Exhibit 10.3


    PURCHASE
      AND SALE AGREEMENT

    


    This
      PURCHASE
      AND SALE AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of November 28, 2006, effective as of October 1, 2005
      (the “Effective
      Date”)
      by and
      among ANDREW PANOS
      (“Andy
      Panos”),
      EDWARD
      PANOS
      (“Ed
      Panos”),
      THE
      LANGUAGE ACCESS NETWORK, LLC, an Ohio limited liability company (the
“Company”),
      and
LANGUAGE
      ACCESS NETWORK, INC.,
      a Nevada
      corporation (“LAN”).

    


    Recitals

    


    A. Together
      Andy Panos and Ed Panos (the “Sellers”)
      held
      all the equity of and membership interests (the “Membership
      Interests”)
      in
      Preciss, LLC, an Ohio limited liability company (now known as The Language
      Access Network, LLC and referred to herein as the “Company”). The number of
      Membership Interests owned by each Andy Panos and Ed Panos are detailed in
      Exhibit A attached hereto. 

    


    B. On
      September 23, 2005, the Company and LAN entered into an Asset Purchase Agreement
      (the “Asset
      Purchase Agreement”),
      a
      copy of which is attached hereto as Exhibit
      B,
      with
      the intent to sell the assets of the Company to LAN. Instead of consummating
      the
      sale of assets pursuant to the Asset Purchase Agreement, the Sellers and LAN
      decided to restructure the transaction to transfer the ownership of the
      Membership Interests in the Company to LAN so that the Company would become
      a
      wholly owned subsidiary of LAN. The parties consummated, but did not document,
      the transaction until the execution of this Agreement. The parties acknowledge
      and agree that this Agreement is effective as of the Effective Date.


    


    C. The
      Sellers, the Company and LAN wish to enter into this Agreement to evidence
      the
      termination of the Asset Purchase Agreement and to ratify the transfer of the
      Membership Interests in the Company as provided herein.

    


    Statement
      of Agreement

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereby agree as follows:

    


    §1. Incorporation
      of Recitals.
      The
      foregoing Recitals are incorporated herein and expressly made a part hereof
      by
      this reference.

    


    §2. Termination
      of Asset Purchase Agreement.
      Each of
      LAN and the Company hereby agrees that as of the Effective Date the Asset
      Purchase Agreement is hereby terminated, void and is of no further force and
      effect. 

    


    §3. Purchase
      and Sale of Membership Interests.
      As of
      the Effective Date and in consideration of the payment of $500 in cash (to
      be
      divided between the Sellers in proportion to their respective interest in the
      Company as set forth in Exhibit A) and for other good and valuable consideration
      the receipt and sufficiency of which is hereby acknowledged, each of Andy Panos
      and Ed Panos agrees to and hereby does sell to LAN and LAN agrees to and hereby
      does purchase from
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Andy
      Panos and Ed Panos all rights, title and interests in and to the Membership
      Interests of the Company. Any and all action taken by Sellers and LAN prior
      to
      the date hereof with respect to the foregoing is hereby ratified.

    


    §4. Covenants,
      Representations and Warranties of Sellers.
      Each of
      Andy Panos and Ed Panos does hereby represent, warrant and covenant to LAN
      as
      follows:

    


    (a) As
      of the
      Effective Date, the Membership Interests constitute all equity interests of
      any
      nature in the Company and no other parties have any rights to or interests
      in
      the Company of any type or nature, including but not limited to membership
      interests, rights of first refusal, options, profits interests or other
      interests in the ownership, equity or assets of the Company.

    


    (b) As
      of the
      Effective Date, the Sellers are the lawful owners of the Membership Interests
      and have valid and marketable title thereto, free and clear of all claims,
      liens, security interests or encumbrances of any nature whatsoever.

    


    (c) The
      Sellers have full legal capacity, right and power to enter into this Agreement
      (including the consent of any party or court of law whose consent is required)
      and to assign, transfer and deliver the Membership Interests to LAN under this
      Agreement. 

    


    (d) The
      execution and delivery of this Agreement and the performance of the transactions
      contemplated herein have been duly authorized by all requisite Company
      action.

    


    (e) Each
      of
      Andy Panos and Ed Panos agrees that he shall do, execute, acknowledge and
      deliver all such further acts, deeds, transfers, assignments and assurances
      for
      the better assigning, transferring, conveying and conferring unto LAN, its
      successors and assigns, the Membership Interests hereby transferred and assigned
      as LAN may reasonably require.

    


    (f) Each
      of
      Andy Panos and Ed Panos agrees that he shall jointly and severally indemnify
      and
      hold harmless LAN from and against any breach of the foregoing representations,
      warranties and covenants by either of them.

    


    §5. Miscellaneous.

    


    (a) This
      Agreement may not be modified except by an instrument in writing signed by
      the
      parties hereto, and supersedes all previous agreements, written or oral, if
      any,
      of the parties with regard to the subject matter hereof.

     

    (b) This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, administrators, executors, legal representatives,
      successors and assigns.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) In
      the
      event that any provision of this Agreement shall be held to be invalid, the
      same
      shall not affect in any respect whatsoever the validity of the remainder of
      this
      Agreement.

    


    (d) No
      waiver
      of any of the provisions of this Agreement shall be deemed, nor shall the same
      constitute a waiver of any other provisions, whether or not similar nor shall
      any such waiver constitute a continuing waiver. No waiver shall be binding,
      unless executed, in writing, by the party making the waiver.

    


    (e) The
      section headings in this Agreement are for convenience only and shall not be
      considered for any purpose in construing this Agreement. As used in this
      Agreement, the masculine, feminine and neuter genders, and the singular and
      plural numbers shall be each deemed to include the other whenever the context
      so
      requires.

    


    (f) This
      Agreement may be executed in several counterparts, each of which so executed
      and
      delivered shall be an original; but all such counterparts shall together
      constitute only one and the same instrument.

    


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      REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the parties hereto subscribed their names on this ___ day
      of
      November, 2006 to be effective as of the Effective Date.

    


    
      	
              ANDY
                PANOS:

               

               

               

               

              ________________________________

              Andrew
                Panos

               

               

               

              ED
                PANOS:

               

               

               

               

              ________________________________

              Edward
                Panos

            	
              LAN:

               

              Language
                Access Network, Inc., 

              a
                Nevada corporation

               

              By:
                __________________________      

              Name:
                Michael Guirlinger

              Title
                CEO/COO

               

               

              THE
                COMPANY:

               

              The
                Language Access Network, LLC,

              f/k/a
                Preciss, LLC

               

              By:
                __________________________      

              Name:
                Andrew Panos

              Title:
                Member

            


    

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    SELLERS’
      MEMBERSHIP INTERESTS

     

     

    
      	Shareholder	
              Percentage

            	
              No.
                of
                Shares

            
	Edward Panos	
              98% 

            	
              98

            
	Andy Panos	
              2% 

            	
              2

            
	Total	
              100%

            	
              100

            


    

     

    

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

Exhibit
      B

     

    
      ASSET
        PURCHASE AGREEMENT

      Effective
        as of September 23, 2005

      Between

       

      Preciss,
        LLC.

      and

      Language
        Access Network, Inc.

       

      ASSET
        PURCHASE AGREEMENT effective as of September 23, 2005 (this "Agreement")
        between
        Language Access Network, Inc., a Nevada corporation, with an address at 100
        West
        Cypress, Henderson, Nevada 89015 (the "Purchaser"), and Preciss, LLC., an
        Ohio
        limited liability corporation, with an address at 111 West Rich Street, Suite
        150, Columbus, Ohio 43215 (the "Seller").

      


      RECITALS

       

      WHEREAS,
        the Purchaser desires to purchase from the Seller and the Seller desires
        to sell
        to the Purchaser all of Seller's rights, title and interest in
        and
        to
        the Assets (as hereinafter defined), all upon the terms and conditions set
        forth
        in this Agreement.

       

      NOW,
        THEREFORE, in consideration of the representations, warranties and covenants
        herein contained
        and for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties hereto hereby agree as follows:

       

      ARTICLE
        I

      CERTAIN
        DEFINITIONS

      1.1
        CERTAIN DEFINITIONS.

       

      (a)
        The
        following terms, when used in this Agreement, shall have the respective meanings
        ascribed to them below:

      "ACTION"
        means any claim, action, suit, inquiry, hearing, investigation or other
        proceeding.

       

      "AFFILIATE"
        means, with respect to a Person, any other Person that, directly or indirectly,
        through one or more intermediaries, Controls, is controlled by or is under
        common Control with, such Person. For purposes of this definition, "CONTROL"
        (including, with correlative meanings, the terms "Controlled by" and "under
        common Control with") means the possession, directly or indirectly, of the
        power
        to direct or cause the direction of the management or policies of a Person,
        whether through the ownership of stock, as trustee or executor, by Contract
        or
        credit arrangement or otherwise.

       

      "AGREEMENT"
        has the meaning set forth in the preamble hereto.

      "ANCILLARY
        AGREEMENTS" means the Bill of Sale and the IP Assignment.
        "ASSETS"
        has the meaning set forth in Section 2.1.

      "BILL
        OF
        SALE" has the meaning set forth in Section 3.2(b).

       

      "BUSINESS
        DAY" means any day other than Saturday, Sunday or any day on which banks
        in Las
        Vegas, Nevada are required or authorized to be closed.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

         

      

      "CLAIM
        NOTICE" means written notification pursuant to Section 7.2(a) of a Third-Party
        Claim as to which indemnity under Section 7.1 is sought by an Indemnified
        Party,
        enclosing a copy of all papers served, if any, and specifying the nature
        of and
        basis for such Third-Party Claim and for the Indemnified Party's claim against
        the Indemnifying Party under Section 7.1, together with the amount or, if
        not
        then reasonably ascertainable, the estimated amount, determined in good faith,
        of the Indemnified Party's Losses in respect of such Third-Party
        Claim.

       

      "CLOSING"
        has the meaning set forth in Section 3.1. "CLOSING DATE" has the meaning
        set
        forth in Section 3.1.

       

      "COMPETITIVE
        PRODUCT" means any product that competes directly with the use, potential
        use,
        or expected use of the Assets, or any part thereof.

       

      "CONTRACT"
        means any agreement, lease, debenture, note, bond, evidence of Indebtedness,
        mortgage, indenture, security agreement, option or other contract or commitment
        (whether written or oral).

       

      "DISPUTE
        NOTICE" means a written notice provided by any party against which
        indemnification is sought under this Agreement to the effect that such party
        disputes its indemnification obligation under this Agreement.

       

      "DISPUTE
        PERIOD" means the period ending thirty calendar days following receipt by
        an
        Indemnifying Party of
        either
        a Claim Notice or an Indemnity Notice.

       

      "GAAP"
        means United States generally accepted accounting principles as in effect
        from
        time to time, consistently applied throughout the specified period and all
        prior
        comparable periods.

       

      "GOVERNMENTAL
        ENTITY" means any government or political subdivision thereof, whether foreign
        or domestic, federal, state, provincial, county, local, municipal or regional,
        or any other governmental entity, any agency, authority, department, division
        or
        instrumentality of any such government,
        political subdivision or other governmental entity, any court, arbitral tribunal
        or arbitrator, and
        any
        nongovernmental regulating body, to the extent that the rules, regulations
        or
        orders of such body have the force of Law.

       

      "INDEBTEDNESS"
        means, as to any Person: (i) all obligations, whether or not contingent,
        of such
        Person for borrowed money (including, without limitation, reimbursement and
        all
        other obligations with respect to surety bonds, letters of credit and bankers'
        acceptances, whether or not matured), (ii) all obligations of such Person
        evidenced by notes, bonds, debentures, capitalized leases or similar
        instruments, (iii) all obligations of such Person representing the balance
        of
        deferred purchase price of property or services, (iv) all interest rate and
        currency swaps, caps, collars and similar agreements or hedging devices under
        which payments are obligated to be made by such Person, whether periodically
        or
        upon the happening of a contingency, (v) all indebtedness created or arising
        under any conditional sale or other title retention
        Contract with respect to property acquired by such Person (even though the
        rights and remedies of
        the
        seller or lender under such Contract in the event of default are limited
        to
        repossession or sale of such property), (vi) all indebtedness secured by
        any
        Lien on any property or asset owned or held by such Person regardless of
        whether
        the indebtedness secured thereby shall have been assumed by such Person or
        is
        non-recourse to the credit of such Person, and (vii) all indebtedness referred
        to in clauses (i) through (vi) above of any other Person that is guaranteed,
        directly or indirectly, by such Person.

       

      "INDEMNIFIED
        PARTY" means any Person claiming indemnification under any provision of Article
        VII.

       

      "INDEMNIFYING
        PARTY" means any Person against whom a claim for indemnification is being
        asserted under any provision of Article VII.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      "INDEMNITY
        NOTICE" means written notification pursuant to Section 7.2(b) of a claim
        for
        indemnification under Article VII by an Indemnified Party, specifying the
        nature
        of and basis for such claim, together with the amount or, if not then reasonably
        ascertainable, the estimated amount, determined in good faith, of the
        Indemnified Party's Losses in respect of such claim.

       

      "INTELLECTUAL
        PROPERTY" means: all (i) discoveries and inventions (whether patentable or
        unpatentable and whether or not reduced to practice), all improvements thereto,
        and all United States, international, and foreign patents, patent applications
        (either filed or in preparation for filing), patent disclosures and statutory
        invention registrations, including all reissuances, divisions, continuations,
        continuations in part, extensions and reexaminations thereof, all rights
        therein
        provided by international treaties or conventions, (ii) trademarks, service
        marks, trade dress, logos, trade names, corporate names, and other source
        identifiers (whether or not registered) including all common law rights,
        all
        registrations and applications for registration (either filed or in preparation
        for filing) thereof, all rights therein provided by international treaties
        or
        conventions, and all renewals of any of the foregoing, (iii) all copyrightable
        works and copyrights (whether or not registered), all registrations and
        applications for registration thereof, all rights therein provided by
        international treaties or conventions, and all data and documentation relating
        thereto, (iv) confidential and proprietary information, trade secrets, know-how
        (whether patentable or nonpatentable
        and whether or not reduced to practice), processes and techniques, research
        and
        development
        information including patent and/or copyright searches conducted by Seller
        and/or any third party, ideas, technical data, designs, drawings and
        specifications, (v) Software, (vi) coded values, formats, data and historical
        or
        current databases, whether or not copyrightable, (vii) domain names, Internet
        websites or identities used or held for use by the Seller, (viii) other
        proprietary rights relating to any of the foregoing (including without
        limitation any and all associated goodwill and remedies against infringements
        thereof and rights of protection of an interest therein under the laws of
        all
        jurisdictions), and (ix) copies and tangible embodiments of any of the
        foregoing.

       

      "IP
        ASSIGNMENT" has the meaning set forth in Section 3.2(c).

       

      "KNOWLEDGE"
        means the actual or constructive knowledge after due inquiry of any current
        officer of the Seller.

       

      "LAWS"
        means all laws, statutes, rules, regulations, ordinances and other
        pronouncements having the effect of law of the United States, any foreign
        country or any domestic or foreign state, county, city or other political
        subdivision or of any Governmental Entity.

       

      "LIABILITY"
        means all Indebtedness, obligations and other Liabilities of a Person, whether
        absolute, accrued, contingent, fixed or otherwise, and whether due or to
        become
        due (including for Taxes).

       

      "LIEN"
        means any mortgage, pledge, assessment, security interest, lease, lien, adverse
        claim, levy, charge or other encumbrance of any kind, whether voluntary or
        involuntary (including any conditional sale Contract, title retention Contract
        or Contract committing to grant any of the foregoing).

       

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

       

      "MATERIAL
        ADVERSE EFFECT" means any material adverse effect on the condition, operations,
        business, prospects or results of sales of the Seller; PROVIDED, HOWEVER,
        that
        any adverse effect arising out of or resulting from the entering into of
        this
        Agreement or the consummation of the transactions contemplated hereby, shall
        be
        excluded in determining whether a Material Adverse Effect has
        occurred.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      "ORDER"
        means any writ, judgment, decree, injunction or similar order of any
        Governmental Entity (in each case whether preliminary or final).

       

      "PERSON"
        means any individual, partnership, limited liability company, corporation,
        association, joint stock company, trust, estate, joint venture, unincorporated
        organization, Governmental Entity or any other entity of any
        kind.


      "PURCHASE
        PRICE" has the meaning set forth in Section 2.1. "PURCHASER" has the meaning
        set
        forth in the preamble hereto.

       

      "PURCHASER
        INDEMNIFIED PARTIES" has the meaning set forth in Section 7.1(a).

       

      "REPRESENTATIVES"
        means, with respect to any Person, the directors, officers,
        employees,

      counsel,
        accountants and other authorized representatives of such Person.

       

      "RESOLUTION
        PERIOD" means the period ending thirty days following receipt by an Indemnified
        Party of a Dispute Notice.

      


      "SELLER"
        has the meaning set forth in the preamble hereto.

       

      "SELLER
        INDEMNIFIED PARTIES" has the meaning set forth in Section 7.1(b).

       

      "SOFTWARE"
        means all computer software, including source code, object code,
        machine-readable code, HTML or other markup language, program listings,
        comments, user interfaces, menus, buttons and icons, web applications and
        all
        files, data, manuals, design notes, research and development documents, and
        other items and documentation related thereto or associated
        therewith.

       

      "SOLVENT"
        means, with respect to the Seller, that (a) the Seller is able to pay its
        Liabilities, as they mature in the normal course of business, and (h) the
        fair
        value of the assets of the Seller is greater than the total amount of
        Liabilities of the Seller.

       

      "TAX
        RETURNS" means all returns and reports (including elections, claims,
        declarations, disclosures, schedules, estimates, computations and information
        returns) required to be supplied to a tax authority in any jurisdiction relating
        to Taxes.

       

      "TAXES"
        means all federal, state, local and foreign income, profits, franchise, license,
        social security, transfer, registration, estimated, gross receipts,
        environmental, customs duty, capital stock, severance, stamp, payroll, sales,
        employment, unemployment, disability, use, property, withholding, excise,
        production, value added, occupancy and other taxes, duties or assessments
        of any
        nature whatsoever together with all interest, penalties, fines and additions
        to
        tax imposed with respect to such amounts and any interest in respect of such
        penalties and additions to tax.

      


      "THIRD-PARTY
        CLAIM" has the meaning set forth in Section 7.2(a).

       

      "TRANSFER
        TAXES" means all sales, use, value added, excise, registration, documentary,
        stamps, transfer, real property transfer, recording, gains, stock transfer
        and
        other similar Taxes and fees.

       

      (b)
        For
        purposes of this Agreement, except as otherwise expressly provided herein
        or
        unless the context otherwise requires: (i) words using the singular or plural
        number also include the plural or singular number, respectively, and the
        use of
        any gender herein shall be deemed to include the other genders; (ii) references
        herein to "Articles", "Sections", "subsections" and other subdivisions without
        reference to a document are to the specified Articles, Sections, subsections
        and
        other subdivisions of this Agreement; (iii) a reference to a subsection without
        further reference to a Section is a reference to such subsection as

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      contained
        in the same Section in which the reference appears, and this rule shall also
        apply to other subdivisions within a Section or subsection; (iv) the words
        "herein", "hereof', "hereunder", "hereby" and other words of similar import
        refer to this Agreement as a whole and not to any particular provision; and
        (v)
        the words "include", "includes" and "including" are deemed to be followed
        by the
        phrase "without limitation". All accounting terms used herein and not expressly
        defined herein shall have the meanings given to them under GAAP.

       

      ARTICLE
        II

      PURCHASE
        AND SALE OF ASSETS

       

      2.1
        PURCHASE AND SALE OF ASSETS.

       

      (a)  At
        the
        Closing, as hereinafter defined, Purchaser shall pay Seller for the Assets
        the
        price of One Hundred and Fourty Thousand ($140,000) (the "PURCHASE PRICE")
        payable as follows: (i) one hundred thousand ($100,000) loan forgiven upon
        execution of this Agreement, (ii) forty thousand ($40,000) in cash in thirty
        (30) days. In addition too, Language Access Network will raise Four Hundred
        Thousand dollars ($400,000) for the repayment of

      loan
        debts and to support working capital, over a course of one hundred eighty
        (180)
        days.

       

      (b)  In
        consideration of the payment by the Purchaser of the PURCHASE PRICE, the
        Seller
        hereby agrees to sell, convey, transfer, assign, grant and deliver to the
        Purchaser, and the Purchaser hereby agrees to purchase, acquire and accept
        from
        the Seller, at the Closing, all of the Seller's right, title and interest
        in and
        to all of the Assets, free and clear of all Liens. The term "ASSETS" means:
        (a)
        the Equipment and other Tangible Assets set forth on Schedule 2.1 attached
        hereto; (b) all Domain Names and Intellectual Property of Seller and everything
        provided in Schedule 4.6 attached hereto; (c) all rights to causes of action,
        lawsuits, judgments, claims and demands of any nature available to or being
        pursued by the Seller with respect to (a) above, whether arising by way of
        counterclaim or otherwise; and (d) a list of any end-users of the Assets
        that
        have licensed such products or received such products from Seller, which
        list
        shall include the product received, the platform on which it is used and
        the
        term of the license.

       

      2.2
        ASSUMPTION OF LIABILITIES. For greater certainty, the Purchaser assumes no
        Liabilities relating to the Assets or the Seller or the Seller's business
        (including Tax Liabilities), other than trade accounts payable of $ 96,114
        and
        amounts owed to shareholder of $256,075.

       

      2.3
        ALLOCATION. The sum of the Purchase Price shall be allocated as soon as possible
        after the Closing but in no event later than ninety days following the Closing
        among the Assets pursuant to the joint agreement of the Seller and the
        Purchaser. The parties hereto shall each report federal, state, local and
        other
        Tax consequences of the purchase and sale contemplated hereby in a manner
        consistent with such allocation, and neither party hereto shall take any
        position in any Tax Return, or other filing, proceeding or audit or otherwise
        inconsistent with such allocation.

       

      ARTICLE
        III 

      THE
        CLOSING

       

      3.1
        CLOSING. The closing of the transactions contemplated hereby (the "CLOSING")
        shall take place 5 (5) days from the effective date of this Agreement at
        the
        offices of Purchaser commencing at 10:00 a.m. P.T., or such other date as
        the
        parties hereto may mutually determine in writing (the "CLOSING
        DATE").

       

      3.2
        DELIVERY OF ITEMS BY THE SELLER. The Seller shall deliver to the Purchaser
        at
        the Closing the items listed below:

       

      (a)
        a
        Bill of Sale and General Assignment for the Assets, duly executed by the
        Seller,
        in the form attached hereto as EXHIBIT A (the "BILL OF SALE");

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      (b)  an
        intellectual property assignment, duly executed by the Seller, in the form
        attached hereto as EXHIBIT B (the "IP ASSIGNMENT"); and

      


      (c)  such
        other documents and instruments as the Purchaser may reasonably
        request.

       

      3.3
        DELIVERY OF ITEMS BY THE PURCHASER. The Purchaser shall deliver to the Seller
        at
        the Closing the items listed below:

       

      


      (a)
        such
        documents and instruments as the Seller may reasonably request.

       

      ARTICLE
        IV

       

      REPRESENTATIONS
        AND WARRANTIES OF THE SELLER

       

      As
        an
        inducement to the Purchaser to enter into this Agreement, the Seller represents
        and warrants to the Purchaser as follows:

       

      4.1
        ORGANIZATION, QUALIFICATION AND CORPORATE POWER. The Seller is a corporation
        duly organized, validly existing and in good standing under the Laws of the
        State of Ohio and has full corporate power and authority to own its properties
        and assets and to carry on its business as it is now being conducted. The
        Seller
        is duly qualified or licensed as a foreign corporation to do business, and
        is in
        good standing, in each jurisdiction where the character of the properties
        or
        assets owned, leased or operated by it or the nature of its activities makes
        such qualification or licensing necessary, except where the failure to be
        so
        qualified or licensed would not have a Material Adverse Effect.

       

      4.2
        AUTHORIZATION. The Seller has full power and authority to execute and deliver
        this Agreement and the Ancillary Agreements and to perform its obligations
        hereunder and thereunder. The execution, delivery and performance by the
        Seller
        of this Agreement and the Ancillary Agreements and the consummation of the
        transactions contemplated hereby and thereby have been duly authorized by
        the
        Seller's board of directors and no other corporate action is required on
        the
        part of the Seller in connection with the execution, delivery or performance
        of
        this Agreement and the Ancillary Agreements or the consummation of the
        transactions contemplated hereby and thereby. This Agreement and the Ancillary
        Agreements have been duly executed and delivered by the Seller and, assuming
        the
        due authorization, execution and delivery hereto and thereof by the Purchaser,
        constitute the valid and legally binding obligations of the Seller enforceable
        in accordance with their respective terms.

      43
        NONCONTRAVENTION.

       

      (a)  Neither
        the execution, delivery or performance of this Agreement or the Ancillary
        Agreements nor the consummation of the transactions contemplated hereby or
        thereby will, with or without the giving of notice or the lapse of time or
        both,
        (i) violate any provision of the certificate of incorporation or bylaws of
        the
        Seller, (ii) violate any Law or Order or other restriction of any Governmental
        Entity to which the Seller may be subject or (iii) conflict with, result
        in a
        breach of, constitute a default under, result in the acceleration of any
        right
        or obligation under, create in any party the right to accelerate, terminate,
        modify, cancel, require any notice under or result in the creation of a Lien
        on
        any of the Assets under, any Contract to which the Seller is a party or by
        which
        it is bound and to which any of its Assets is subject.

       

      (b)  The
        execution and delivery of this Agreement and the Ancillary Agreements by
        the
        Seller do not, and the performance of this Agreement and the Ancillary
        Agreements by the Seller and the consummation of the transactions contemplated
        hereby and thereby will not, require any consent, approval, authorization
        or
        permit of, or filing with or notification to, any Governmental
        Entity.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

       

      4.4
        LITIGATION. There is no pending or, to the Knowledge of the Seller, threatened
        Action against or affecting the Assets. Neither the Seller nor the Assets
        are
        subject to any Order restraining, enjoining or otherwise prohibiting or making
        illegal any action by the Seller, this Agreement or any of the transactions
        contemplated hereby.

       

      4.5
        CONTRACTS. Except as disclosed on SCHEDULE 4.5, there are no executory Contracts
        (whether license agreements, development agreements or otherwise), to which
        any
        of the Assets are bound or subject (other than this Agreement).

      
 

      4.6
        INTELLECTUAL PROPERTY.

       

      (a)  SCHEDULE
        4.6 contains a list of all patent and/or copyrights applications therefor
        filed
        by Seller with respect to the Assets and all licenses, if any, relating to
        the
        foregoing patent and/or copyrights applications therefor. SCHEDULE 4.6
        identifies the owner of each item listed thereon and, in the case of
        registrations and applications, the application or registration number and
        date.
        The Seller has not taken any action that could result in any of the
        registrations and applications for registration for the Assets not being
        valid
        and in full force and effect.

       

      (b)  Except
        as
        disclosed on SCHEDULE 4.6, the Seller is the sole and exclusive owner of,
        and
        has good and marketable title to, all of the Intellectual Property in and
        to the
        Assets, including the Intellectual Property set forth on SCHEDULE 4.6, free
        and
        clear of all Liens. Except as disclosed on SCHEDULE 4.6, the Seller has sole
        and
        exclusive right to develop, perform, use, create derivative works of, operate,
        reproduce, market, sell, license, display, distribute, publish and transmit
        the
        Intellectual Property in and to the Assets. Upon the Closing, except as
        disclosed on SCHEDULE 4.6, the Purchaser will have sole and exclusive right,
        title and interest in and to the Intellectual Property in and to the Assets,
        such that the Purchaser shall thereafter have sole and exclusive rights to
        perform, reproduce, create derivative works of, develop, use, operate, market,
        sell, license, display, publish, transmit and distribute the Assets, free
        of all
        encumbrances. The Seller has taken reasonable measures to protect the
        proprietary nature of the Intellectual Property in and to the Assets and
        to
        maintain in confidence the trade secrets and confidential information that
        it
        owns or uses. Except as disclosed on SCHEDULE 4.6, no other Person has any
        rights to any of Intellectual Property in and to the Assets and, to the
        knowledge of the Seller, no other Person is infringing, violating or
        misappropriating any of the Intellectual Property in and to the
        Assets.

       

      (c)  With
        respect to the Seller's Intellectual Property contributed to the Assets,
        such
        Intellectual Property does not infringe upon, violate or constitute a
        misappropriation of any Intellectual Property or other right of any other
        Person. In addition, to Seller's knowledge, none of the activities or business
        presently conducted by the Seller with respect to the Assets infringes or
        violates, or constitutes a misappropriation of, any Intellectual Property
        or
        other right of any other Person. Neither the Seller nor any Affiliate of
        the
        Seller has received any written complaint, claim or notice alleging any such
        infringement, violation or misappropriation. Further, neither the Seller
        nor any
        Affiliate of the Seller has disclosed to any Person, any source code, or
        any
        portion or aspect of any source code, which is part of the Assets, including
        the
        Intellectual Property.

       

      4.7
        PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTS,. Each employee, officer
        and
        consultant of the Seller that has had any involvement or participation in
        the
        creation of any of the Assets has executed a proprietary nondisclosure,
        nonsolicitation and assignment of intellectual property agreement or similar
        agreement. The Seller is not aware that any of the Seller's employees, officers
        or consultants are in violation of the terms thereof.

       

      4.8
        BROKERS' FEES. No agent, broker, finder, investment banker, financial advisor
        or
        other similar Person will he entitled to any fee, commission or other
        compensation in connection with any of the transactions contemplated by this
        Agreement on the basis of any act or statement made or alleged to have been
        made
        by the Seller, any of its Affiliates, or any investment banker, financial
        advisor, attorney, accountant or other Person retained by or acting for or
        on
        behalf of the Seller or any such Affiliate.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      4.9
        COMPLIANCE WITH LAWS. The Seller is not in violation of, has not violated
        and,
        to the Knowledge of the Seller, is not under investigation with respect to
        any
        possible violation of, and has not been threatened to be charged with any
        violation of, any Order of Law applicable to the Assets.

       

      4.10
        TITLE TO ASSETS. Except as to Intellectual Property (which warranty is contained
        in Section 4.6): (i) the Seller has good and marketable title to all of the
        Assets free and clear of all Liens; (ii) this Agreement and the instruments
        of
        transfer to be executed and delivered pursuant hereto will effectively vest
        in
        the Purchaser good and marketable title to all of the Assets free and clear
        of
        all Liens; (iii) and no Person other than the Seller has any ownership interest
        in any of the Assets.

       

      4.11
        SOLVENCY. The Seller is and, after consummation of the transactions contemplated
        by this Agreement, will be Solvent.

       

      4.12
        DISCLOSURE. The representations and warranties on the part of the Seller
        contained in this Agreement, and the statements contained in any of the
        Schedules or in any certificates furnished to the Purchaser pursuant to any
        provisions of this Agreement, including pursuant to Article VI hereof, do
        not
        contain any untrue statement of a material fact or omits to state a material
        fact necessary in order to make the statements herein or therein, in light
        of
        the circumstances under which they were made, not misleading.

       

      ARTICLE
        V

      REPRESENTATIONS
        AND WARRANTIES OF THE PURCHASER

       

      As
        an
        inducement to the Seller to enter into this Agreement, the Purchaser represents
        and warrants to the Seller as follows:

       

      5.1
        ORGANIZATION. The Purchaser is a corporation duly organized, validly existing
        and in good standing under the Laws of the State of Nevada, and has full
        corporate power and authority to own its properties and assets and to carry
        on
        its business as it is now being conducted.

       

      5.2
        AUTHORIZATION. The Purchaser has full power and authority to execute and
        deliver
        this Agreement and the Ancillary Agreements and to perform its obligations
        hereunder and thereunder. The execution, delivery and performance by the
        Purchaser of this Agreement and the Ancillary Agreements and the consummation
        of
        the transactions contemplated hereby and thereby have been duly authorized
        by
        the Purchaser's board of directors and no other corporate action is required
        on
        the part of the Purchaser in connection with the execution, delivery or
        performance of this Agreement and the Ancillary Agreements or the consummation
        of the transactions contemplated hereby and thereby. This Agreement and the
        Ancillary Agreements have been duly executed and delivered by the Purchaser
        and,
        assuming the due authorization, execution and delivery hereof and thereof
        by the
        Seller, constitute the valid and legally binding obligations of the Purchaser
        enforceable in accordance with their respective terms.

      5.3
        NONCONTRAVENTION.

       

      (a)  Neither
        the execution, delivery or performance of this Agreement or the Ancillary
        Agreements, nor the consummation of the transactions contemplated hereby
        or
        thereby will, with or without the giving of notice or the lapse of time or
        both,
        (i) violate any provision of the certificate of incorporation or bylaws of
        the
        Purchaser or (ii) violate any Law or Order or other restriction of any
        Governmental Entity to which the Purchaser may be subject.

       

      (b)  The
        execution and delivery of this Agreement and the Ancillary Agreements by
        the
        Purchaser do not, and the performance of this Agreement and the Ancillary
        Agreements by the Purchaser and the consummation of the transactions
        contemplated hereby and thereby will not, require any consent, approval,
        authorization or permit of, or filing with or notification to, any Governmental
        Entity.

       

      
        
           

        

        
          8

          
            

          

        

        
           


      

       

      5.4
        BROKERS' FEES. No agent, broker, finder, investment banker, financial advisor
        or
        other similar Person will be entitled to any fee, commission or other
        compensation in connection with any of the transactions contemplated by this
        Agreement on the basis of any act or statement made or alleged to have been
        made
        by the Purchaser, any of its Affiliates, or any investment banker, financial
        advisor, attorney, accountant or other Person retained by or acting for or
        on
        behalf of the Purchaser or any such Affiliate.

       

      ARTICLE
        VI

      CONDITIONS
        TO OBLIGATION TO CLOSE

       

      6.1
        CONDITIONS TO CLOSING BY THE PURCHASER. The obligation of the Purchaser to
        effect the transactions contemplated hereby is subject to the satisfaction
        or
        waiver by the Purchaser of the following conditions:

       

      (a)  The
        representations and warranties of the Seller set forth in this Agreement
        shall
        be true and correct in all material respects, with respect to representations
        and warranties not qualified by materiality, or in all respects, with respect
        to
        representations and warranties qualified by materiality, as of the date of
        this
        Agreement and as of the Closing Date as though made on and as of the Closing
        Date.

       

      (b)  The
        Seller shall have performed in all material respects the covenants required
        to
        be performed by it under this Agreement at or prior to the Closing
        Date.

       

      (c)  The
        board
        of directors of the Seller shall have approved this Agreement and the Ancillary
        Agreements and the transactions contemplated hereby and thereby.

       

      (d)  The
        Seller shall have executed and delivered each of the Ancillary
        Agreements.

       

      (e)  There
        shall be no effective or pending Law or Order that would prohibit the Closing,
        and the Seller shall have obtained all necessary approvals of any Governmental
        Entities in connection with the transactions contemplated hereby and by the
        Ancillary Agreements.

       

      (f)  The
        Seller shall have delivered each of the items described in Section
        3.2.

       

      6.2
        CONDITIONS TO CLOSING BY THE SELLER. The obligation of the Seller to effect
        the
        transactions contemplated hereby is subject to the satisfaction or waiver
        by the
        Seller of the following conditions:

       

      (a)  The
        representations and warranties of the Purchaser set forth in this Agreement
        shall be true and correct in all material respects, with respect to
        representations and warranties not qualified by materiality, and in all
        respects, with respect to representations and warranties qualified by
        materiality, in each case as of the date of this Agreement and as of the
        Closing
        Date as though made on and as of the Closing Date.

       

      (b)  The
        Purchaser shall have performed in all material respects the covenants required
        to be performed by it under this Agreement at or prior to the Closing
        Date.

       

      (c)  The
        Purchaser shall have executed and delivered each of the Ancillary
        Agreements.

       

      (d)  There
        shall be no effective or pending Law or Order that would prohibit the Closing,
        and the Purchaser shall have obtained all necessary approvals of any
        Governmental Entities in connection with the transactions contemplated hereby
        and by the Ancillary Agreements.

       

      (e)  The
        Purchaser shall have delivered each of the items described in Section
        3.3.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      


      ARTICLE
        VII

      INDEMNIFICATION

       

      


      7.1
        INDEMNIFICATION OBLIGATIONS.

       

      (a)  Seller
        shall indemnify the Purchaser and its officers, directors, employees, agents
        and
        Affiliates (collectively, the "PURCHASER INDEMNIFIED PARTIES") in respect
        of,
        and hold each harmless from and against, any and all Losses suffered, incurred
        or sustained by any of them or to which any of them becomes subject, resulting
        from, arising out of or relating to (i) any misrepresentation or breach of
        representation or warranty on the part of the Seller contained in this
        Agreement, (ii) any nonfulfillment of or failure to perform any covenant
        or
        agreement on the part of the Seller contained in this Agreement, and (iii)
        any
        Liabilities of the Seller.

       

      (b)  Purchaser
        shall indemnify the Seller and its officers, directors, employees, agents
        and
        Affiliates (collectively, the "SELLER INDEMNIFIED PARTIES") in respect of,
        and
        hold each harmless from and against, any and all Losses suffered, incurred
        or
        sustained by it or to which it becomes subject, resulting
        from, arising out of or relating to (i) any misrepresentation or breach of
        representation or warranty
        on the
        part of the Purchaser contained in this Agreement and (ii) any nonfulfillment
        of
        or failure to perform any covenant or agreement on the part of the Purchaser
        contained in this Agreement.

       

      (c)  For
        purposes of indemnification under this Article VII only, all qualifications
        as
        to materiality and/or Material Adverse Effect contained in any representation
        or
        warranty shall be disregarded.

       

      7.2
        METHOD OF ASSERTING CLAIMS. Claims for indemnification by an Indemnified
        Party
        under Section 7.1 will be asserted and resolved as follows:

       

      (a)
        THIRD-PARTY CLAIMS. In the event that any claim or demand in respect of which
        an
        Indemnified Party might seek indemnification under Section 7.1 in respect
        of,
        arising out of or involving a claim or demand made by any Person not a party
        to
        this Agreement against an Indemnified Party (a "THIRD-PARTY CLAIM"), the
        Indemnified Party shall deliver a Claim Notice to the Indemnifying Party
        within
        sixty (60) days after receipt by such Indemnified Party of written notice
        of the
        Third Party Claim. If the Indemnified Party fails to provide the Claim Notice
        within such time period, the Indemnifying Party will not be obligated to
        indemnify the Indemnified Party with respect to such Third-Party Claim to
        the
        extent that the Indemnifying Party's ability to defend is actually prejudiced
        by
        such failure of the Indemnified Party. The Indemnifying Party will notify
        the
        Indemnified Party as soon as practicable within the Dispute Period whether
        the
        Indemnifying Party accepts or disputes its liability to the Indemnified Party
        under Section 7.1 and whether the Indemnifying Party desires, at its sole
        cost
        and expense, to defend the Indemnified Party against such Third-Party
        Claim.

       

      (i)
        DEFENSE BY INDEMNIFYING PARTY. If the Indemnifying Party notifies the
        Indemnified Party within the Dispute Period that the Indemnifying Party desires
        to defend the Indemnified Party
        with
        respect to the Third-Party Claim pursuant to this Section 7.2, then the
        Indemnifying Party will have the right to defend, with counsel reasonably
        satisfactory to the Indemnified Party, at the sole cost and expense of the
        Indemnifying Party, such Third-Party Claim by all appropriate proceedings,
        which
        proceedings will be vigorously and diligently prosecuted or defended by the
        Indemnifying Party to a final conclusion or will be settled at the discretion
        of
        the Indemnifying Party (but only with the consent of the Indemnified Party
        in
        its sole discretion in the case of any settlement that provides for any relief
        other than the payment of monetary damages or that provides for the payment
        of
        monetary damages as to which the Indemnified Party will not be indemnified
        in
        full pursuant to Section 7.1). Subject to the immediately preceding sentence,
        the Indemnifying Party will have full control of such defense and proceedings,
        including any compromise or settlement thereof; PROVIDED, HOWEVER, that the
        Indemnified Party may, at the cost and expense of the Indemnifying Party,
        at any
        time prior to the Indemnifying Party's

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

         

      

      delivery
        of notice to assume the defense of such Third Party Claim, file any motion,
        answer or other pleadings or take any other action that the Indemnified Party
        reasonably believes to be necessary or appropriate to protect its interests.
        The
        Indemnifying Party shall not be liable to the Indemnified Party for legal
        expenses incurred by the Indemnified Party in connection with the defense
        of
        such Third Party Claim after the Indemnifying Party's delivery of notice
        to
        assume the defense. In addition, if requested by the Indemnifying Party,
        the
        Indemnified Party will, at the sole cost and expense of the Indemnifying
        Party,
        provide reasonable cooperation to the Indemnifying Party in contesting any
        Third-Party Claim that the Indemnifying Party elects to contest.

       

          (ii) DEFENSE
        BY INDEMNIFIED PARTY. If the Indemnifying Party fails to notify the Indemnified
        Party within the Dispute Period that the Indemnifying Party desires to assume
        the defense of the Third-Party Claim, or if the Indemnifying Party fails
        to give
        any notice whatsoever within the Dispute Period, then the Indemnified Party
        will
        have the right to defend, at the sole cost and expense of the Indemnifying
        Party, the Third-Party Claim by all appropriate proceedings, which proceedings
        will be prosecuted by the Indemnified Party in good faith or will be settled
        at
        the discretion of the Indemnified Party. The Indemnified Party will have
        full
        control of such defense and proceedings, including any compromise or settlement
        thereof; PROVIDED, HOWEVER, that if requested by the Indemnified Party, the
        Indemnifying Party will, at the sole cost and expense of the Indemnifying
        Party,
        provide reasonable cooperation to the Indemnified Party and its counsel in
        contesting any Third-Party Claim which the Indemnified Party is contesting.
        Notwithstanding the foregoing provisions of this Section 7.2, if the
        Indemnifying Party has notified the Indemnified Party within the Dispute
        Period
        that the Indemnifying Party disputes its liability hereunder to the Indemnified
        Party with respect to such Third-Party Claim and if such dispute is resolved
        in
        all respects in favor of the Indemnifying Party in the manner provided in
        clause
        (iii) below, the Indemnifying Party will not be required to bear the costs
        and
        expenses of the Indemnified Party's defense pursuant to this Section 7.2
        or of
        the Indemnifying Party's participation therein at the Indemnified Party's
        request. The Indemnifying Party may participate in, but not control, any
        defense
        or settlement controlled by the Indemnified Party pursuant to this Section
        7.2,
        and the Indemnifying Party will bear its own costs and expenses with respect
        to
        such participation.

       

          (iii) ACCEPTANCE
        BY INDEMNIFYING PARTY. If the Indemnifying Party notifies the Indemnified
        Party
        that it accepts its indemnification liability to the Indemnified Party with
        respect to the Third-Party Claim under Section 7.1, the Loss identified in
        the
        Claim Notice, as finally determined, will be conclusively deemed a liability
        of
        the Indemnifying Party under Section 7.1 and the Indemnifying Party shall
        pay
        the amount of such Loss to the Indemnified Party on demand. If the Indemnifying
        Party timely disputes its liability with respect to such Third-Party Claim
        or
        fails to notify the Indemnified Party within the Dispute Period whether the
        Indemnifying Party disputes its liability to the Indemnified Party with respect
        to such Third-Party Claim, the Indemnifying Party and the Indemnified Party
        will
        proceed in good faith to negotiate a resolution of such dispute, and if not
        resolved through negotiations with the Resolution Period, such dispute shall
        be
        resolved by litigation in a court of competent jurisdiction.

       

      (b)
        NON-THIRD PARTY CLAIMS. In the event any Indemnified Party should have a
        claim
        under Section 7.1 against any Indemnifying Party that does not involve a
        Third-Party Claim, the Indemnified Party shall deliver an Indemnity Notice
        with
        reasonable promptness to the Indemnifying Party. The failure or delay by
        any
        Indemnified Party to give the Indemnity Notice shall not impair such party's
        rights hereunder except to the extent that the Indemnifying Party is actually
        prejudiced by such failure or delay. If the Indemnifying Party notifies the
        Indemnified Party that it does not dispute the claim described in such Indemnity
        Notice within the Dispute Period, the Loss indemnified in the Indemnity Notice
        will be conclusively deemed a Liability of the Indemnified Party under Section
        7.1 and the Indemnifying Party shall pay the amount of such Loss to the
        Indemnified Party on demand. If the Indemnifying Party has timely disputed
        its
        liability with respect to such claim or fails to notify the Indemnified Party
        within the Dispute Period whether the Indemnifying Party disputes the claim
        described in such Indemnity Notice, the Indemnifying Party and the Indemnified
        Party will proceed in good faith to negotiate a resolution of such

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      dispute
        and, if not resolved through negotiations within the Resolution Period, such
        dispute shall be resolved by litigation in a court of competent
        jurisdiction.

       

      ARTICLE
        VIII

      POST-CLOSING
        COVENANTS

       

      8.1
        NON-COMPETE.

       

      (a)  The
        Seller acknowledges that reasonable limits on its ability to engage in
        activities competitive with the Purchaser are warranted to protect the
        Purchaser's substantial investment in the Assets. The Seller further
        acknowledges that Purchaser's operations (to include the use and utilization
        of
        the Assets) involve conducting business with, and/or exploiting business
        opportunities in, this United States, and on the worldwide internet web.
        As a
        consequence, Seller acknowledges and agrees that a geographical limitation
        to
        this non-compete covenant would be ineffectual and harmless to Purchaser,
        and
        Seller waives any right to challenge or contest same. Accordingly, the Seller
        shall not, and shall cause its Affiliates not to, directly or indirectly,
        develop, co-develop, publish, co-publish, sell, license or distribute any
        Competitive Product of the Assets during the period commencing on the Closing
        Date and ending five (5) years thereafter. Seller's ownership of stock of
        any
        corporation listed on a national securities exchange shall not be deemed
        a
        violation of this Section 8.2, provided that Seller and its Affiliates
        collectively do not own more than five percent (5%) of the voting stock of
        such
        corporation.

       

      (b)  Should
        any portion of Section 8.1(a) be declared by a court of competent jurisdiction
        to be unreasonable, unenforceable or void for any reason or reasons, the
        involved court shall modify Section 8.1(a) so as to be reasonable or as is
        otherwise necessary to make that Section enforceable and valid.

       

      8.2
        TRANSFER TAXES. Notwithstanding anything herein to the contrary, Seller shall
        be
        liable for and shall pay any Transfer Taxes or other similar tax imposed
        in
        connection with the transfer of the Assets pursuant to this Agreement. The
        party
        responsible under applicable Law for remitting any such tax shall pay and
        remit
        such tax on a timely basis and, if such party is the Purchaser, the Purchaser
        shall notify the Seller of the amount of such tax, and the Seller promptly
        pay
        to the Purchaser the amount of such tax.

       

      8.3
        FURTHER ACTION. From and after the Closing each of the parties hereto shall
        execute and deliver such documents and take such further actions as may
        reasonably be required to carry out the provisions of this Agreement and
        the
        Ancillary Agreements and to give effect to the transactions contemplated
        hereby
        and thereby, including to give the Purchaser effective ownership and control
        of
        the Assets.

       

      8.4
        CONFIDENTIALITY. From and after the Closing Date, the Seller shall keep
        confidential, and shall inform its Affiliates and their respective
        Representatives of the confidential nature of, any information relating to
        the
        Assets, except for any such information that (a) is available to the public
        on
        the Closing Date,
        (b)
        thereafter becomes available to the public other than as a result of a
        disclosure by the Seller or any
        of its
        Representatives, or (c ) is or becomes available to the Seller or any of
        its
        Representatives on a non-confidential basis from a source that to the Seller's
        or such Representative's knowledge is not prohibited from disclosing such
        information to the Seller or such Representative by a legal, contractual
        or
        fiduciary obligation to any other Person. Should the Seller or any such
        Representative be required to disclose any such
        information in response to an Order or as otherwise required by Law or
        administrative process, it shall inform
        the Purchaser in writing of such request or obligation as soon as possible
        after
        the Seller is informed
        of it
        and, if possible, before any information is disclosed, so that a protective
        order or other appropriate remedy may be obtained by the Purchaser. If the
        Seller or such Representative is obligated to make such disclosure, it shall
        only make such disclosure to the extent to which it is so obligated, but
        not
        further or otherwise.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      ARTICLE
        IX

      MISCELLANEOUS

       

      9.1
        SURVIVAL. Notwithstanding any right of the Purchaser (whether or not exercised)
        to investigate the affairs of the Seller or any right of any party (whether
        or
        not exercised) to investigate the accuracy of the representations and warranties
        of the other party contained in this Agreement or the waiver of any condition
        to
        Closing, each of the parties hereto has the right to rely fully upon the
        representations, warranties, covenants and agreements of the other contained
        in
        this Agreement. The representations, warranties, covenants and agreements
        of the
        parties hereto contained in this Agreement and any certificate or other document
        provided hereunder or thereunder will survive the Closing.

       

      9.2
        PRESS
        RELEASES AND PUBLIC ANNOUNCEMENT. Only Purchaser shall have the right to
        issue a
        press release or make a public announcement relating to this Agreement or
        the
        Ancillary Agreements or the transactions contemplated hereby; PROVIDED, HOWEVER,
        that this Section 9.2 shall not apply to any disclosure required by any
        applicable Law or stock exchange regulation or rule.

       

      9.3
        NO
        THIRD-PARTY BENEFICIARIES. The terms and provisions of this Agreement are
        intended solely for the benefit of the parties hereto and their respective
        successors and permitted assigns, and it is not the intention of the parties
        to
        confer third-party beneficiary rights, and this Agreement does not confer
        any
        such rights, upon any other Person, except for any Person entitled to indemnity
        under Article VII.

       

      9.4
        ENTIRE AGREEMENT. This Agreement (including the Exhibits and the Schedules
        hereto) constitute the entire agreement between the parties hereto with respect
        to the subject matter hereof and thereof and supersede any prior understandings,
        agreements or representations by or between the parties hereto, written or
        oral,
        with respect to such subject matter.

       

      9.5
        SUCCESSION AND ASSIGNMENT. 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 hereto may assign either this Agreement or any
        of
        its rights, interests or obligations hereunder without the prior written
        approval of the other parties hereto, except that the Purchaser may assign
        this
        Agreement or any of its rights, interests or obligations hereunder to any
        Affiliate of the Purchaser.

       

      9.6
        DRAFTING. The parties have participated jointly in the negotiation and drafting
        of this Agreement and, 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.

       

      9.7
        NOTICES. All notices, requests and other communications hereunder must be
        in
        writing and will be deemed to have been duly given only if delivered personally
        against written receipt or by facsimile transmission or mailed (by registered
        or
        certified mail, postage prepaid, return receipt requested) or delivered by
        reputable overnight courier, fee prepaid, to the parties hereto at the following
        addresses or facsimile numbers:

       

       

      
        	
                IF TO SELLER, TO: 

                 

                 

                 

              	
                Preciss, LLC.

                Edward
                  F. Panos and Andy Panos
                  111 West Rich St. Suite 150  

                Columbus,
                  Ohio 43215.

              
	 	 
	
                IF TO PURCHASER, TO: 

                 

              	
                Language Access Network, Inc.
                  Richard Fitzpatrick

                100
                  West Cypress

                Henderson,
                  Nevada 89015.

              


      

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      Any
        party
        hereto may change the address to which notices, requests, demands, claims
        and
        other communications hereunder are to be delivered by giving the other parties
        hereto notice in the manner set forth herein.

       

      9.8
        GOVERNING LAW. This Agreement shall be governed by, and construed in accordance
        with, the laws
        of the
        State of Nevada, without giving effect to any choice of law or conflict of
        law
        provision or rule that would cause the application of the Laws of any
        jurisdiction other than the State of Nevada.

       

      9.9
        CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES
        HERETO
        CONSENTS
        TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY
        OF
        CLARK IN THE STATE OF NEVADA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR
        PROCEEDINGS RELATING TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE
        TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE LITIGATED IN SUCH COURTS.
        EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
        RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF
        THE
        AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY
        AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
        AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
        OR
        THEREBY. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
        OF PROCESS OUT 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 SUCH PARTY AT THE ADDRESS SPECIFIED IN
        THIS
        AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING.
        NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF EITHER
        PARTY
        HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN
        ANY
        OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR
        TO
        BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE OTHER PARTY HERETO IN SUCH
        OTHER
        JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY ANY APPLICABLE
        LAW.

       

      9.10
        WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
        WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
        AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
        OR
        THEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO.

       

      9.11
        AMENDMENTS AND WAIVERS. No amendment of any provision of this Agreement shall
        be
        valid unless such amendment is in writing and signed by each of the parties
        hereto. No waiver by any party hereto 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. No waiver shall be valid
        unless such waiver is in writing and signed by the party against whom such
        waiver is sought to be enforced.

       

      9.12
        SEVERABILITY. Except as set forth in Section 8.1(b), if any provision of
        this
        Agreement is held to be illegal, invalid or unenforceable under any present
        or
        future Law, and if the rights or obligations of any party hereto under this
        Agreement will not be materially and adversely affected thereby, (a) such
        provision will be fully severable, (b) this Agreement will be construed and
        enforced as if such illegal, invalid or unenforceable provision had never
        comprised a part hereof, (c) the remaining provisions of this Agreement will
        remain in full force and effect and will not be affected by the illegal,
        invalid
        or unenforceable provision or by its severance herefrom and (d) in lieu of
        such
        illegal, invalid or unenforceable provision, there will be added automatically
        as a part of this Agreement a legal, valid and enforceable provision as similar
        in terms of such illegal, invalid or unenforceable provision as may be
        possible.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      9.13
        EXPENSES. Except as otherwise expressly set forth herein or therein, each
        of the
        parties hereto will bear its own costs and expenses (including legal fees
        and
        expenses) incurred in connection with this Agreement, the Ancillary Agreements
        and the transactions contemplated hereby or thereby, whether or not the
        transactions contemplated hereby or thereby are consummated.

       

      9.14
        INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits, Annexes and Schedules
        identified in this Agreement are incorporated herein by reference and made
        a
        part hereof Unless otherwise specified, no information contained in any
        particular numbered Schedule shall be deemed to be contained in any other
        numbered Schedule unless explicitly included therein (by cross reference
        or
        otherwise).

       

      9.15
        SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage would
        occur in the event that any provision of this Agreement was not performed
        in
        accordance with the terms hereof and that the parties shall be entitled to
        specific performance of the terms hereof in addition to any other remedy
        available to them at law or equity.

       

      9.16
        HEADINGS. The descriptive headings contained in this Agreement are included
        for
        convenience of reference only and shall not affect in any way the meaning
        or
        interpretation of this Agreement. 9.17 COUNTERPARTS. This Agreement may be
        executed in one or more counterparts, and by the

      different
        parties hereto in separate counterparts, each of which when executed shall
        be
        deemed to be an original but all of which taken together shall constitute
        one
        and the same agreement.

       

      9.18
        BULK
        SALES LAWS. The parties hereto hereby waive compliance with the bulk sales
        Laws
        of any jurisdiction in which any of the Assets are located or in which any
        operations relating to the Seller's business are conducted.

       

      IN
        WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
        of the
        date first written above.

       

      PRECISS,
        LLC. ("Seller")

      


      By:
        /s/
        Edward Panos

       

      Its:
        President

       

       

      LANGUAGE
        ACCESS NETWORK, INC. ("Purchaser")

       

      By:
        /s/
        Richard Fitzpatrick

       

      Its:
        President

       

      
        
           

        

        
          15

          
            

          

        

        
           

EXHIBIT
          A 

      

      


      BILL
        OF SALE

      


      KNOW
        ALL
        PERSONS BY THESE PRESENTS:

      


      PRECISS,
        LLC., an Ohio Limited Liabilities Corporation ("SELLER"), in consideration
        of
        Ten and No/100 Dollars ($10.00) and other good and valuable consideration,
        receipt and sufficiency of which are hereby acknowledged, does hereby sell,
        assign, transfer and set over to LANGUAGE ACCESS NETWORK INC., a Nevada
        corporation ("BUYER"), all of Seller's right, title and interest in and to
        the
        equipment and other tangible personal property described on Schedule 2.1
        attached hereto and made a part hereof (all of such personal property is
        hereinafter collectively referred to as the "EQUIPMENT") except to the extent
        that such equipment is specifically excluded therein.

      


      Seller
        hereby represents and warrants to Buyer that Seller is the absolute owner
        of the
        Equipment; that the Equipment is free and clear of all liens, charges and
        encumbrances, and that Seller has full right, power and authority to sell
        the
        Equipment and to make this Bill of Sale.

      


      THE
        PARTIES AGREE THAT THE EQUIPMENT SOLD, CONVEYED, TRANSFERRED AND ASSIGNED
        HEREBY
        IS SOLD AND CONVEYED ON AN "AS IS, WHERE IS" BASIS AND THAT THE IMPLIED
        WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL
        OTHER
        WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS TRANSACTION AND SHALL
        NOT
        APPLY TO THE GOODS SOLD. BUYER ACKNOWLEDGES THAT SELLER SHALL NOT BE LIABLE
        FOR
        ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
        NOT
        LIMITED TO, LOSS OF USE OR LOSS OF PROFITS INCURRED BY BUYER IN CONNECTION
        WITH
        OR RELATING TO THE PURCHASE OF THE EQUIPMENT PURSUANT TO THIS AGREEMENT OR
        THE
        USE OF THE EQUIPMENT. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY LAW,
        THE
        DISCLAIMERS CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSE
        OF
        ANY LAW, RULE OR ORDER.

      


      IN
        WITNESS WHEREOF,
        Seller
        has caused this Bill of Sale to be duly executed by its officer thereunto
        duly
        authorized this 23rd
        day of
        September, 2005.

       

       

      
        	 	
                PRECISS,
                  LLC.

                An
                  Ohio Limited Liabilities Corporation

              
	By: 	/s/ Edward Panos 
	Its: 	President &
                Chairman


      

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      EXHIBIT
        B

       

      INTELLECTUAL
        PROPERTY ASSIGNMENT AGREEMENT

       

      Intellectual
        Property Assignment Agreement (the "Assignment"), dated as September
        23,
        2005,
        by
        and between Preciss, LLC., an Ohio Limited Liabilities Corporation, with
        an
        address at 111 West Rich Street, Suite 150, Columbus, Ohio 43215 (the
        "Assignor") and Language Access Network, Inc., a Nevada corporation, with
        an
        address at 100 West Cyprus, Henderson, Nevada 89015 (the "Assignee"). Assignor
        and Assignee are sometimes referred to herein individually as a "Party" and
        collectively as the "Parties."

      


      WHEREAS,
        Assignor and Assignee are parties to a certain Asset Purchase Agreement,
        dated
        as of September 6, 2005 (the "Asset Purchase Agreement"), pursuant to which,
        among other things, Assignor agreed to sell and Assignee agreed to purchase
        certain assets of Assignor;

      


      WHEREAS,
        it is a condition to the Closing of the Asset Purchase Agreement that Assignor
        enters into this Assignment to transfer to Assignee certain intellectual
        property related to the Assignor's Business (the "Assigned IP");

      


      WHEREAS,
        Assignee desires to acquire all Assignor's right, title and interest in and
        to
        the Assigned IP; and

      


      NOW,
        THEREFORE, in consideration of, among other things, the Purchase Price provided
        for in the Asset Purchase Agreement and in further consideration of the mutual
        covenants and agreements contained in the Asset Purchase Agreement, the receipt
        and sufficiency of which are hereby acknowledged, Assignor and Assignee agree
        as
        follows:

      


      1.  
        Assignment of Domain Names. Effective as of the date of Closing provided
        for in
        the Asset Purchase Agreement, Assignor sells, transfers, conveys, assigns
        and
        delivers to Assignee and Assignee accepts all right, title and interest of
        Assignor in and to the domain names and registrations..

      


      2.  
        Transfer
        of Intellectual Property. Effective as of the date of Closing provided for
        in
        the Asset Purchase Agreement, Assignor sells, transfers, conveys, assigns
        and
        delivers to Assignee and Assignee accepts all (i) discoveries and inventions
        (whether patentable or unpatentable and whether or not reduced to practice),
        all
        improvements thereto, and all United States, international, and foreign patents,
        patent applications (either filed or in preparation for filing), patent
        disclosures and statutory invention registrations, including all reissuances,
        divisions, continuations, continuations in part, extensions and reexaminations
        thereof, all rights therein provided by international treaties or conventions,
        (ii) trademarks, service marks, trade dress, logos, trade names, corporate
        names, and other source identifiers (whether or not registered) including
        all
        common law rights, all registrations and applications for registration (either
        filed or in preparation for filing) thereof, all rights therein provided
        by
        international treaties or conventions, and all renewals of any of the foregoing,
        (iii) all copyrightable works and copyrights (whether or not registered),
        all
        registrations and applications for registration thereof, all rights therein
        provided by international treaties or conventions, and all data and
        documentation relating thereto, (iv) confidential and proprietary information,
        trade secrets, know-how (whether patentable or nonpatentable and whether
        or not
        reduced to practice), processes and techniques, research and development
        information including patent and/or copyright searches conducted by Seller
        and/or any third party, ideas, technical data, designs, drawings and
        specifications, (v) Software, (vi) coded values, formats, data and historical
        or
        current databases, whether or not copyrightable, (vii) domain names, Internet
        websites or identities used or held for use
        by
        the Seller, (viii) other proprietary rights relating to any of the foregoing
        (including without limitation
        any and
        all associated goodwill and remedies against infringements thereof and rights
        of
        protection of an interest therein under the laws of all jurisdictions), and
        (ix)
        copies and tangible embodiments of any of the foregoing (the "Intellectual
        Property").

      


      3.  Relationship
        with the Asset Purchase Agreement. This Assignment is intended to evidence
        the
        consummation of the transactions contemplated by the Asset Purchase Agreement.
        This

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      


      Assignment
        is made without representation or warranty except as provided in and by the
        Asset Purchase Agreement. This Assignment is in all respects subject to the
        provisions of the Asset Purchase Agreement and is not intended in any way
        to
        supersede, limit or qualify any provision of the Asset Purchase
        Agreement.

      


      4.  
        Further
        Assurances. The parties hereby reciprocally acknowledge that a certain number
        of
        Assigned Domain Names and Intellectual Property were not duly endorsed in
        favor
        of Assignor following the relevant purchase or acquisition by, or transfer
        or
        assignment to, the same. Assignor hereby undertakes to give to Assignee all
        assistance reasonably necessary to the end of finalizing endorsements
        contemplated by this Assignment in favor of Assignee even, where necessary,
        by
        appointing an attorney-in-fact duly empowered to carry out all the actions
        necessary for such purpose.

      


      5.  Successors.
        This Assignment shall inure to the benefit of and is binding upon the respective
        successors and assigns of Assignor and Assignee.

      


      6.  
        Governing Law. This Assignment shall be governed by, and construed in accordance
        with (i) the laws of the United States, in respect to intellectual property
        issues, where applicable, and (ii) in all other respects, including as to
        validity, interpretation and effect, by the laws of the State of Nevada without
        giving effect to the conflict of laws rules thereof.

      


      IN
        WITNESS WHEREOF, Assignor and Assignee caused this Assignment to be duly
        executed as of the date first written above.

      


      


      PRECISS,
        LLC. ("Assignor")

      By:
        /s/
        Edward Panos

      


      Its:
        President
        & Chairman

      


      


      LANGUAGE
        ACCESS NETWORK, INC.

      (“Assignee”)

      


      By:
        /s/
        Richard Fitzpatrick

      


      Its:
        President

      


      
        
           

        

        
          18

          
            

          

        

        
           

        

      


      SCHEDULE
        2.1

      EQUIPMENT
        ANDTANGIBLE ASSETS

       

       

      
        	#  	Date 	Description 	Value
	
                1

              	 	
                Not
                  used.

              	 
	
                2

              	
                6/01/04

              	
                Laptop
                  Computer

              	
                $ 1,590.17

              
	
                3

              	
                6/01/04

              	
                Laptop
                  Computer

              	
                1,590.17

              
	
                4

              	
                6/01/04

              	
                Laptop
                  Computer

              	
                1,167.05

              
	
                5

              	
                6/08/04

              	
                Laptops
                  (Internal)

              	
                1,387.93

              
	
                6

              	
                6/11/04

              	
                PC
                  Wireless Card

              	
                127.94

              
	
                7

              	
                6/14/04

              	
                Units-Outgoing
                  Fedwire Transfer

              	
                5,263.72

              
	
                8

              	
                6/16/04

              	
                Outgoing
                  Fedwire Transfer

              	
                696.50

              
	
                9

              	
                6/21/04

              	
                Computer
                  Equipment

              	
                605.20

              
	
                10

              	
                6/21/04

              	
                Data
                  Room Equipment

              	
                1,209.02

              
	
                11

              	
                6/22/04

              	
                Data
                  Room Equipment

              	
                984.85

              
	
                12

              	
                6/22/04

              	
                Data
                  Room Equipment

              	
                640.51

              
	
                14

              	
                6/22/04

              	
                Computer
                  Equipment

              	
                152.42

              
	
                15

              	
                6/29/04

              	
                Office
                  Equipment

              	
                221.93

              
	
                16

              	
                7/21/04

              	
                Data
                  Room 3 Servers

              	
                5,836.26

              
	
                17

              	
                7/23/04

              	
                Monitors

              	
                1,922.11

              
	
                18

              	
                9/03/04

              	
                Software

              	
                35.93

              
	
                19

              	
                9/07/04

              	
                Software

              	
                44.00

              
	
                20

              	
                9/13/04

              	
                PAL
                  Units Ergotron Carts

              	
                11,010.84

              
	
                21

              	
                9/15/04

              	
                Sony
                  VPL-ESI MM PR VEDRO Monitors

              	
                962.87

              
	
                22

              	
                12/03/04

              	
                PAL
                  Units

              	
                9,275.52

              
	
                23

              	
                12/06/04

              	
                PAL
                  Units

              	
                4,637.75

              
	
                24

              	
                12/06/04

              	
                Lynx
                  Router

              	
                6,494.38

              
	
                25

              	
                12/20/04

              	
                Network
                  Router

              	
                1,553.07

              
	
                26

              	
                12/27/04

              	
                CDW
                  Order/Foundry Router

              	
                1,553.07

              
	
                27

              	
                12/31/04

              	
                Multiple
                  CAD 5

              	
                62.74

              
	
                28

              	
                12/31/04

              	
                Fortin
                  Ironworks TV Brackets Hardware

              	
                1,750.70

              
	
                29

              	
                3/08/05

              	
                Computer
                  Hardware

              	
                2,535.19

              
	
                30

              	
                3/08/05

              	
                Dataroom
                  Wires & Rack

              	
                29.02

              
	
                31

              	
                3/09/05

              	
                Dataroom
                  Wires & Rack

              	
                94.07

              
	
                32

              	
                3/09/05

              	
                Dataroom
                  Wires & Rack

              	
                79.87

              
	
                33

              	
                3/09/05

              	
                Dataroom
                  Wires & Rack

              	
                349.37

              
	
                34

              	
                3/10/05

              	
                Router

              	
                936.68

              
	
                35

              	
                3/11/05

              	
                Router 

              	
                3,616.07

              
	
                36

              	
                3/12/05

              	
                Router

              	
                3,127.02

              
	
                37

              	
                3/15/05

              	
                Audio
                  Equipment Headsets

              	
                184.08

              
	
                38

              	
                3/15/05

              	
                Video
                  Equipment

              	
                18,506.25

              
	
                39

              	
                3/17/05

              	
                Video
                  Equipment Supplies

              	
                141.59

              
	
                40

              	
                3/17/05

              	
                Video
                  Equipment Supplies

              	
                644.20

              
	
                41

              	
                3/24/05

              	
                Arm
                  Bracket for PAL Unit

              	
                198.90

              


      

      


      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

      
        	
                42

              	
                3/18/05

              	
                Dataroom
                  Switch

              	
                325.92

              
	
                43

              	
                3/19/05

              	
                Router
                  OSU East

              	
                1,156.46

              
	
                44

              	
                5/23/05

              	
                SKC
                  Communication Product for Bridge Server

              	
                237.35

              
	
                45

              	
                6/09/05

              	
                SKC
                  Communication Product for Bridge Server

              	
                949.40

              
	
                46

              	
                6/15/05

              	
                2
                  Routers

              	
                1,178.70

              
	
                47

              	
                7/19/05

              	
                1/3
                  Down on Carts

              	
                3,895.83

              
	
                48

              	
                7/25/05

              	
                Ergotron

              	
                3,059.92

              
	 	 	 	
                 

              
	 	 	TOTAL
                NET ASSET
                VALUE	
                102,022.54