Exhibit 10.6


    

      LANGUAGE
        ACCESS NETWORK, INC.

      111
        West
        Rich Street

      Suite
        150

      Columbus,
        Ohio 43215

       

      


       

      November
        29, 2006

       

      Healinc,
        LLC

      and

      Eliane
        Uscher and Dr. Stanley Schoenbach

      3333
        Henry Hudson Parkway

      Suite
        1A

      Riverdale,
        New York 10463

       

      Re:
        Binding
        Letter of Intent for Language Access Network, Inc. to Acquire Healinc Telecom
        LLC

       

      Ladies
        and Gentlemen:

       

      This
        letter of intent sets forth the principal terms under which Language Access
        Network, Inc., a Nevada corporation (“LAN”), will acquire Healinc Telecom LLC, a
        New York limited liability company (“HT”), which is wholly owned by Healinc,
        LLC, a Delaware limited liability company (“HLLC”), from HLLC. Dr. Stanley
        Schoenbach (“Dr. Schoenbach”) and/or Eliane Uscher (“Ms. Uscher”) are the sole
        member(s) of HLLC (both of them, together with HLLC, individually and/or
        collectively the “Sellers”). In the acquisition by LAN of HT, the Sellers
        represent and LAN thus understands that the entire assets and business for
        providing Video Relay Services operated directly and/or indirectly by the
        Sellers are in and conducted by HT. In this letter of intent, (i) LAN and
        the
        Sellers are sometimes called the “Parties” and (ii) LAN’s acquisition of HT is
        sometimes called the “Acquisition.” This letter of intent shall be binding and
        enforceable and inure to the benefit of the Parties and their respective
        successors and assigns as more specifically set forth herein.

       

      The
        principal terms of the Acquisition are as follows:

       

      1. Acquisition
        Structure.
        The
        Acquisition will be structured as a reverse triangular merger in which HT
        is
        merged with and into a wholly owned subsidiary of LAN which has been formed
        for
        that purpose, with HT surviving such merger as the wholly owned subsidiary
        of
        LAN. As described below under Acquisition Consideration, in such merger HLLC
        will receive shares of LAN in exchange for all of the outstanding membership
        interests in HT. HLLC shall have the right to assign such shares of LAN to
        either or both of the other Sellers.

       

      2. Acquisition
        Consideration.
        As
        consideration in the Acquisition in exchange for all of the outstanding
        membership interests in HT, the Sellers will receive a purchase price equal
        to
        $2,744,563.50 in the aggregate (the “Purchase Price”), which Purchase Price
        shall be payable by the delivery by LAN to HLLC (or one or both of the other
        Sellers) 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      designated
        by HLLC) of an aggregate number of 784,161 shares of LAN which the Parties
        agree
        shall for these purposes be valued at $3.50 per share. The Purchase Price
        to be
        so paid assumes that HT has member equity (determined in accordance with
        generally accepted accounting principles) of at least $340,000 as of the
        Closing.

       

      3. Employment/Non-Competition
        Agreements/Stock Options.

      


      (a) HT
        and
        Dr. Schoenbach will enter into an employment agreement running from the Closing
        through and including December 31, 2009. Such employment agreement will be
        non-cancelable except for cause or the death or permanent disability of Dr.
        Schoenbach. Under such employment agreement, Dr. Schoenbach will agree to
        serve
        as HT’s chief executive officer at a salary of $125,000 per year, and will for
        each full calendar year of employment be entitled to a bonus payable to him
        (or
        to his estate in the event of his death after the completion of the full
        calendar year and prior to payment to him) within seventy-five (75) days
        after
        the calendar year end which is calculated as follows:

       

      (i) In
        the
        event that HT’s earnings before interest, expense, taxes, depreciation and
        amortization based on an independent audit (“EBITDA”),
        without taking into consideration the bonus calculated for Dr. Schoenbach,
        equals or exceeds $500,000 (the “EBITDA Target”), then a bonus payment in the
        amount of 5% of the actual such EBITDA amount shall be paid to Dr.
        Schoenbach;

      


      (ii) In
        the
        event that such EBITDA amount is less than the EBITDA Target but a minimum
        of
        80% or more of the EBITDA Target is earned, then a bonus payment in the amount
        of 3% of the actual such EBITDA amount, multiplied by the actual percentage
        of
        the EBITDA Target which was achieved, shall be paid to Dr. Schoenbach;
        and

      


      (iii) In
        all
        events such bonus payment for any calendar year shall not exceed
        $187,500.

      


      As
        an
        employee under such employment agreement, Schoenbach will be subject to an
        employment-related non-competition restriction in favor of LAN and HT which
        runs
        for the term of his employment with HT and for a period of one (1) year
        thereafter, provided that such restriction shall terminate if and at such
        time
        as HT is transferred to the Sellers pursuant to Section 5(b)(i).

       

      (b) Additionally,
        each of the Sellers will execute an Acquisition-related non-competition
        agreement in favor of LAN and HT which runs for a term of five (5) years,
        provided that such restriction shall terminate if and at such time as HT
        is
        transferred to the Sellers pursuant to Section 5(b)(i).

       

      (c) Further,
        Dr. Schoenbach will receive without cost the following stock options for
        LAN
        stock exercisable at any time within the five (5) year period following the
        granting thereof at an option exercise price of $3.50 per share of LAN stock
        (in
        the case of any of clauses (ii) through (iv) below, where Dr. Schoenbach’s



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
death
        occurs after accrual of the options grant right but prior to the actual granting
        thereof, such options grant shall be made instead to Dr. Schoenbach’s
        estate):

       

      (i)
        Options granted at the Closing for 203,000 shares of LAN stock by reason
        of his
        employment as the chief executive officer of HT;

      


      (ii)
        If
        $3 million or more of gross revenue is attained in the first full calendar
        year
        of his employment, options for an additional 250,000 shares of LAN stock
        granted
        within ninety (90) days after the end of such calendar year;

      


      (iii)
        If
        $7.5 million or more of gross revenue is attained in the second full calendar
        year of his employment, options for an additional 250,000 shares of LAN stock
        granted within ninety (90) days after the end of such calendar year;
        and

      


      (iv)
        If
        $12.5 million or more of gross revenue is attained in the third full calendar
        year of his employment, options for an additional 500,000 shares of LAN stock
        granted within ninety (90) days after the end of such calendar
        year.

      


      4. Investment
        Representations of Sellers. The
        Sellers will make the following investment representations and warranties
        to
        LAN:

       

      (a) Each
        of
        the Sellers will be receiving the shares of LAN in the Acquisition for
        investment solely for its, his or her own account and not with a present
        view to
        any distribution, transfer or resale to others, including any “distribution”
within the meaning of Securities Act of 1933, as amended (the “Securities Act”).
        Each of the Sellers understands that such shares of LAN have not and will
        not be
        registered under the Securities Act by reason of a specific exemption from
        the
        registration provisions of the Securities Act, the availability of which
        depends
        on, among other things, the bona fide nature of the investment intent and
        the
        accuracy of its, his or her representations made with respect to the investment.
        LAN will provide to the Sellers “piggyback” registration rights upon any
        registration of the LAN stock, with LAN paying the Sellers’ costs with respect
        thereto typically paid by the registering company.

       

      (b) The
        Sellers are financially able to bear the economic risks of an investment
        in the
        shares of LAN and have no need for liquidity in the Acquisition. The Sellers
        are
        financially able to suffer a complete loss of the investment in the shares
        of
        LAN.

       

      (c) The
        Sellers have such knowledge and experience in financial and business matters
        in
        general and with respect to investments of a nature similar to that evidenced
        by
        the shares of LAN so as to be capable, by reason of such knowledge and
        experience, of evaluating the merits and risks of, making an informed business
        decision with regard to and protecting its, his or her own interests in
        connection with receiving shares of LAN.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) The
        Sellers have been provided with and had the opportunity to review all filings
        made by LAN with the United States Securities and Exchange Commission, which
        filings are available at the SEC’s web site at www.sec.gov.

       

      (e) The
        Sellers understand that a limited public market now exists for the shares
        of LAN
        and that LAN has made no assurances that a more active public market will
        ever
        exist for the shares of LAN.

       

      (f) The
        Sellers understand that the shares of LAN will be transferred to it, him
        or her
        pursuant to exemptions from the registration requirements of federal and
        applicable state securities laws and acknowledge that LAN is relying upon
        the
        investment and other representations made herein as the basis for such
        exemptions.

       

      5. Other
        Terms.

       

      (a) The
        Sellers and LAN will make the typical comprehensive Acquisition-related
        representations and warranties to LAN and the Sellers, respectively, and
        will
        provide the typical comprehensive Acquisition-related covenants, indemnities
        and
        other protections for the benefit of LAN and the Sellers,
        respectively.

       

      (b) In
        the
        event that the value of the shares of LAN is less than $1.00 on such date
        as is
        the first anniversary of the date of the Closing, and in the further event
        that
        such value remains at less than $1.00 for a period of more than thirty (30)
        consecutive days from such first anniversary date, then the Sellers shall
        have
        the one-time option at any time within sixty (60) days thereafter to do any
        one
        of the following: (i) require LAN to participate in unwinding the Acquisition
        (with the procedures therefor to be detailed in the Definitive Agreement
        (hereinafter defined)) to the extent permitted by the United States Securities
        and Exchange Commission and NASD, (ii) receive from LAN as additional
        Acquisition consideration that number of additional shares of LAN sufficient
        to
        have the value of the shares of LAN transferred by LAN to the Sellers (both
        the
        shares of LAN received at the Closing and such additional shares of LAN)
        be
        equal to the amount of the Purchase Price as of the Closing (including any
        adjustment thereof pursuant to Section 2), or (iii) require LAN to transfer
        to
        the Sellers an aggregate 60% equity interest in HT in exchange for a transfer
        by
        the Sellers to LAN of an aggregate 40% of the shares of LAN received by the
        Sellers in the Acquisition. In connection with any unwinding pursuant to
        clause
        (i), LAN hereby agrees to and shall assume and obtain HT’s release from all debt
        obligations other than payables and other debt incurred for and/or to satisfy
        operating expenses of HT.

       

      (c)
        Following the Closing, LAN will assist HT as necessary in making timely payment
        of HT’s obligations outstanding as of the Closing by lending the amount therefor
        to HT for such payment. 

       

      (d)
        At
        the Closing, Ms. Uscher will be elected as a member of the board of HT, to
        serve
        initially for an evaluation period of six (6) months. At the end of the
        evaluation period, Ms. Uscher at her option will either (i) continue on the
        board and make and receive the LAN Investments (as defined below) or (ii)
        step
        down from the 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
board
        by resigning from it. For this purpose, the “LAN Investments” consist of (I) the
        purchase by Ms. Uscher from LAN of $100,000 worth of LAN stock at $3.50 per
        share and (II) the receipt by Ms. Uscher of a grant from LAN of options for
        203,000 shares of LAN stock exercisable at any time within the five (5) year
        period following the granting thereof at an option exercise price of $3.50
        per
        share of LAN stock. 

       

      6. Closing.
        The
        closing of the Acquisition (the “Closing”) will occur on such date as is
        designated by LAN and agreed to by the Sellers which is not more than sixty
        (60)
        days after the date of this letter of intent. LAN’s and the Sellers’ obligations
        to proceed with the Closing will be subject to (a) the entry into a formal
        written definitive agreement between LAN and Sellers (the “Definitive
        Agreement”), (b) the satisfactory completion of LAN’s ongoing due diligence
        investigation of HT and its business, (c) the satisfactory completion of
        any due
        diligence by the Sellers, (d) the Sellers and/or LAN obtaining all required
        certificates, permits and approvals in connection with LAN’s operation of HT’s
        business and (e) the Sellers and LAN executing the necessary documents to
        complete the Closing.

       

      7. Access.
        Each of
        the Sellers on the one hand and LAN on the other hand agree to cooperate
        with
        the other Party’s due diligence investigation of the Sellers, HT and LAN and
        will afford LAN and the Sellers full and free access to HT and all of its
        personnel, properties, contracts, books and records, and other documents
        and
        data.

       

      8. Exclusive
        Dealing.

       

      (a) The
        Sellers will not, and will cause HT not to, for a period of sixty (60) days
        from
        the date hereof, directly or indirectly, through any representative or
        otherwise, enter into any agreement, discussion or negotiation with, or provide
        information to, or solicit, encourage, entertain or otherwise consider any
        inquiries or proposals from, any other entity or other person with respect
        to
        (i) the possible acquisition of the assets and/or business of HT or (ii)
        any
        business combination involving HT, whether by way of merger, consolidation,
        membership interest exchange or other acquisition or otherwise (other than
        sales
        of inventory in the ordinary course).

       

      (b) The
        Sellers will immediately notify LAN regarding any contact between the Sellers,
        HT and/or their representatives on the one hand and any other entity or other
        person on the other hand regarding any such offer or proposal or any related
        inquiry.

       

      (c) If
        the
        Sellers breach either of Section 8(a) or Section 8(b), and as a result thereof
        any of the Sellers or HT enters into a letter of intent or other agreement
        relating to disposition of any of the assets or business of HT, or any business
        combination involving HT, whether by way of merger, consolidation, membership
        interest exchange or other acquisition or otherwise (other than sales of
        inventory in the ordinary course), and the same is ultimately consummated,
        then,
        immediately upon the closing thereof, the Sellers will pay, or cause HT to
        pay,
        to LAN the sum $50,000 as liquidated damages.

       

      9. Conduct
        of Business. Until
        the
        Closing, the Sellers shall cause HT to operate its business in the ordinary
        course and to refrain from any extraordinary transactions.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      10. Confidentiality. Except
        as
        and to the extent required by law, LAN will not disclose or use, and will
        direct
        its representatives not to disclose or use, to the detriment of the Sellers
        or
        HT, any Confidential Information (as defined below) with respect to HT
        furnished, or to be furnished, by the Sellers, HT or their representatives
        to
        LAN or its representatives at any time or in any manner other than in connection
        with LAN’s evaluation of the Acquisition. For purposes of this Section 10,
“Confidential Information” means any information about HT stamped “confidential”
or identified in writing as such to LAN by the Sellers promptly following
        its
        disclosure, unless (a) such information is already known to LAN or its
        representatives, (b) such information is or becomes publicly available through
        no fault of LAN or its representatives, (c) the use of such information is
        necessary or appropriate in making any filing or obtaining any consent or
        approval from any governmental agency having jurisdiction required for the
        consummation of the Acquisition, or (d) the furnishing or use of such
        information is required by or necessary or appropriate in connection with
        legal
        proceedings but then only pursuant to the terms of this confidentiality
        agreement. Upon the written request of the Sellers, LAN will promptly, at
        LAN’s
        option, return to the Sellers or HT any Confidential Information, or destroy
        any
        Confidential Information in its possession and certify in writing to the
        Sellers
        that it has done so. LAN shall be responsible for enforcing the provisions
        of
        this Section 10 against its representatives to whom the Confidential Information
        has been disclosed by either the Sellers or LAN. If LAN breaches the provisions
        of this Section or in the opinion of the Sellers intends to breach the
        provisions of this Section, the Sellers shall be entitled to seek and obtain
        injunctive relief with respect thereto. Further, if LAN breaches the provisions
        of this Section the Sellers shall be entitled to recover all damages provided
        by
        law. The Sellers will be subject to the same provisions as set forth above
        in
        this Section 10 with respect to confidential information of LAN disclosed
        to the
        Sellers.

       

      11. Public
        Disclosure. On
        or
        after the date on which all of the Parties have executed this letter of intent,
        LAN will issue a press release in a form acceptable to HT. Except for the
        issuance of such press release, and except as and to the extent required
        by law,
        without the prior written consent of the other Parties, no Party will, and
        each
        Party will direct its representatives not to, make, directly or indirectly,
        any
        public comment, statement or communication with respect to, or otherwise
        disclose or permit the disclosure of, any of the terms, conditions or other
        aspects of the Acquisition. If a Party is required by law to make any such
        disclosure, it must first provide to the other Parties the content of the
        proposed disclosure, the reasons that such disclosure is required by law,
        and
        the time and place that such disclosure will be made.

       

      12. Costs.
        LAN
        and
        the Sellers will be responsible for and bear all of its, his or her own costs
        and expenses (including the expenses of its, his or her representatives)
        incurred at any time in connection with pursuing or consummating the
        Acquisition. All Parties represent that no broker has brought about or otherwise
        been involved with this transaction.

       

      13. Indemnification.
        The
        Sellers represent and warrant that LAN will not incur any liability in
        connection with the consummation of the Acquisition to any third party with
        whom
        the Sellers or their agents have had discussions regarding any disposition
        of HT
        including without limitation any disposition of the outstanding membership
        interests of HT, and the Sellers agree to indemnify, defend and hold harmless
        LAN, and its officers, directors, stockholders, lenders and affiliates, against
        and from any claims by or liabilities

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      to
        such
        third parties, including any legal or other expenses incurred in connection
        with
        the defense of any such claims caused solely by any act or thing by the Sellers.
        The covenants contained in this Section 13 will survive any termination of
        this
        letter of intent, but will not survive the Closing unless specified otherwise
        in
        the Definitive Agreement.

       

      14. Entire
        Agreement. This
        letter of intent constitutes the entire agreement between the Parties, and
        supersedes all prior oral or written agreements, understandings, representations
        and warranties, and courses of conduct and dealing between the Parties, relating
        to the subject matter hereof. This letter of intent may be amended or modified
        only by a writing executed by all of the Parties.

       

      15. Governing
        Law. 
        This
        letter of intent will be governed by and construed under the laws of the
        State
        of Ohio without regard to conflicts of laws principles.

       

      16. Jurisdiction;
        Service of Process.
        Any
        action or proceeding seeking to enforce any provision of, or based on any
        right
        arising out of, this letter of intent may be brought against any of the Parties
        in either the courts of the State of Ohio, County of Franklin, or the Courts
        of
        the State of New York, County of New York, if it has or can acquire
        jurisdiction, or in the United States District Court for the Southern District
        of Ohio or the United States District Court for the Southern District of
        New
        York, and each of the Parties consents to either the jurisdiction of such
        courts
        (and of the appropriate appellate courts) in any such action or proceeding
        and
        waives any objection to venue laid therein. Process in any action or proceeding
        referred to in the preceding sentence may be served on any Party anywhere
        in the
        world. The prevailing party in any such action shall be entitled to request
        and
        receive its reasonable counsel fees.

       

      17. Counterparts.
        This
        letter of intent may be executed in one or more counterparts, each of which
        will
        be deemed to be an original copy of this letter of intent and all of which,
        when
        taken together, will be deemed to constitute one and the same
        agreement.

       

      18. Definitive
        Agreement.
        The
        Parties now wish to commence negotiating the Definitive Agreement providing
        for
        the Acquisition. To facilitate the negotiation thereof, the Parties agree
        that
        LAN’s counsel will prepare an initial draft which will reflect the terms set
        forth in this letter of intent. Notwithstanding anything to the contrary
        herein,
        this letter of intent is deemed terminated and no Party will have any other
        obligations to the other Parties, except as set forth in Sections 8 and 10,
        if
        the Definitive Agreement is not signed within 60 days from the date hereof.
        Further, and notwithstanding anything to the contrary herein, unless and
        until
        the Definitive Agreement is signed by the Parties, no Party will be entitled
        to
        bring any claim, suit, demand or cause of action against the other Parties
        for
        any breach of this letter of intent except for a breach of Sections 8 and/or
        10.

       

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      If
        you
        are in agreement with the foregoing, please sign and return one copy of this
        letter of intent, which thereupon will constitute our agreement with respect
        to
        its subject matter.