed or delivered in connection with this Agreement, until such time as
      the
      Second Installment is paid to Seller: 

    


    1. Only
      that
      customer information necessary for Buyer to provide customer support to the
      Conveyed Customers will be provided to the Buyer;

    


    2. Customer
      billing and collection shall remain the responsibility of Seller;

    


    3. All
      payments from Conveyed Customers on account of services rendered on or after
      November 1, 2007 shall be retained by Seller and Seller shall remain responsible
      for payment of dial access operational expenses; and 

    


    4. Buyer
      will not inform the Conveyed Customers that Buyer has acquired Seller’s Internet
      Business. 

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    At
      such
      time as the Second Installment is paid in full, Seller will remit to Buyer
      the
      amounts collected from the Conveyed Customers on and after November 1, 2007,
      less the amount of dial access operational expenses incurred with respect to
      the
      Conveyed Customers on or after November 1, 2007 through the date the Second
      Installment is paid in full. On November 30, 2007 and on the last day of each
      month thereafter until the Second Installment is paid in full, Seller may apply
      the funds collected on account of the Conveyed Customers on or after November
      1,
      2007, less the amount of dial access operation expenses incurred with respect
      to
      the Conveyed Customers, to the payment of the Second Installment. Any amounts
      applied to the Second Installment by Buyer in this fashion shall first be
      applied to outstanding interest on the Second Installment. Buyer hereby
      authorizes Seller to file a financing statement with the Secretary of State
      of
      Nevada or such other filing offices as Seller determines are appropriate to
      provide notice of Seller’s rights under this Agreement. At such time as the
      Second Installment is paid in full, together with all accrued interest, the
      remaining customer data and billing and collection responsibility shall be
      transferred to Buyer and Buyer shall be responsible for all expenses associated
      with the operation of the Internet Business. 

    


    
      	
              VII.

            	
              INDEMNIFICATION

            


    

    


    A. Buyer
      agrees to indemnify, defend and hold the Seller and its successors and assigns,
      harmless against any and all losses, damages, demands, claims, assessments,
      actions, taxes, deficiencies, penalties, interest, reasonable attorney’s fees,
      costs and expenses, arising out of, or incident to, any of the following (the
      “Losses”): (i) any inaccuracy, misrepresentation or breach of any warranty made
      by Buyer in this Agreement; and (ii) any failure by Buyer to perform in
      accordance with the terms hereof any of the obligations or covenants to be
      performed by it hereunder. The indemnification obligations of the Buyer under
      this Section VII.A. and the representations, warranties, agreements and
      covenants of the Buyer under this Agreement shall survive the Closing for a
      period of one (1) year from the Closing Date, provided further, however that
      the
      one year limitation shall not be applicable to Buyer’s obligation to pay the
      deferred portion of the Purchase Price. Notwithstanding anything to the contrary
      set forth in this Agreement, Buyer shall not be liable for the first $200,000
      in
      Losses incurred by the Seller, provided further, however, that the foregoing
      limitation shall not apply to the Buyer’s obligation to pay the deferred portion
      of the Purchase Price. 

    


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

    


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

    


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

    


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

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

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

    


    The
      indemnification obligations of the Seller under this Section VII.B. and the
      representations, warranties, agreements and covenants of the Sellers under
      this
      Agreement shall survive the Closing for a period of one (1) year from the
      Closing Date. Notwithstanding anything to the contrary set forth in this
      Agreement, Seller shall not be liable for the first $200,000 in losses incurred
      by the Buyer. 

    


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

    


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

    


    
      	
              VIII.

            	
              MISCELLANEOUS

            


    

    


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

    


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

    


    C. This
      Agreement shall be binding upon and inure to the benefit of the parties named
      herein and their respective successors and permitted assigns. No party may
      assign either this Agreement or any of his or its rights, interests, or
      obligations hereunder without the prior written approval of the other
      party.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

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

    


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

    


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

    


    G. The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    H. This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the Commonwealth of Virginia.

    


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

    


    J. No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by both of the parties hereto. No waiver by
      any
      party of any default, misrepresentation, or breach of warranty or covenant
      hereunder, whether intentional or not, shall be deemed to extend to any prior
      or
      subsequent default, misrepresentation, or breach of warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent such occurrence.

    


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

    


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

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

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

    


    If
      to
      Seller, to:

    


    UNITED
      SYSTEMS ACCESS, INC. 

    5
      Bragdon
      Lane 

    Kennebunk,
      Maine 04043 

    207-604-2300

    


    With
      a
      copy to:

     

    Drummond
      Woodsum & MacMahon

    245
      Commercial Street

    P.O.
      Box
      9781

    Portland,
      ME 04104-5081

    Attn:
      Benjamin E. Marcus, Esq. 

    


    If
      to
      Company, to: 

    


    SITESTAR
      CORPORATION

    7109
      Timberlake Road, Suite 201

    Lynchburg,
      VA 24502 

    434-239-4272

    


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

    


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

     

    
      	UNITED SYSTEMS ACCESS, INC.	 	 	SITESTAR CORPORATION
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              
By:
              L. William Fogg	 	 	
              
By:
              Frank R. Erhartic, Jr.
	Title:
              CEO	 	 	Title:
              President
              & CEO


    

     

    
      
         

      

      
        13