Exhibit 10.1






 

 

ASSET PURCHASE AGREEMENT

BETWEEN

COMMUNICATE.COM, INC.

AND

FREQENTTRAVELLER.COM, INC.


Dated as of November 12, 2007

 

 




ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE
AGREEMENT (this “Agreement”) is entered as of November 12, 2007, by
and between Communicate.com, Inc., a Nevada corporation ("Buyer"),
and FrequentTraveller.com, Inc., a Nevada corporation
("Seller").

RECITALS

     WHEREAS, Seller conducts a
business that provides travel services and related products to consumers online
and by telephone to destination encompassed by the geographic domain names owned
and leased by Seller;

     WHEREAS, Seller is the
owner of all tangible and intangible assets associated or used in connection
with the operation of the domain name FrequentTraveller.com and other domain
names operated by Seller and which are the subject matter of this Agreement (the
“Domain Names”); 

     WHEREAS, Seller is the
lessee of certain domain names owned by the Buyer and leased to Seller (the
“Domain Names”) pursuant to a Domain Lease Agreement entered into by the parties
on May 1, 2005 (the “Domain Lease Agreement”);

     WHEREAS, the Parties
desire to terminate the Domain Lease Agreement upon Closing of this Agreement;
and

     WHEREAS, the Seller
desires to sell and transfer to Buyer, and Buyer desires to purchase from Seller
all of the tangible and intangible assets associated or used in connection with
the operation of FrequentTravellere.com, Indonesia.com, Malaysia.com, and
Brazil.com and the other Domain Names being transferred and sold hereunder (the
“Business”) upon the terms and subject to the conditions hereinafter set
forth.

     NOW, THEREFORE, in
consideration of the foregoing and the representations, warranties, covenants
and agreements herein contained, the parties hereto agree as follows:

     ARTICLE I DEFINITIONS

     Section 1.01.
Definitions. In addition to the other terms defined
throughout this Agreement, the following terms, as used herein, have the
following meanings:

     "Ancillary Agreements"
means the Bill of Sale and Assumption and Assignment Agreements.

     "Lien" means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset.

2




     "Person" means an
individual, corporation, partnership, association, trust or other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

     "Proprietary Rights" means
all (A) patents, patent applications, patent disclosures and all related
continuation, continuation-in-part, divisional, reissue, re-examination,
utility, model, certificate of invention and design patents, patent
applications, registrations and applications for registrations, (B) trademarks,
service marks, trade dress, logos, tradenames, service names and corporate names
and registrations and applications for registration thereof, (C) copyrights and
registrations and applications for registration thereof, (D) mask works and
registrations and applications for registration thereof, (E) computer software,
data and documentation, (F) trade secrets and confidential business information,
whether patentable or nonpatentable and whether or not reduced to practice,
know-how, manufacturing and product processes and techniques, research and
development information, copyrightable works, financial, marketing and business
data, pricing and cost information, business and marketing plans and customer
and supplier lists and information, (G) other proprietary rights relating to any
of the foregoing including without limitation associated goodwill and remedies
against infringements thereof and rights of protection of an interest therein
under the laws of all jurisdictions, (H) copies and tangible embodiments
thereof, and (I) all ownership rights in the content and text, navigational
devices, menu structures or arrangement, icons, operational instructions,
scripts, commands, syntax, source codes, screen design and other designs and
visual expressions related to the operation of the Business, including without
limitation all web pages layout, graphics, databases, online forms, search
engines, banner advertisement (whether at the site or network), whether stored,
encoded, recorded or written on disk, tape, film, memory device, paper or other
media of any nature.

     “Seller’s Proprietary
Rights” means all Proprietary Rights relating to the Business that are owned
or licensed by Seller, or that are used in the operation of the Business or
necessary for the operation of the Business.

     “Shares” means an
aggregate of 8,000,000 shares of the Seller’s common stock owned by Buyer,
$0.001 par value per share.

     ARTICLE II PURCHASE AND
SALE

     2.01. Purchase and
Sale. Upon the terms and subject to the conditions of this Agreement,
Buyer agrees to purchase from Seller and Seller agrees to sell, transfer, assign
and deliver, or cause to be sold, transferred, assigned and delivered, to Buyer
at Closing, free and clear of all Liens, all of the assets, properties and
business, other than the Excluded Assets, of every kind and description,
wherever located, personal, tangible or intangible, owned, held or used in the
conduct of the Business by Seller all as described and set forth on Schedule
2.01 hereto (the "Purchased Assets") and including, without
limitation, all right, title and interest of Seller in, to and under such of the
foregoing. Although Schedule 2.01 is intended to be 

3




complete, in the event such Schedule fails to contain the
description of any asset belonging to Seller which is used solely for the
business and operation of the Business or is otherwise necessary for the
ownership of the Business, such assets shall nonetheless be deemed transferred
to the Buyer at the Closing.

     2.02. Excluded
Assets. Buyer expressly understands and agrees that the following
assets and properties of Seller (the "Excluded Assets") shall be excluded
from the Purchased Assets: 

	 	(i) 	all of Seller's cash and cash equivalents on
      hand and in banks; 
	 	  	  
		(ii) 	all real property and leases of Seller, and
      other interests in, real property, in each case together with all
      buildings, fixtures, and improvements erected thereon; and



     2.03. Assumption of
Liabilities. Upon the terms and subject to the conditions of this
Agreement, Buyer agrees, effective at the time of Closing, to assume only the
liabilities of Seller under such agreements between Seller and third parties
related to the operation of the Business and as more specifically set forth on
Schedule 2.03 hereto (the "Assumed Liabilities").

     2.04. Excluded
Liabilities. Notwithstanding any provision in this Agreement or
any other writing to the contrary, Buyer is assuming only the Assumed
Liabilities and is not assuming any other liability or obligation of Seller (or
any predecessor owner of all or part of its business and assets) of whatever
nature whether presently in existence or arising or asserted hereafter. All such
other liabilities and obligations shall be retained by and remain obligations
and liabilities of Seller (all such liabilities and obligations not being
assumed are referred to as the "Excluded Liabilities"), including
without limitation that Seller expressly agrees that the following liabilities
and claims against Seller shall remain Seller’s liabilities and Seller further
agrees to fully indemnify and hold Buyer harmless from any and all claims or
causes of action related thereto as further provided in this Agreement:

	 	(i) 	Services provided to Seller by Christopher
      Bohn, including without limitation notice of claim filed with the Labor
      Commissioner, State of California by Christopher Bohn against
      FrequentTraveller.com, Inc. on June 18, 2007 (State Case Number 23-26375
      LMS); and 
	 	  	  
	 	(ii) 	Alleged copyright infringement and unauthorized
      use related to certain photographs posted on Malaysia.com and all claims
      for royalty payments or otherwise associated therewith whether claimed by
      Getty Images (US), Inc. or any other party. 


     2.05. Assignment of
Contracts and Rights. Seller and Buyer will use their best
efforts (but without any payment of money by Buyer) to obtain the consent of the
other parties to any Purchased Asset or claim or right or any benefit arising
thereunder for the assignment thereof to Buyer as Buyer may request. If such
consent is not obtained, or if an attempted assignment 

4




would be ineffective or would adversely affect the rights of
Seller thereunder so that Buyer would not in fact receive all such rights, then
Seller and Buyer will negotiate in good faith an adjustment in the consideration
paid by Buyer for the Purchased Assets.

     2.06. Purchase
Price. The purchase price and consideration for the Purchased
Assets (the "Purchase Price") is (a) the delivery of the Shares endorsed
in favor of Seller, and (b) the cancellation of $261,833.19 of debt owing from
Seller to Buyer under the Domain Lease Agreement, and (c) the assumption of the
Assumed Liabilities. In addition, the Parties agree that the Domain Lease
Agreement shall be deemed terminated and of no further force or effect upon the
Closing of this Agreement and that all rights, duties and obligations thereunder
shall be terminated. 

     2.07.
Closing. The closing (the "Closing") of the
purchase and sale of the Purchased Assets and the assumption of the Assumed
Liabilities hereunder shall take place simultaneously with the execution of the
this Agreement and the Ancillary Agreements at the offices of Richardson &
Patel LLP, 11900 Wilshire Boulevard, Suite 500, Los Angeles, California 90024 on
or around November 12, 2007 (the “Closing Date”). At the Closing:

     (a) Buyer shall deliver to Seller
a stock certificate representing the Shares. The Certificate shall be duly
endorsed for transfer in favor of the Seller. 

     (b) Seller and Buyer shall enter
into the Ancillary Agreements represented by a Bill of Sale substantially in the
form attached hereto as Exhibit A and Assignment and Assumption Agreement
substantially in the form attached hereto as Exhibit B, and Seller shall
deliver to Buyer such endorsements, consents, assignments and other good and
sufficient instruments of conveyance and assignment as the parties and their
respective counsel shall deem reasonably necessary or appropriate to vest in
Buyer all right, title and interest in, to and under the Purchased Assets.

     (c) Seller shall deliver
documentation satisfactory to Buyer and Buyer’s counsel evidencing the release
of all Liens on the Purchased Assets.

     (d) Seller and Buyer shall also
execute and deliver all such instruments, documents and certificates as may be
reasonably requested by the other party that are necessary, appropriate or
desirable for the consummation at the Closing of the transactions contemplated
by this Agreement, including copies of actions of their respective boards of
directors and/or shareholders and such other writings as each may reasonably
request.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
SELLER

     Seller hereby represents and warrants
to Buyer that:

5




     3.01. Corporate
Existence and Power. Seller is a corporation duly incorporated,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.

     3.02. Corporate
Authorization. The execution, delivery and performance by Seller
of this Agreement and each of the Ancillary Agreements to which it is a party,
and the consummation by Seller of the transactions contemplated hereby and
thereby are within Seller's corporate powers and have been duly authorized by
all necessary corporate action on the part of Seller. This Agreement and each of
the Ancillary Agreements to which Seller is a party constitute valid and binding
agreements of Seller.

     3.03. Governmental
Authorization. The execution, delivery and performance by Seller
of this Agreement and each of the Ancillary Agreements do not require any action
by or in respect of, or filing with, any governmental body, agency, official or
authority. 

     3.04.
Non-Contravention. The execution, delivery and
performance by Seller of this Agreement and each of the Ancillary Agreements do
not and will not (i) contravene or conflict with the corporate charter or bylaws
of Seller, (ii) contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, injunction, order or decree binding
upon or applicable to Seller or the Business, (iii) constitute a default under
or give rise to any right of termination, cancellation or acceleration of any
right or obligation of Seller or to a loss of any benefit relating to the
Business to which Seller is entitled under any provision of any agreement,
contract or other instrument binding upon Seller or by which any of the
Purchased Assets is or may be bound, or (iv) result in the creation or
imposition of any Lien on any Purchased Asset.

     3.05. Required
Consents. Schedule 3.05 sets forth each agreement,
contract or other instrument binding upon Seller or any operating permit
requiring a consent as a result of the execution, delivery and performance of
this Agreement and the Ancillary Agreements or the consummation of the
transactions contemplated hereby and thereby, except such consents as would not,
individually or in the aggregate, have a material adverse effect on the
Purchased Assets if not received by the Buyer (each such consent, a "Required
Consent”).

     3.06.
Properties.

     (a) Seller has good and
marketable, indefeasible, fee simple title to, or valid leasehold interests in,
all Purchased Assets (whether real, personal, tangible or intangible).

     (b) No Purchased Asset is subject to
any Lien. 

     (c) There are no developments
affecting any of the Purchased Assets pending or, to the knowledge of Seller
threatened, which might materially detract from the value of such Purchased
Assets, materially interfere with any present or intended use of any such
Purchased Assets or materially adversely affect the marketability of such
Purchased Assets. 

6




     3.07. Title to
Purchased Assets. Upon consummation of the transactions
contemplated hereby, Buyer will have acquired good and marketable title in and
to, or a valid leasehold interest in, each of the Purchased Assets, free and
clear of all Liens.

     3.08.
Litigation. There is no action, suit, investigation or
proceeding (or any basis therefor) pending against, or to the knowledge of
Seller, threatened against or affecting, the Business or any Purchased Asset
before any court or arbitrator or any governmental body, agency or official.

     3.09. Proprietary
Rights.

     (a) Seller has and will transfer
to Buyer at Closing good and marketable title to all of the Purchased Assets,
which are being sold to Buyer under this Agreement, free and clear of all liens,
claims, charges, judgments, restrictions, security interests, or other
encumbrances of any kind, any no rights or license of any kind respecting the
Purchased Assets have been granted to any third party. Seller is not a party to
any contract or obligation whereby there has been granted to anyone an absolute
or contingent right to purchase, obtain or acquire any rights in the Purchased
Assets.

     (b) Seller (i) has no leases of
any personal property relating to the Purchased Assets, whether as lessor or
lessee; (ii) has no contractual or other obligations relating to the Purchased
Assets, whether written or oral; and (iii) has not given any power of attorney
to any person or organization for any purpose relating to the Purchased
Assets.

     (c) There is no suit, claim,
arbitration, investigation, action or proceeding entered against, now pending
or, to the Seller’s knowledge, threatened against the Seller, the Purchased
Assets or Proprietary Rights, nor is there any basis known to Seller for any
such action. No litigation is pending, or, to Seller’s knowledge, threatened,
against Seller, or its assets or properties which seeks to restrain or enjoin
the execution and delivery of this Agreement or any of the documents referred to
herein or the consummation of any transaction contemplated hereby or thereby.
The Seller is not subject to any judicial injunction or mandate or any
quasi-judicial or administrative order or restriction directed to or against it
which would affect the Purchased Assets. There are no outstanding, or the best
knowledge of Seller, threatened claims of infringement against Seller respecting
the use of the Purchased Assets and it has no knowledge of any trademark,
service mark, trade name, assumed name, copyright, patent, trade secret,
contractual or other rights of any third party which may be violated or
infringed by the use or operation of the Business or any Purchased Assets.

     (d) None of the processes and
formulae, research and development results and other know-how relating to the
Business, the value of which to Seller is contingent upon maintenance of the
confidentiality thereof, has been disclosed by Seller to any Person other than
employees, representatives and agents of Seller under an agreement of
confidentiality.

7




     3. 10. Binding
Effect. This Agreement and each Ancillary Agreement, when executed and
delivered will be the legal, valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
BUYER

Buyer hereby represents and warrants to Seller that:

     4.01. Organization
and Existence. Buyer is a corporation duly incorporated, validly
existing and in good standing under the laws of Nevada and has all corporate
powers and all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.

     4.02. Corporate
Authorization. The execution, delivery and performance by Buyer
of this Agreement, each of the Ancillary Agreements, are within the corporate
powers of Buyer and such actions have been duly authorized by all necessary
corporate action on the part of Buyer. This Agreement and each of the Ancillary
Agreements to which Seller is a party constitute valid and binding agreements of
Buyer.

     4.03. Governmental
Authorization. The execution, delivery and performance by Buyer
of this Agreement and each of the Ancillary Agreements require no action by or
in respect of, or filing with, any governmental body, agency, official or
authority.

     4.04.
Non-Contravention. The execution, delivery and
performance by Buyer of this Agreement and each of the Ancillary Agreements do
not and will not contravene or conflict with the corporate charter or bylaws of
Buyer.

     ARTICLE V 
COVENANTS OF BOTH
PARTIES

     The parties hereto agree that:

     5.01. Best Efforts;
Further Assurances.

     (a) Subject to the terms and
conditions of this Agreement, each party will use its best efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things
necessary or desirable under applicable laws and regulations to consummate the
transactions contemplated by this Agreement. Each party hereto agrees to execute
and deliver such other documents, certificates, agreements and other writings
and to take such other actions as may be necessary or desirable in order to
consummate or implement expeditiously the transactions contemplated by this
Agreement and to vest in Buyer good and marketable title to the Purchased
Assets.

8




     (b) Seller hereby constitutes and
appoints, effective as of the Closing Date, Buyer and its successors and assigns
as the true and lawful attorney of Seller with full power of substitution in the
name of Buyer or in the name of Seller, but for the benefit of Buyer (i) to
collect for the account of Buyer any items of Purchased Assets and (ii) to
institute and prosecute all proceedings which Buyer may in its sole discretion
deem proper in order to assert or enforce any right, title or interest in, to or
under the Purchased Assets, and to defend or compromise any and all actions,
suits or proceedings in respect of the Purchased Assets. Buyer shall be entitled
to retain for its account any amounts collected pursuant to the foregoing
powers, including any amounts payable as interest in respect thereof.

     5.02. Public
Announcements. The Seller agrees to consult with Buyer before
issuing any press release or making any public statement with respect to this
Agreement or the transactions contemplated hereby and, except as may be required
by applicable law or any listing agreement with any national securities
exchange, will not issue any such press release or make any such public
statement prior to such consultation.

ARTICLE VI
SURVIVAL, INDEMNIFICATION, AND MUTUAL
RELEASE

     6.01.
Survival. The covenants, agreements, representations
and warranties of the parties hereto contained in this Agreement or in any
certificate or other writing delivered pursuant hereto or in connection herewith
shall survive the Closing until the second anniversary of the Closing Date or
until expiration of the applicable statutory period of limitations (giving
effect to any waiver, mitigation or extension thereof). Notwithstanding the
preceding sentence, any covenant, agreement, representation or warranty in
respect of which indemnity may be sought under this Article shall survive the
time at which it would otherwise terminate pursuant to the preceding sentence,
if notice of the inaccuracy or breach thereof giving rise to such right to
indemnity shall have been given to the party against whom such indemnity may be
sought prior to such time. 

     6.02.
Indemnification. 

     (a) Seller hereby indemnifies
Buyer against and agree to hold it harmless from any and all damage, loss,
liability and expense (including, without limitation, reasonable expenses of
investigation and reasonable attorneys' fees and expenses in connection with any
action, suit or proceeding) incurred or suffered by Buyer arising out of, in
respect of, or in connection with:

     (i) any misrepresentation or
breach of warranty, covenant or agreement made or to be performed by Seller
pursuant to this Agreement; or

     (ii) the failure of Seller to
assume full responsibility for any Excluded Liability or any obligation or
liability of the Business relating to the Excluded Assets. 

     6.03.
Procedures.

9




     (a) The party seeking
indemnification under this Article (the "Indemnified Party") agrees to
give prompt notice to the party against whom indemnity is sought (the
"Indemnifying Party") of the assertion of any claim, or the
commencement of any suit, action or proceeding in respect of which indemnity may
be sought under such Section. The Indemnifying Party may, and at the request of
the Indemnified Party shall, participate in and control the defense of any such
third party suit, action or proceeding at its own expense. The Indemnifying
Party shall not be liable for any settlement effected without its consent of any
claim, litigation or proceeding in respect of which indemnity may be sought
hereunder.

     (b) No waiver of a closing
condition by either Buyer or Seller shall limit its rights under this
Article.

     6.04. Mutual
Release. In consideration of the transaction contemplated herein and
termination of Domain Lease Agreement upon the Closing, the Seller and Buyer
(each, as applicable, the “Releasing Party”) shall irrevocably, unconditionally,
and fully release and forever discharge, and covenants not to sue or otherwise
institute or cause to be instituted or in any way participate in legal or
administrative proceedings against, the other and each of the other party’s
subsidiaries and affiliates, and their respective directors, managers, officers,
shareholders, partners, employees, agents, successors and assigns, of and from
any and all debts, demands, actions, causes of action, suits, claims, judgments,
damages, costs, expenses, attorneys’ fees, penalties, obligations and
liabilities, of every kind, character, nature and description, whether now known
or unknown, suspected or claimed, whether vested, fixed or contingent, whether
at law or in equity, that any of the applicable Releasing Party ever had or now
has for, upon or by reason of any agreement (written or oral) including without
limitation the Domain Lease Agreement, matter, cause, event, occurrence, or
state of facts whatsoever made, occurring or taking place at any time on or
prior to the date hereof that relate to this Agreement and the transactions
contemplated thereby. 

     ARTICLE VII

MISCELLANEOUS

     7.01.
Notices. All notices, demands and requests of any kind
to be delivered to any party in connection with this Agreement shall be in
writing and shall be deemed to have been duly given if (i) personally delivered,
(ii) sent by telecopy, electronic mail or facsimile transmission, (iii) sent by
internationally-recognized overnight courier, or (iv) sent by registered or
certified mail, return receipt requested and postage prepaid, addressed as
follows:

     if to Buyer, to:

Communicate.com, Inc. 
375 Water
Street, Suite 645 
Vancouver, BC, V6B 5C6, Canada 
Fax: (604)
453-4871
Attention: C. Geoffrey Hampson, Chairman and Chief Operating
Officer

10




with a copy to:

Richardson & Patel, LLP
10900
Wilshire Boulevard, Suite 500 
Los Angeles, California 90024 
Fax: (310)
208-1154 
Attention: Jennifer A. Post, Esq.

if to Seller, to:

FrequentTraveller.com, Inc. 
2311
Cherry Street 
Bellingham, Washington 98255 
Fax:
775-254-1339
Attention: Graham Heal, President and Director

with a copy to: 

RHD Law Corp.
1100 Melville Street,
Suite 600 
Vancouver, BC, Canada 
Fax: [  ] 
Attention: Rene
Daignault

     7.02. Amendments; No
Waivers.

     (a) The provisions of this
Agreement may be amended or waived only if such amendment or waiver is in
writing and signed by the Buyer and Seller.

     7.03.
Expenses. Except as otherwise provided herein, each
party shall pay its own fees and expenses incurred in connection with the
negotiation, execution and delivery of this Agreement and the Ancillary
Agreements and the transactions contemplated thereby.

     7.04. Successors and
Assigns. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.

     7.05. Governing Law;
Waiver of Jury Trial. All questions concerning the construction,
interpretation and validity of this Agreement shall be governed by and construed
and enforced in accordance with the domestic laws of Nevada without giving
effect to any choice or conflict of law provision or rule (whether in the State
of Nevada or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Nevada. In furtherance of the
foregoing, the internal laws of the State of Nevada will control the
interpretation and construction of this Agreement, even if under such
jurisdiction's choice of law or conflict of law analysis, the substantive law of
some other jurisdiction would ordinarily or necessarily apply.

     BECAUSE DISPUTES ARISING IN CONNECTION
WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED
BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO
APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE
PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

11




     7.06. Submission to
Jurisdiction. Any legal action or proceeding with respect to this
Agreement may be brought in the courts of the State of California and the United
States of America located in California and, by execution and delivery of this
Agreement, each party hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each
party hereby irrevocably waives, in connection with any such action or
proceeding, any objection, including, without limitation, any objection to the
venue or based on the grounds of forum non conveniens, which it may now or
hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions. Each party hereby irrevocably consents to the service
of process of any of the aforementioned courts in any such action or proceeding
by the mailing of copies thereof by registered or certified mail, postage
prepaid, to it at its address as set forth herein.

     7.07.
Severability. It is the desire and intent of the
parties that the provisions of this Agreement be enforced to the fullest extent
permissible under the law and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, in the event that any provision of
this Agreement would be held in any jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any
jurisdiction.

     7.08. Counterparts;
Effectiveness. This Agreement may be executed in any number of
counterparts, and each such counterpart of this Agreement shall be deemed to be
an original instrument, but all such counterparts together shall constitute but
one agreement. Facsimile counterpart signatures to this Agreement shall be
acceptable and binding. This Agreement shall become effective when each party
hereto shall have received a counterpart hereof signed by the other party
hereto.

     7.09. Entire
Agreement. This Agreement and the other writings and agreements
referred to in this Agreement or delivered pursuant to this Agreement contain
the entire understanding of the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings among the parties
with respect thereto. None of this Agreement, the Ancillary Agreements, nor any
provision hereof or thereof, is intended to confer upon any Person other than
the parties hereto any rights or remedies hereunder.

12




     7.10. Bulk Sales
Laws. Buyer and Seller each hereby waive compliance by Seller
with the provisions of the "bulk sales", "bulk transfer" or similar laws of any
state. Seller agrees to indemnify and hold Buyer harmless against any and all
claims, losses, damages, liabilities, costs and expenses incurred by Buyer or
any of its Affiliates as a result of any failure to comply with any such "bulk
sales", "bulk transfer" or similar laws.

     7.11.
Headings. The section and paragraph headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

     7.12. Preparation of
Agreement. Each party to this Agreement acknowledges that: (i)
the party had the advice of, or sufficient opportunity to obtain the advice of,
legal counsel separate and independent of legal counsel for any other party
hereto; (ii) the terms of the transactions contemplated by this Agreement are
fair and reasonable to such party; and (iii) such party has voluntarily entered
into the transactions contemplated by this Agreement without duress or coercion.
Each party further acknowledges that such party was not represented by the legal
counsel of any other party hereto in connection with the transactions
contemplated by this Agreement, nor was he or it under any belief or
understanding that such legal counsel was representing his or its interests.
Each party agrees that no conflict, omission or ambiguity in this Agreement, or
the interpretation thereof, shall be presumed, implied or otherwise construed
against any other party to this Agreement on the basis that such party was
responsible for drafting this Agreement.

[SIGNATURE PAGE FOLLOWS]

13




     IN WITNESS WHEREOF, each
of the undersigned has duly executed this Asset Purchase Agreement as of the
date first written above.

COMMUNICATE.COM, INC.

Buyer:

By: /s/ C. Geoffrey Hampson

Name: Geoffrey C. Hampson 
Title: President and Chief Operating
Officer 

FREQUENTTRAVELLER.COM, INC.

Seller:

By: /s/ Graham Heal 
Name:
Graham Heal 
Title: President and Director 

14



 

Exhibit A

BIILL OF SALE 

     This BILL OF SALE, dated as of
November 12, 2007 is by and between Communicate.com, Inc., a Nevada
corporation ("Buyer"), and FrequentTraveller.com, Inc., a Nevada
corporation ("Seller").

RECITALS

     WHEREAS, Buyer and Seller
have concurrently herewith consummated the purchase by Buyer of the Purchased
Assets pursuant to the terms and conditions of the Asset Purchase Agreement
dated November 12, 2007 between Buyer and Seller (the "Asset Purchase
Agreement"; terms defined in the Asset Purchase Agreement and not
otherwise defined herein are being used herein as defined in the Asset Purchase
Agreement);

     WHEREAS, pursuant to the
Asset Purchase Agreement, Buyer has agreed to purchase and Seller has agreed to
sell the Purchased Assets, and Buyer has agreed to assume the Assumed
Liabilities;

     NOW, THEREFORE, in
consideration of the sale of the Purchase Assets and in accordance with the
terms of the Asset Purchase Agreement, Buyer and Seller agree as follows:

     1. (a) Seller does hereby sell,
transfer, assign, convey and deliver unto to Buyer all of the right, title and
interest of Seller in, to and under the Purchased Assets TO HAVE AND TO HOLD the
Purchased Assets unto the Buyer and its successors and assigns, to and for its
or their use forever.

         (b) Buyer does
hereby accept all the right, title and interest of Seller in, to and under all
of the Purchased Assets and Buyer assumes and agrees to pay, perform and
discharge promptly and fully when due all of the Assumed Liabilities.

     2. This Agreement shall be
construed in accordance with and governed by the law of the State of Nevada,
without regard to the conflicts of law rules of such state.

     3. This Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

15




     IN WITNESS WHEREOF, each
of the undersigned has duly executed this Bill of Sale as of the date first
written above.

COMMUNICATE.COM, INC.

Buyer:

By: /s/ C. Geoffrey Hampson 
Name:
C. Geoffrey Hampson 
Title: Chairman and Chief Operating Officer 

FREQUENTTRAVELLER.COM, INC.

Seller:

By: /s/ Graham Heal 
Name: Graham
Heal 
Title: President and Director 

16




Exhibit B

ASSIGNMENT AND ASSUMPTION AGREEMENT

     This ASSIGNMENT AND ASSUMPTION
AGREEMENT dated as of November 12, 2007 is made by and between
Communicate.com, Inc., a Nevada corporation ("Buyer"), and
FrequentTraveller.com, Inc., a Nevada corporation ("Seller").

     WHEREAS, pursuant to that
certain Asset Purchase Agreement, dated November 12, 2007, by and among Buyer
and Seller (the "Asset Purchase Agreement"), the parties hereto have agreed that
at the closing thereunder (which closing is taking place as of the date hereof),
Seller will transfer to Buyer and Buyer will accept and assume, only those
liabilities and obligations of Seller arising from and after the Closing Date
under the Assumed Contracts set forth on Schedule A attached
hereto, all liabilities and obligations specifically outlined on Schedule 2.03
to the Asset Purchase Agreement. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Asset Purchase
Agreement.

     NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in consideration of the covenants and agreements contained in
the Asset Purchase Agreement, the parties hereto, intending to be legally bound,
hereby agree as follows:

     As of the date hereof, Seller
hereby transfers and assigns to Buyer, and Buyer hereby accepts and assumes
those liabilities and obligations of Seller arising from and after the Closing
Date under the Assumed Contracts set forth on Schedule A attached hereto. With
the exception of the liabilities and obligations to be assumed by Buyer pursuant
to the preceding sentence, Buyer shall not assume and shall in no event be
liable for any other debts, liabilities or obligations of Seller, whether fixed
or contingent, known or unknown, liquidated or unliquidated, secured or
unsecured, or otherwise and regardless of when they arose or arise. In the event
of any inconsistency between the terms hereof and the terms of the Asset
Purchase Agreement, the terms of the Asset Purchase Agreement shall control.

[SIGNATURE PAGE FOLLOWS]

17




     IN WITNESS WHEREOF, the
undersigned have caused this Assignment and Assumption Agreement to be signed in
their respective names by their respective duly authorized officers on the date
first above written.

COMMUNICATE.COM, INC.

Buyer:

By: /s/ C. Geoffrey Hampson
Name:
C. Geoffrey Hampson 
Title: Chairman and Chief Operating Officer 

FREQUENTTRAVELLER.COM, INC.

Seller:

By: /s/ Graham Heal 
Name: Graham
Heal 
Title: President and Director 

18




SCHEDULE A
TO ASSIGNMENT AND ASSUMPTION
AGREEMENT

ASSUMED CONTRACTS

None.

19




SCHEDULE 2.01

PURCHASED ASSETS

(1) All Proprietary Rights owned, licensed, leased, or used
or otherwise necessary for the ownership of the Business, by Seller
of: 
     (i) Frequenttraveller.com
(single “l”, singular) 
     (ii) Frequenttravellers.com
(single “l”, plural) 
     (iii)
Frequenttraveller.com (double “ll”, singular) 
     (iv)
Frequenttravellers.com (double “ll, plural) 
     (v)
Frequentravellers.com (single “t”, single “l”, plural)

     (vi) Frequentraveller.com (single “t”, double “l”,
singular) 
     (vii) Frequentravellers.com (single “t”,
double “l”, plural) 
     (viii) GreatBritain.com

     (ix) Canadian.com 
     (x)
Malaysia.com 
     (xi) Vietnam.com

     (xii) Indonesia.com 
    
(xiii) Brazil.com

(2) List of all present
suppliers: 
     (i) Vietventures - HCMC,
Vietnam
     (ii) Vietnam Travel Solutions – Hanoi,
Vietnam 
     (iii) Exotissimo Travel – HCMC, Vietnam

     (iv) Peterson Travel – Kuala Lumpur, Malaysia

     (v) Bali Destination Travel – Bali, Indonesia

     (vi) BITourism – Rio de Janeiro, Brazil

(3) List of all present customers:
Seller’s sales
staff in Bellingham, WA (Mr. Kevin Hamada) and HCMC, Vietnam (Ms. Phan Hoang Ai
Vy (Ms. Vy) hold and have access to all records with respect to 1) closed
bookings & previously delivered services, 2) closed bookings with services
not yet delivered as of the date of this Agreement, and 3) current sales under
discussion but not yet booked as of the date of this Agreement. All records
described under this section (3) are stored within the Seller’s “Inquiry
Management System (IMS)” and will be delivered to Buyer at the Closing.

(4) All goodwill associated with the Business of the Purchased
Assets, together with the right to represent to third parties that Buyer is the
successor to the Business

(5) Any and all copies of records in Seller’s possession
relating to or compiled in connection with its operation of the Business which
are requested by the Buyer

20




SCHEDULE 2.03

ASSUMED LIABILITIES

None.

21




SCHEDULE 3.05

REQUIRED CONSENTS

None.

22