Exhibit 10.1


    
      

      

    

     

    Exhibit
      10.1

    

       

      Interest
        Purchase Agreement

       

      among

       

      PDS
        GIS/LIS, INC.

       

      and

       

      David
        M. King and
        Glen W. Thurow

       

      Constituting
        All of The Members of 

      


      Land
        Links Company LTD., 

      a
        New Mexico limited liability company

       

      


       

      Effective
        as of 

       

       

      January
        1, 2007

       

      


       

      
        
           

        

        
          -
            1
            -

          
            

          

        

        
           

        

      

      



       

      Interest
        Purchase Agreement

       

      This
        Interest Purchase Agreement (this "Agreement")
        is
        entered into effective as of January 1, 2007, by and among PDS GIS/LIS, Inc.,
        a
____________Delaware corporation
        ("Buyer"),
        David
        M. King and Glen W. Thurow (each individually a "Member"
        and
        collectively the "Members"),
        constituting all of the Members of Land Links Company, LTD., a New Mexico
        limited liability company (the "Company").

       

      RECITALS

       

      A. David
        M.
        King owns forty nine percent (49%) of the membership interests in and to
        the
        Company, Glen W. Thurow owns fifty one percent (51%) of the membership interests
        in and to the Company, and together the Members own one hundred percent (100%)
        of the membership interests in and to the Company (the "Interests").
        

       

      B. The
        Members desire and intend to sell the Interests to Buyer at the price and
        on the
        terms and subject to the conditions set forth below.

       

      C. Buyer
        desires and intends to purchase the Interests from the Members at the price
        and
        on the terms and subject to the conditions set forth below.

       

      AGREEMENT

       

      In
        consideration of the terms hereof, the parties agree as follows:

       

      ARTICLE
        I - DEFINITIONS

       

      1.1 Definitions

       

      Capitalized
        terms shall have the meanings set forth herein.

       

      ARTICLE
        II - PURCHASE AND SALE OF INTERESTS

       

      
        	
                2.1

              	
                Purchase
                  and Sale of Interests

              


      

       

      On
        the
        terms and subject to the conditions of this Agreement, Buyer agrees to purchase
        the Interests from the Members, and the Members agree to sell the Interests,
        constituting 100% of the Interests in and to the Company, to Buyer.

       

      
        	
                2.2

              	
                Consideration
                  for Interests

              


      

       

      The
        aggregate purchase price (the "Purchase
        Price")
        for
        the Interests is 360,000 shares, no par value (the "Parent
        Stock"),
        of
        Xedar Corporation, a Colorado corporation ("Parent"),
        and
        the parent of Premier Data Services, Inc., a Delaware corporation, which
        is the
        parent of Buyer, payable as set forth in this Section 2.2. The Parent Stock
        shall be "restricted stock" as that term is define in Rule 144 promulgated
        under
        the Securities Act of 1933, as amended (the "Act").
        

       

      2.2.1 Payment

       

      At
        Closing (as defined below) Buyer shall cause Parent to direct its transfer
        agent, Computershare Trust Company, Inc. (the "Transfer
        Agent"),
        (a)
        to issue to David M. King 180,000 shares of Parent Stock; and (b) to issue
        to
        Glen W. Thurow 180,000 shares of Parent Stock.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            2
            -

          
            

          

        

        
           

        

      


       

      2.2.2 Registration
        Rights and Lock-Up Agreement; Adjustment to Purchase Price

       

      (a) At
        or
        prior to Closing, David M. King and Glen W. Thurow shall each execute a
        registration rights and lock-up agreement ("Registration
        and Lock-Up Agreement")
        in
        substantially the form attached hereto as Exhibit
        2.2.2.
        The
        Registration and Lock-Up Agreement, shall provide, among other things, that
        Parent shall use its best commercial efforts to file, with the United States
        Securities and Exchange Commission ("SEC"),
        a
        registration statement with respect to the Parent Stock within 90 days of
        the
        Closing and that Parent shall uses its best commercial efforts to cause such
        registration statement to be declared effective within 180 days of the Closing.
        The Registration and Lock-Up Agreement, shall further provide, among other
        things, that the Members shall be prohibited from selling the Parent Stock
        for a
        period of not less than one year after the Closing, subject to waiver by
        Parent.

       

      (b) "Actual
        Net Equity"
        shall
        mean the Company's total assets less total liabilities (for purposes of this
        definition, total assets and total liabilities shall be determined in conformity
        with GAAP and in a manner consistent with that used to prepare the Financial
        Statements (as defined below)). No later than two (2) days prior to the Closing
        Date (as defined below), the Company shall prepare and deliver to Buyer a
        balance sheet dated as of two (2) days prior to the Closing Date, prepared
        in
        conformity with GAAP and in a manner consistent with that used to prepare
        the
        Financial Statements (the "Closing
        Balance Sheet").
        It is
        the intent of the parties that all liabilities of the Company, including,
        but
        not limited to payroll, accrued vacation, employee benefits, and all accounts
        payable, will be satisfied by the Company and the Members prior to Closing,
        and
        that all remaining cash of the Company, if any, will be distributed to the
        Members, such that the Actual Net Equity of the Company at Closing, and as
        reflected on the Closing Balance Sheet, is equal to zero (0). However, in
        the
        event that Buyer shall dispute the Closing Balance Sheet, Buyer may, within
        sixty (60) days after the Closing Date, engage a firm of certified public
        accountants (the "Independent
        Expert")
        selected by Buyer to audit the Company. The costs and expenses of such
        Independent Expert shall be borne by Buyer; provided, however, that should
        the
        Independent Expert determine that there exists a discrepancy between the
        Closing
        Balance Sheet and the Final Balance Sheet (as defined below) in excess of
        $10,000, the costs of such audit shall be borne by the Members, such costs
        to be
        paid by the Members in accordance with Section 2.2.2(c). The Independent
        Expert
        shall perform an audit of the Closing Balance Sheet and shall deliver its
        findings (the "Final
        Balance Sheet")
        to
        Buyer and the Members no later than sixty (60) days following appointment.
        The
        decision of the Independent Expert shall be final and binding upon the
        parties.

       

      (c) In
        the
        event that the Final Balance Sheet reflects an Actual Net Equity that is
        lower
        than that reflected on the Closing Balance Sheet (an "Adjustment"),
        then
        the Members shall be obligated to surrender to Parent for cancellation 1
        share
        of Parent Stock for each dollar amount of the Adjustment, plus the costs
        of the
        Audit, if any, to be borne by the Members pursuant to Section 2.2.2(b). If
        the
        Members are obligated to surrender for cancellation any shares pursuant to
        this
        Section 2.2.2, then the Members, within 10 days after receiving written notice
        from Parent concerning the adjustments to be made pursuant to this Section
        2.2.2(c), shall deliver to Parent the certificates for the Parent Shares,
        duly
        endorsed in favor of Parent, to the Parent, and the Parent shall promptly
        issue
        new certificates to the Members reflecting the number of shares to be issued
        to
        each Member after deducting the number of shares to be surrendered and cancelled
        pursuant to this Section 2.2.2(c).


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            3
            -

          
            

          

        

        
           

        

      


       

      
        	
                2.3

              	
                Closing

              


      

       

      The
        closing of the transactions contemplated herein (the "Closing")
        shall
        be on ____________January
        1, 2007 and shall be held at ____________the
        offices of Buyer, or such other time and date as Buyer and the Company shall
        agree (the "Closing
        Date").
        At
        the Closing Buyer and the Members shall take all such action and deliver
        all
        such documents, instruments, certificates and other items as may be required,
        under this Agreement or otherwise, in order to perform or fulfill all covenants,
        conditions and agreements on its part to be performed or fulfilled at or
        before
        the Closing Date and to cause all conditions precedent to the other parties'
        obligations under this Agreement to be satisfied in full

       

      ARTICLE
        III - REPRESENTATIONS AND WARRANTIES

       

      OF
        MEMBERS

       

      
        	
                3.1

              	
                Member
                  Representations
                  and Warranties

              


      

       

      To
        induce
        the Buyer to enter into and perform this Agreement, the Members represent
        and
        warrants to Buyer as of the date of this Agreement and as of the Closing
        as
        follows in this Article III

       

      3.1.1 Good
        Title

       

      Each
        Member represents with respect to itself as follows in this Section 3.1:
        David
        M. King owns forty nine percent (49%) of the membership interests in and
        to the
        Company; Glen W. Thurow owns fifty one percent (51%) of the membership interests
        in and to the Company, and together the Members own one hundred percent (100%)
        of the membership interests in and to the Company. Such
        Interests are owned free and clear of any lien, encumbrance, adverse claim,
        restriction on sale, transfer or voting (other than restrictions imposed
        by
        applicable securities laws), preemptive right, option or other right to purchase
        and upon the consummation of the sale of such Interests as contemplated hereby,
        Buyer will have good title to such Interests, free and clear of any lien,
        encumbrance, adverse claim, restriction on sale, transfer or voting (other
        than
        restrictions imposed by applicable securities laws), preemptive right, option
        or
        other right to purchase.

       

      3.1.2 Authority

       

      Such
        Member has all requisite power, right and authority to enter into this
        Agreement, including the exhibits and schedules hereto, and each other agreement
        or document (collectively the "Transaction
        Documents")
        entered into in connection with this Agreement to which it is a party, to
        consummate the transactions contemplated hereby and thereby, and to sell
        and
        transfer the Interests without the consent or approval of any other person
        or
        entity. Such Member has taken, or will take prior to the Closing, all actions
        necessary for the authorization, execution, delivery and performance of this
        Agreement and the other Transaction Documents.

       

      3.1.3 Enforceability

       

      This
        Agreement has been, and the other Transaction Documents to which Such Member
        is
        a party on the Closing will be, duly executed and delivered by such Member,
        and
        this Agreement is, and each of the other Transaction Documents to which such
        Member is a party on the Closing will be, the legal, valid and binding
        obligation of such Member, enforceable against such Member in accordance
        with
        its terms.

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            4
            -

          
            

          

        

        
           

        

      


       

      3.1.4 No
        Approvals or Notices Required; No Conflicts

       

      The
        execution, delivery and performance of this Agreement and the other Transaction
        Documents by such Member, and the consummation of the transactions contemplated
        hereby and thereby, will not (a) constitute a violation (with or without
        the giving of notice or lapse of time, or both) of any provision of any law
        or
        any judgment, decree, order, regulation or rule of any court, agency or other
        governmental authority applicable to such Member, (b) require any consent,
        approval or authorization of, or declaration, filing or registration with,
        any
        person or entity, (c) result in a default (with or without the giving of
        notice or lapse of time, or both) under, acceleration or termination of,
        or the
        creation in any party of the right to accelerate, terminate, modify or cancel,
        any agreement, lease, note or other restriction, encumbrance, obligation
        or
        liability to which the Company is a party or by which it is bound or to which
        any assets of the Company are subject, or (d) result in the creation of any
        lien or encumbrance upon the assets of the
        Company or upon the Interests.

       

      
        	
                3.2

              	
                Company
                  Organization; Good Standing; Corporate Authority;
                  Enforceability

              


      

       

      Each
        Member represents and warrants to Buyer as follows: The Company is a limited
        liability company duly organized, validly existing and in good standing under
        the laws of the state of New Mexico. The Company is duly qualified to do
        business, and is in good standing in the states required due to (a) the
        ownership or lease of real or personal property for use in the operation
        of the
        Company's business or (b) the nature of the business conducted by the
        Company. The Company has all requisite power, right and authority to own,
        operate and lease its properties and assets, to carry on its business as
        now
        conducted and as represented to Buyer by the Company to be conducted, to
        execute, deliver and perform its obligations under this Agreement and the
        other
        Transaction Documents to which it is a party, and to carry out the transactions
        contemplated hereby and thereby.

       

      All
        actions on the part of the Company and its Members necessary for the
        authorization, execution, delivery and performance of this Agreement and
        the
        other Transaction Documents, the consummation of the transactions contemplated
        hereby and thereby, and the performance of all of the Company's obligations
        under this Agreement and the other Transaction Documents have been taken
        or will
        be taken prior to the Closing. This Agreement has been, and the other
        Transaction Documents to which the Company is a party on the Closing will
        be,
        duly executed and delivered by the Company, and this Agreement is, and each
        of
        the other Transaction Documents to which it is a party on the Closing will
        be, a
        legal, valid and binding obligation of the Company, enforceable against the
        Company in accordance with its terms.

       

      
        	
                3.3

              	
                Capitalization

              


      

       

      Each
        Member represents and warrants to Buyer as follows:

       

      (a) David
        M.
        King owns forty nine percent (49%) of the Interests. Glen W. Thurow owns
        fifty
        one percent (51%) of the Interests. 

       

      (b) Together
        the Interests owned by David M. King and Glen W. Thurow constitute one hundred
        percent (100%) of the "membership interests" (as that term is defined by
        NMSA §
53-19-2 (2006)) in and to the Company. Except for the Members, who together
        hold
        one hundred percent (100%) of the Interests, no person or entity holds any
        interest in or to the membership interests of the Company.

       

      (c) There
        are
        no outstanding rights of first refusal, preemptive rights, options, warrants,
        conversion rights or other agreements, either directly or indirectly, for
        the
        purchase or acquisition from the Company of any Interests or other rights
        (economic or otherwise) of the Company.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            5
            -

          
            

          

        

        
           

        

      


       

      (d) The
        Company is not a party or subject to any agreement or understanding, and
        there
        is no agreement or understanding between any person or entity, that affects
        or
        relates to the voting or giving of written consents with respect to any
        Interests of the Company or the voting by any Member of the
        Company.

       

      (e) The
        Interests are, and always have been, uncertificated, and no certificates
        are or
        have been issued representing the Interests.

       

      
        	
                3.4

              	
                Subsidiaries
                  and Affiliates

              


      

       

      Each
        Member represents and warrants to Buyer as follows: The Company does not
        have,
        and has never had, any Subsidiaries and the Company does not own, directly
        or
        indirectly, any ownership, equity, profits or voting interest in, or otherwise
        control, any corporation, partnership, joint venture or other entity, and
        has no
        agreement or commitment to purchase any such interest.

       

      
        	
                3.5

              	
                No
                  Approvals or Notices Required; No
                  Conflicts

              


      

       

      Each
        Member represents and warrants to Buyer as follows: The execution, delivery
        and
        performance of this Agreement and the other Transaction Documents, and the
        consummation of the transactions contemplated hereby and thereby, will not
        (a) constitute a violation (with or without the giving of notice or lapse
        of time, or both) of any provision of any law or any judgment, decree, order,
        regulation or rule of any court, agency or other governmental authority
        applicable to the Company, (b) require any consent, approval or
        authorization of, or declaration, filing or registration with, any person
        or
        entity, (c) result in a default (with or without the giving of notice or
        lapse of time, or both) under, acceleration or termination of, or the creation
        in any party of the right to accelerate, terminate, modify or cancel, any
        agreement, lease, note or other restriction, encumbrance, obligation or
        liability to which the Company is a party or by which it is bound or to which
        any assets of the Company are subject, (d) result in the creation of any
        lien or encumbrance upon the assets of the Company, or upon any Shares or
        other
        securities of the Company, (e) conflict with or result in a breach of or
        constitute a default under any provision of the ____________Articles
        of Organization or ____________Operating
        Agreement (if any) of the Company, or (f) invalidate or adversely affect
        any permit, license, authorization or status used in the conduct of the business
        of the Company.

       

      
        	
                3.6

              	
                Financial
                  Statements; Obligations

              


      

       

      Each
        Member represents and warrants to Buyer as follows: The Company has delivered
        to
        Buyer (a) balance sheets and statements of operations, Members' equity and
        cash flows of the Company at and for the fiscal years ended ____________2005,
        and
        accompanying notes, and (b) unaudited balance sheets and unaudited
        statements of operations and cash flows of the Company at and for the nine
        months ended September 30, 2006. All the foregoing financial statements
        (including the notes thereto) are referred to as the "Financial
        Statements".
        The
        Financial Statements have been prepared in conformity with GAAP consistently
        applied throughout the periods covered, except as may be indicated in the
        notes
        thereto, and present fairly the financial position, results of operations
        and
        changes in financial position of the Company at the dates and for the periods
        indicated, subject, in the case of the unaudited financial statements, to
        normal
        recurring period-end adjustments. The Company has no liabilities or obligations
        of any nature (absolute, accrued or contingent) that are not fully reflected
        or
        reserved against in the Balance Sheet, as prescribed by GAAP and the Financial
        Accounting Standards Board, except liabilities or obligations incurred since
        the
        date of the Balance Sheet in the ordinary course of business and consistent
        with
        past practice. The Company maintains and will continue to maintain standard
        systems of accounting established and administered in accordance with GAAP.
        The
        Company is not a guarantor, indemnitor, surety or other obligor of any
        indebtedness of any other person or entity. Disclosure Schedule 3.6
        sets
        forth all promissory notes, loans, lines of credits or similar obligations
        pursuant to which the Company is an obligor, together with all the amounts
        owed
        by the Company under such obligations, as of the Closing, and all liabilities
        under real property and equipment leases of the Company (the "Operating
        Lease Liabilities").


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            6
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                3.7

              	
                Absence
                  of Certain Changes or
                  Events

              


      

       

      Each
        Member represents and warrants to Buyer as follows: Except (a) as and to
        the extent reflected or reserved against in the Balance Sheet and (b) for
        liabilities and obligations incurred in the ordinary course of business since
        the Balance Sheet, which are not material in amount, there are no liabilities
        or
        obligations of any nature relating to the Company, due or to become due,
        known
        or unknown, accrued, absolute, contingent or otherwise, that would be required
        to be included in a balance sheet prepared in accordance with GAAP. The Company
        has not entered into or agreed to enter into any transaction, agreement or
        commitment, suffered the occurrence of any event or events or experienced
        any
        change in financial condition, business, results of operations or otherwise
        that, in the aggregate, has (i) interfered with the normal and usual
        operations of the business or business prospects of the business or
        (ii) resulted in a material adverse change in the business, assets,
        operations, prospects or condition (financial or other) or could reasonably
        be
        expected to have such material adverse effect.

       

      
        	
                3.8

              	
                Taxes

              


      

       

      Each
        Member represents and warrants to Buyer as follows: 

       

      (a) For
        purposes of this Agreement, the term "Taxes,"
        means
        (i) any and all federal, state, local and foreign taxes, assessments and
        other governmental charges, duties, impositions and liabilities, including,
        without limitation, taxes based upon or measured by gross receipts, income,
        profits, sales, use and occupation, and value added, ad valorem, transfer,
        franchise, withholding, payroll, recapture, employment, excise and property
        taxes, together with all interest, penalties and additions imposed with respect
        to such amounts; (ii) any liability for the payment of any amounts of the
        type described in clause (i) as a result of being or ceasing to be a member
        of an affiliated, consolidated, combined or unitary group for any period
        (including, without limitation, any liability under Treasury Regulation
        Section 1.1502-6 or any comparable provision of foreign, state or local
        law); and (iii) any liability for the payment of any amounts of the type
        described in clause (i) or (ii) as a result of any express or implied
        obligation to indemnify any other Person or as a result of any obligations
        under
        any agreements or arrangements with any other Person with respect to such
        amounts and including any liability for taxes of a predecessor entity; and
        the
        term "Tax" means any one of the foregoing Taxes.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            7
            -

          
            

          

        

        
           

        

      


       

      (b) The
        Company has filed on a timely basis all reports, returns, declarations, claims
        for refund, information returns, statements or other similar documents,
        including any schedules or attachments thereto, and including any amendment
        thereof with respect to any Taxes ("Tax
        Returns")
        that
        the Company was required to file. All such Tax Returns were correct and complete
        in all respects and have been prepared and completed in accordance with
        applicable law, including all and were prepared in accordance with the
        applicable statutes, rules and regulations. No such Tax Returns are currently
        the subject of audit or examination nor has the Company been notified in
        writing, or otherwise, of any request for an audit or examination. All Taxes
        owed by the Company (whether or not shown on any Tax Return) were paid in
        full
        when due or are being contested in good faith and are supported by adequate
        reserves on the Financial Statements. The Company has provided adequate reserves
        on its Financial Statements for the payment of any Taxes accrued but not
        yet due
        and payable. The Company is not currently the beneficiary of any extension
        of
        time within which to file any Tax Return, and the Company has not waived
        any
        statute of limitations in respect of Taxes or agreed to any extension of
        time
        with respect to any Tax assessment or deficiency. The Company has duly and
        timely withheld from employee salaries, or wages or other compensation (whether
        or not paid in cash) and other amounts paid to creditors, independent
        contractors and other third parties and paid over to the appropriate
        governmental authority all amounts required to be so withheld and paid over
        for
        all periods under all applicable Tax or other laws. No amounts have been
        or
        would be required to be withheld with respect to the lapse of restrictions
        on
        the Shares. The Tax Returns of the Company do not contain a disclosure under
        Section 6662 of the Internal Revenue Code of 1986, as amended (the
        "Code")
        (or
        any predecessor provision or comparable provision of state, local or foreign
        law). The Company does not do business in or derive income from any state,
        local
        or foreign jurisdiction other than those jurisdictions for which Tax Returns
        have been duly filed by the Company.

       

      (c) There
        is
        no dispute, claim or proposed adjustment concerning any Tax liability of
        the
        Company either (A) claimed or raised by any authority in writing or
        (B) based upon personal contact with any agent of such authority. The
        Company is not a party to nor has it been notified in writing or, otherwise,
        that it is the subject of any pending, proposed or threatened action,
        investigation, proceeding, audit, claim or assessment by or before the IRS
        or
        any other governmental authority, and no claim for assessment, deficiency
        or
        collection of Taxes, or proposed assessment, deficiency or collection from
        the
        IRS or any other governmental authority which has not been satisfied, nor
        does
        the Company have any reason to believe that any such notice will be received
        in
        the future. The IRS has never audited any Tax Return of the Company. The
        Company
        has not filed any requests for rulings with the IRS. No power of attorney
        has
        been granted by the Company, its Members or their affiliates with respect
        to any
        matter relating to Taxes of the Company. There are no Tax liens of any kind
        upon
        any property or assets of the Company, except for inchoate liens for Taxes
        not
        yet due and payable.

       

      
        	
                3.9

              	
                Property

              


      

       

      Each
        Member represents and warrants to Buyer as follows: 

       

      (a) Disclosure
        Schedule 3.9(a)
        contains
        a complete and accurate list of all real property that is owned, leased,
        rented
        or used by the Company (the "Real
        Property").
        The
        Company has delivered to Buyer true and complete copies of all leases,
        subleases, rental agreements, contracts of sale, tenancies or licenses relating
        to the Real Property.

       

      (b) Disclosure
        Schedule 3.9(b) contains a complete and accurate list of each item of
        personal property  having
        a
        book value in excess of $2,000 that is owned, leased, rented or used by the
        Company (the "Personal
        Property");
        and
        the Company has delivered to Buyer true and complete copies of all leases,
        subleases, rental agreements, contracts of sale, tenancies or licenses relating
        to the Personal Property.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            8
            -

          
            

          

        

        
           

        

      


       

      (c) The
        Real
        Property and the Personal Property include all properties and assets (whether
        real, personal or mixed, tangible or intangible) reflected in the Balance
        Sheet
        and all the properties and assets purchased by the Company since the date
        of the
        Balance Sheet (except for such properties or assets sold since the date of
        the
        Balance Sheet in the ordinary course of business and consistent with past
        practice). The Real Property and the Personal Property include all property
        used
        in the business of the Company.

       

      (d) The
        Company's title to or leasehold interest in, as applicable, each parcel of
        the
        Real Property is free and clear of all liens, mortgages, pledges, deeds of
        trust, security interests, charges, encumbrances, institutional controls
        and
        other adverse claims or interests of any kind.

       

      (e) The
        Company's offices, manufacturing and production facilities and other structures
        and the Company's Personal Property are adequate for the uses to which they
        are
        being put and there are no applicable adverse zoning, building or land use
        codes
        or rules, ordinances, regulations or other restrictions relating to zoning
        or
        land use that currently or may prospectively prevent, or cause the imposition
        of
        material fines or penalties as the result of, the use of all or any portion
        of
        the Real Property for the conduct of the business as presently conducted.
        The
        Company has received all necessary approvals with regard to occupancy and
        maintenance of the Real Property.

       

      (g) Each
        lease of any portion of the Real Property and each lease, license, rental
        agreement, contract of sale or other agreement to which the Personal Property
        is
        subject is valid, binding and enforceable in accordance with its terms against
        the parties thereto; the Company has performed all obligations imposed upon
        it
        thereunder; and the Company is not in default thereunder, nor is there any
        event
        that with notice or lapse of time, or both, would constitute a default
        thereunder. No consent is required from any Person under any lease or other
        agreement or instrument relating to the Real Property or Personal Property
        in
        connection with the consummation of the transactions contemplated by this
        Agreement, and the Company has not received notice that any party to any
        such
        lease or other agreement or instrument intends to cancel, terminate or refuse
        to
        renew the same or to exercise or decline to exercise any option or other
        right
        thereunder. The Company has not granted any lease, sublease, tenancy or license
        of any portion of the Real Property or Personal Property.

       

      
        	
                3.10

              	
                Contracts

              


      

       

      Each
        Member represents and warrants to Buyer as follows: Disclosure Schedule
        3.10
        contains
        a complete and accurate list as of all material contracts, agreements,
        arrangements and understandings, oral or written, to which the Company is
        a
        party or by which the Company is bound, including, without limitation, all
        security agreements, intellectual property licenses and other license
        agreements, credit agreements, instruments relating to the borrowing of money,
        purchase contracts, sale contracts, research contracts and scientific
        collaboration or cooperation agreements. All such material contracts set
        forth
        on such Schedule 3.10
        are
        valid, binding and enforceable in accordance with their terms against each
        party
        thereto and are in full force and effect; the Company has performed all
        obligations imposed upon it thereunder; and the Company is not in default
        thereunder; nor is there any event that with notice or lapse of time, or
        both,
        would constitute a default thereunder. Furthermore, no breach or default
        by any
        other party to any such contract of any provision thereof, nor any condition
        or
        event that, with notice or lapse of time or both, would constitute such a
        breach
        or default, has occurred. True and complete copies of each such contract
        have
        been delivered to Buyer. No consent is required from any person or entity
        under
        any contract, agreement, arrangement or understanding set forth on Disclosure
        Schedule 3.10
        in
        connection with the consummation of the transactions contemplated by this
        Agreement, and the Company has not received notice, and is not otherwise
        aware,
        that any party to any such contract, agreement, arrangement or understanding
        intends to cancel, terminate or refuse to renew such contract, agreement,
        arrangement or understanding or to exercise or decline to exercise any option
        or
        right thereunder.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            9
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                3.11

              	
                Customers
                  and Suppliers

              


      

       

      Each
        Member represents and warrants to Buyer as follows: Disclosure Schedule 3.11
        sets
        forth: (a) a complete and accurate list of the customers of the Company
        accounting for 2% or more of the Company's revenues during the last fiscal
        year
        and (b) a complete and accurate list of the suppliers of the Company from
        whom the Company has purchased 5% or more of the goods or services purchased
        by
        the Company in the last fiscal year. The Company has not received any notice
        from its customers or suppliers that would cause it, in its reasonable judgment,
        to expect any material modification to its relationship with any customers
        or
        suppliers named on such Schedule 3.11.

       

      
        	
                3.12

              	
                Claims
                  and Legal Proceedings

              


      

       

      Each
        Member represents and warrants to Buyer as follows: There are no claims,
        actions, suits, arbitrations, criminal or civil investigations or proceedings
        pending or involving or, to the knowledge of the Members, threatened against
        the
        Company before or by any court or governmental or nongovernmental department,
        commission, board, bureau, agency or instrumentality, or any other Person.
        To
        the knowledge of the Members, there is no valid basis for any claim, action,
        suit, arbitration, investigation or proceeding that could reasonably be expected
        to be materially adverse to the business, assets, operations, prospects or
        condition (financial or other) of the Company before or by any person or
        entity.
        There are no outstanding or unsatisfied judgments, orders, decrees or
        stipulations to which the Company is a party that involve the transactions
        contemplated herein or that would have a material adverse effect on the
        business, assets, operations, prospects or condition (financial or other)
        of the
        Company.

       

      
        	
                3.14

              	
                Labor
                  Matters

              


      

       

      Each
        Member represents and warrants to Buyer as follows: There are no labor disputes,
        employee grievances or disciplinary actions pending or, to the knowledge
        of the
        Members, threatened against or involving the Company or any present or former
        employee of the Company. The Company has complied with all provisions of
        law
        relating to employment and employment practices, terms and conditions of
        employment, wages and hours including, without limitation, equal opportunity,
        workplace safety, workers' compensation and other similar laws. The Company
        is
        not engaged in any unfair labor practice and does not have any liability
        for any
        arrears of wages or Taxes or penalties for failure to comply with any such
        provisions of law. There is no labor strike, dispute, slowdown or stoppage
        pending or threatened against or affecting the Company, and the Company has
        not
        experienced any work stoppage or similar concerted employee activities. No
        collective bargaining agreement is binding on the Company. The Company does
        not
        have any knowledge of any organizational efforts presently being made or
        threatened by or on behalf of any labor union with respect to employees of
        the
        Company, and the Company has not been requested by any group of employees
        or
        others to enter into any collective bargaining agreement or other agreement
        with
        any labor union or other employee organization.

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            10
            -

          
            

          

        

        
           

        

      


       

      
        	
                3.15

              	
                Employee
                  Benefit Plans

              


      

       

      Each
        Member represents and warrants to Buyer as follows: 

       

      (a) Employee
        Benefit Plan Listing.
        Disclosure Schedule 3.15
        contains
        a complete and accurate list of all benefit plans and arrangements
        ("Employee
        Benefit Plans").
        The
        Company does not have any agreement, arrangement, commitment or obligation,
        whether formal or informal, whether written or unwritten and whether legally
        binding or not, to create, enter into or contribute to any additional Employee
        Benefit Plan, or to modify or amend any existing Employee Benefit Plan. There
        has been no amendment, interpretation or other announcement (written or oral)
        by
        the Company or any other Person relating to, or change in participation or
        coverage under, any Employee Benefit Plan that, either alone or together
        with
        other such items or events, could Materially increase the expense of maintaining
        such Employee Benefit Plan (or the Employee Benefit Plans taken as a whole)
        above the level of expense incurred with respect thereto for the most recent
        fiscal year included in the Financial Statements. The terms of each Employee
        Benefit Plan permit the Company to amend or terminate such Employee Benefit
        Plan
        at any time and for any reason without penalty and without Material liability
        or
        expense. None of the rights of the Company under any Employee Benefit Plan
        will
        be impaired in any way by this Agreement or the consummation of the transactions
        contemplated by this Agreement.

       

      (b) Intentionally
        Omitted.

       

      (c) Compliance.
        With
        respect to each Employee Benefit Plan: (i) such Employee Benefit Plan is,
        and at all times since inception has been, maintained, administered, operated
        and funded in all respects in accordance with its terms and in compliance
        with
        all applicable requirements of all applicable laws, statutes, orders, rules
        and
        regulations, including, without limitation, ERISA, COBRA, HIPAA and the Code;
        (ii) the Company and all other persons or entities (including, without
        limitation, all fiduciaries) have, at all times, properly performed all of
        their
        duties and obligations (whether arising by operation of law or by contract)
        under or with respect to such Employee Benefit Plan, including, without
        limitation, all reporting, disclosure and notification obligations;
        (iii) all Returns and other information relating to such Employee Benefit
        Plan required to be filed with any governmental entity or agency have been
        accurately completed and timely and properly filed; (iv) all notices,
        statements, reports and other disclosure (including, without limitation,
        all
        summary plan descriptions and summaries of material modifications) required
        to
        be given or made to participants in such Employee Benefit Plan or their
        beneficiaries have been accurately completed and timely and properly disclosed
        or provided; (v) neither the Company nor any fiduciary of such Employee
        Benefit Plan has engaged in any transaction or acted or failed to act in
        a
        manner that violates the fiduciary requirements of ERISA or any other applicable
        law; (vi) no transaction or event has occurred or is threatened or about to
        occur (including any of the transactions contemplated in or by this Agreement)
        that constitutes or could constitute a prohibited transaction under
        Section 406 or 407 of ERISA or under Section 4975 of the Code for
        which an exemption is not available; and (vii) the Company has not
        incurred, and there exists no condition or set of circumstances in connection
        with which the Company or Buyer could incur, directly or indirectly, any
        Material liability or expense (except for routine contributions and benefit
        payments) under ERISA, the Code or any other applicable law, statute, order,
        rule or regulation, or pursuant to any indemnification or similar agreement,
        with respect to such Employee Benefit Plan. 

       

      (e) Contributions,
        Premiums and Other Payments.
        All
        contributions, premiums and other payments due or required to be paid to
        (or
        with respect to) each Employee Benefit Plan have been timely paid, or, if
        not
        yet due, have been accrued as a liability on the Financial Statements. All
        income taxes and wage taxes that are required by law to be withheld from
        benefits derived under the Employee Benefit Plans have been properly withheld
        and remitted to the proper depository.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            11
            -

          
            

          

        

        
           

        

      


       

      (f) Post-Employment
        Benefits.
        Neither
        the Company nor any Employee Benefit Plan provides or has any obligation
        to
        provide (or contribute toward the cost of) post-employment or post-termination
        benefits of any kind, including, without limitation, death and medical benefits,
        with respect to any current or former Member, employee, agent, or independent
        contractor of the Company, other than (i) continuation coverage mandated by
        Sections 601 through 608 of ERISA and Section 4980B(f) of the Code,
        (ii) retirement benefits under any Employee Benefit Plan that is qualified
        under Section 401(a) of the Code, and (iii) deferred compensation that
        is accrued as a current liability on the Financial Statements.

       

      (g) Suits,
        Claims and Investigations.
        There
        are no actions, suits or claims (other than routine claims for benefits)
        pending
        or, to the knowledge of the Members, threatened with respect to (or against
        the
        assets of) any Employee Benefit Plan, nor, to the knowledge of the Members
        is
        there a basis for any such action, suit or claim. No Employee Benefit Plan
        is
        currently under investigation, audit or review, directly or indirectly, by
        the
        IRS, the DOL or any other governmental entity or agency, and, to the knowledge
        of the Members, no such action is contemplated or under consideration by
        the
        IRS, the DOL or any other governmental entity or agency.

       

      (h) Effect
        of Transaction.
        Neither
        the execution and delivery of this Agreement nor the consummation of the
        transactions contemplated by this Agreement, will (i) entitle any
        individual to severance pay, unemployment compensation or any other payment
        from
        the Company, Buyer or any Employee Benefit Plan, (ii) otherwise increase
        the amount of compensation due to any individual or forgive indebtedness
        owed by
        any individual, (iii) result in any benefit or right becoming established
        or increased, or accelerate the time of payment or vesting of any benefit,
        under
        any Employee Benefit Plan, or (iv) require the Company or Buyer to transfer
        or set aside any assets to fund or otherwise provide for any benefits for
        any
        individual. 

       

      
        	
                3.16

              	
                Intentionally
                  Omitted

              


      

       

      
        	
                3.17

              	
                Intellectual
                  Property

              


      

       

      Each
        Member represents and warrants to Buyer as follows:

       

      3.17.1 Technology

       

      Except
        for the Third Party Technologies (as defined in Section 3.17.2), the
        Company owns all right, title and interest in and to the following
        (collectively, the "Technology"),
        free
        and clear of all Encumbrances: (a) all products, computer programs,
        specifications, source code, object code, graphics, devices, techniques,
        algorithms, methods, technology, processes, procedures, packaging, trade
        dress,
        formulae, drawings, designs, concepts, user interfaces, "look and feel,"
        software or development tools and content that are now or during the two
        (2)
        years prior to the date of this Agreement have been, or are currently proposed
        to be, developed, produced, used, marketed and/or sold in the Company's
        business; (b) any and all updates, enhancements, corrections,
        modifications, improvements and new releases related to the items set forth
        in
        (a), above; (c) any and all technology and work in progress related to the
        items set forth in (a) and (b), above; and (d) all inventions, discoveries,
        processes, designs, trade secrets, know-how and other confidential or
        proprietary information related to the items set forth in (a), (b) and (c),
        above. The Technology, excluding the Third Party Technologies, is sometimes
        referred to as the "Company
        Technology."

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            12
            -

          
            

          

        

        
           

        

      


       

      3.17.2 Third
        Party Technology

       

      Disclosure
        Schedule 3.17.2
        sets
        forth a list of all Technology used in the Company's business for which the
        Company does not own all right, title and interest (collectively, the
        "Third
        Party Technologies"),
        and
        all license agreements or other contracts pursuant to which the Company has
        the
        right to use (in the manner used by the Company, or intended or necessary
        for
        use with the Company Technology) the Third Party Technologies (the "Third
        Party Licenses"),
        indicating, with respect to each of the Third Party Technologies listed,
        the
        owner and the Third Party License. The Company has the lawful right to use
        (free
        of any material restriction) (a) all Third Party Technology that is
        incorporated in or used in the development or production of the Company
        Technology, and (b) all other Third Party Technology necessary for the
        conduct of the Company's business as now conducted and as proposed to be
        conducted. All Third Party Licenses are valid, binding and in full force
        and
        effect, the Company and, to the knowledge of the Members, each other party
        thereto have performed in all material respects their obligations thereunder,
        and neither the Company nor, to the knowledge of the Members, any other party
        thereto is in default thereunder, nor, to the knowledge of the Members, has
        there occurred any event or circumstance which with notice or lapse of time
        or
        both would constitute a default or event of default, on the part of the Company
        or, to the knowledge of the Members, any other party thereto or give to any
        other party thereto the right to terminate or modify any Third Party License.
        The Company has not received notice that any party to any Third Party License
        intends to cancel, terminate or refuse to renew (if renewable) such Third
        Party
        License or to exercise or decline to exercise any option or right
        thereunder.

       

      3.17.3 Trademarks

       

      Disclosure
        Schedule 3.17.3
        list(s)
        all trademarks, trade names, brand names, service marks, logos or other
        identifiers used by the Company in its business (the "Marks").
        The
        Company has full legal and beneficial ownership, free and clear of any
        Encumbrances, of all rights conferred by use of the Marks in the Company's
        business and, as to those Marks that have been registered in the United States
        Patent and Trademark Office, by federal registration of the Marks.

       

      3.17.4 Intellectual
        Property Rights

       

      Disclosure
        Schedule 3.17.4
        sets
        forth all patents, patent applications, copyright registrations (and
        applications therefor) and trademark registrations (and applications therefor)
        (collectively, the "IP
        Registrations")
        associated with the Company Technology and the Marks. The Company owns all
        right, title and interest, free and clear of any Encumbrances, in and to
        the IP
        Registrations, together with any other rights in or to any copyrights
        (registered or unregistered), rights in the Marks (registered or unregistered),
        trade secret rights and other intellectual property rights (including, without
        limitation, rights of enforcement) associated with the Company Technology
        and
        the Marks (collectively, the "IP
        Rights").

       

      3.17.5 Maintenance
        of Rights

       

      The
        Company has not conducted its business, and has not used or enforced (or
        failed
        to use or enforce) the IP Rights, in a manner that would result in the
        abandonment, cancellation or unenforceability of any item of the IP Rights
        or
        the IP Registrations, and the Company has not taken (or failed to take) any
        action that would result in the forfeiture or relinquishment of any IP Rights
        or
        IP Registrations. The Company has not granted to any third party any rights
        or
        permissions to use any of the Technology or the IP Rights. To the knowledge
        of
        the Members, except pursuant to reasonably prudent safeguards, (a) no third
        party has received any confidential information relating to the Technology
        or
        the IP Rights and (b) the Company is not under any contractual or other
        obligation to disclose to any third party any Company
        Technology.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            13
            -

          
            

          

        

        
           

        

      


       

      


       

      3.17.6 Third
        Party Infringement

       

      The
        Company has not received any notice or claim (whether written, oral or
        otherwise) challenging the Company's ownership or rights in the Company
        Technology or the IP Rights or claiming that any other person or entity has
        any
        legal or beneficial ownership with respect thereto; all IP Rights are legally
        valid and enforceable without any material qualification, limitation or
        restriction on their use, and the Company has not received any notice or
        claim
        (whether written, oral or otherwise) challenging the validity or enforceability
        of any IP Rights; and to the knowledge of the Members, no other person or
        entity
        is infringing or misappropriating any part of the IP Rights or otherwise
        making
        any unauthorized use of the Company Technology. 

       

              3.17.7 Infringement
        by the Company

       

      The
        use
        of any of the Technology in the Company's business does not and will
        not,
        to
        the
        knowledge of the Members, conflict with, infringe, violate or interfere with
        or
        constitute an appropriation of any right, title or interest (including, without
        limitation, any patent, copyright or trade secret right) held by any other
        person or entity, and there have been no claims made with respect thereto;
        the
        use of any of the Marks and other IP Rights in the Company's business will
        not
        conflict with, infringe, violate or interfere with or constitute an
        appropriation of any right, title or interest (including, without limitation,
        any patent, copyright, trademark or trade secret right) held by any other
        person
        or entity, and there have been no claims made with respect thereto; and the
        Company has not received any notice or claim (whether written, oral or
        otherwise) regarding any infringement, misappropriation, misuse, abuse or
        other
        interference with any third party intellectual property or proprietary rights
        (including, without limitation, infringement of any patent, copyright, trademark
        or trade secret right of any third party) by the Company, the Technology
        or the
        Marks or other IP Rights or claiming that any other entity has any claim
        of
        infringement with respect thereto.

       

              3.17.8 Domain
        Names

       

      Disclosure
        Schedule 3.17.8
        lists
        all Internet domain names used by the Company in its business (collectively,
        the
        "Domain
        Names").
        The
        Company has a valid registration and all material rights (free of any material
        restriction) in and to the Domain Names, including without limitation all
        rights
        necessary to continue to conduct the Company's business as it is currently
        conducted. 

       

              3.17.9 Indemnification

       

      The
        Company has not entered into any agreement or offered to indemnify any person
        or
        entity against any charge of infringement by the Technology or IP Rights,
        or any
        other intellectual property or right. The Company has not entered into any
        agreement granting any Person the right to bring any infringement action
        with
        respect to, or otherwise to enforce, any of the Technology or IP
        Rights.

       

      
        	
                3.18

              	
                Accounts
                  Receivable

              


      

       

      Each
        Member represents and warrants to Buyer as follows: All accounts receivable
        of
        the Company reflected in the Balance Sheet or existing at the time of Closing
        ("Accounts")
        represent amounts due for services performed or sales actually made in the
        ordinary course of business and properly reflect the amounts due. The bad
        debt
        reserves and allowances reflected in the Balance Sheet are adequate. All
        Accounts existing and remaining unpaid at the time of Closing will be
        collectible by and accrue to the benefit of the Members. All Accounts for
        services performed, rendered, contracted, due or sales actually made after
        the
        Closing will be collectible by and accrue to the benefit of
        Buyer.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            14
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                3.19

              	
                Corporate
                  Books and Records

              


      

       

      Each
        Member represents and warrants to Buyer as follows: The Company has furnished
        to
        Buyer true and complete copies of the limited liability company records of
        the
        Company since the Company's inception, and such records (including minutes,
        resolutions and consents, if any) accurately reflect the events of and actions
        taken at the meetings of the Members. The Membership Interest transfer records
        accurately reflect all issuances and transfers of the Interests in and to
        the
        Company since its inception.

       

      
        	
                3.20

              	
                Licenses,
                  Permits, Authorizations,
                  etc.

              


      

       

      Each
        Member represents and warrants to Buyer as follows: The Company has received
        all
        required governmental approvals, authorizations, consents, licenses, orders,
        registrations and permits of all agencies, whether federal, state, local
        or
        foreign (the "Permits"),
        the
        failure to obtain of which would have a material adverse effect on its business,
        assets, operations, prospects or condition (financial or other) of the Company.
        Disclosure Schedule 3.20
        contains
        a list of all Permits with expiration dates, if any. The Company is in
        compliance with the terms of all Permits, and all Permits are valid and in
        full
        force and effect, and no proceeding is pending or, to the knowledge of the
        Members, threatened, the object of which is to revoke, limit or otherwise
        affect
        any Permit. The Company has not received any notifications of any asserted
        failure to obtain any Permit.

       

      
        	
                3.21

              	
                Compliance
                  With Laws; Environmental Health and Safety
                  Matters

              


      

       

      Each
        Member represents and warrants to Buyer as follows:

       

      (a) The
        Company is and has been in compliance with all federal, state, local and
        foreign
        laws, rules, regulations, ordinances, decrees and orders applicable to the
        operation of its business, to its employees, or to its property, including,
        without limitation, all such laws, rules, ordinances, decrees and orders

        relating to antitrust, consumer protection, currency exchange, environmental
        protection, equal opportunity, health, occupational safety, good laboratory
        practices, pension, securities and trading-with-the-enemy matters. The Company
        has not received any notification of any asserted present or past unremedied
        failure by the Company to comply with any of such laws, rules, ordinances,
        decrees or orders.

       

      (b) The
        Company is not in violation of, and has not violated, in connection with
        the
        ownership, use, maintenance or operation of the Real Property or the Personal
        Property or the conduct of its business, any applicable foreign, federal,
        state,
        county and local statutes, laws, regulations, guidances, rules, ordinances,
        codes, licenses, permits, judgments, writs, decrees, injunctions or orders
        of
        any governmental entity relating to environmental (air, water, groundwater,
        soil, natural resource, noise and odor) matters, including, by way of
        illustration and not by way of limitation, the Clean Air Act, 42 U.S.C.
        Section 7401, et
        seq.,
        as
        amended; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251,
et
        seq.,
        as
        amended; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
        Section 6901, et
        seq.,
        as
        amended; the Comprehensive Environmental, Response, Compensation, and Liability
        Act of 1980, 42 U.S.C. Section 9601, et
        seq.,
        as
        amended; the Toxic Substances Control Act, 15 U.S.C. Section 2601,
et
        seq.,
        as
        amended; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701,
et seq.;
        and
        other comparable federal, state and local laws, and the regulations issued
        thereunder (collectively, "Environmental
        Laws").


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            15
            -

          
            

          

        

        
           

        

      


       

      


       

      (c) The
        Company has not transported, stored, treated, recycled, handled or disposed
        of,
        or allowed or arranged for any third party to transport, store, treat, recycle,
        handle or dispose of (i) any flammable substances, explosives, radioactive
        materials, hazardous substances, hazardous wastes, toxic substances, pollutants,
        contaminants or any wastes, materials or substances identified in or regulated
        by any Environmental Laws; (ii) asbestos, polychlorinated biphenyls, urea
        formaldehyde, nuclear fuel or material, chemical waste, carcinogens and radon,
        all to the extent regulated by any Environmental Laws; and (iii) gasoline,
        oil and other petroleum products (all of the foregoing collectively,
        "Regulated
        Substances"),
        to or
        at any location in violation of any Environmental Laws.

       

      (d) No
        part
        of the Real Property, including, but not limited to, all surface and subsurface
        soil, sediments, groundwater and surface water located on, in or under the
        Real
        Property, was or is contaminated with any Regulated Substances or constituents
        thereof, which contamination has given or may give rise to any obligation
        of the
        Company under any applicable Environmental Laws, the common law or otherwise.
        To
        the knowledge of the Members, no real property adjacent to or adjoining the
        Real
        Property has been or is being so contaminated. 

       

      (e) The
        Company has reported, recorded or filed, and has provided to Buyer, true,
        accurate and complete copies of all reports with respect to any spilling,
        leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
        migrating, leaching, dumping or disposing into the environment (including
        the
        abandonment or discarding of drums, barrels, containers or other closed
        receptacles) (any of the foregoing, a "Release"),
        required by applicable Environmental Laws to be reported by the Company to
        any
        government authority. The Company has maintained all environmental and operating
        documents and records in the manner and for the time periods required by
        applicable Environmental Laws.

       

      (f) The
        Company has not caused or permitted the Release of any Regulated Substances
        or
        constituents thereof on, from or off-site of its Real Property, or of any
        Release from any facility owned or operated by third parties but with respect
        to
        which the Company is alleged to have liability, including, but not limited
        to,
        liability for personal injury, cleanup or restoration, which Release caused
        or
        could reasonably be Expected to cause a material loss to the
        Company.

       

      
        	
                3.22

              	
                Insurance

              


      

       

      Each
        Member represents and warrants to Buyer as follows: The Company maintains
        (a) insurance on all of its property (including leased premises) that
        insures against loss or damage by fire or other casualty (including extended
        coverage) and (b) insurance against liabilities, claims and risks of a
        nature and in such amounts as are normal and customary in the Company's
        industry. All insurance policies of the Company are described on Disclosure
        Schedule
        3.22
        hereto,
        and are in full force and effect, all premiums covering all periods up to
        and
        including the Closing have been paid, and no notice of cancellation or
        termination has been received with respect to any such policy or binder.
        Such
        policies or binders are sufficient for compliance with all requirements of
        law
        currently applicable to the Company and of all agreements to which the Company
        is a party, will remain in full force and effect through the respective
        expiration dates of such policies or binders without the payment of additional
        premiums, and will not in any way be affected by, or terminate or lapse by
        reason of, the transactions contemplated by this Agreement. The Company has
        not
        been refused any insurance with respect to its respective assets or operations,
        nor has its coverage been limited, by any insurance carrier to which it has
        applied for any such insurance or with which it has carried
        insurance.

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            16
            -

          
            

          

        

        
           

        

      


       

      
        	
                3.23

              	
                Brokers
                  or Finders

              


      

       

      Each
        Member represents and warrants to Buyer as follows: The Company has not
        incurred, and will not incur, directly or indirectly, as a result of any
        action
        taken by or on behalf of the Company, any liability for brokerage or finders'
        fees or agents' commissions or any similar charges in connection with this
        Agreement or any transaction contemplated hereby.

       

      
        	
                3.24

              	
                Government
                  Contracts

              


      

       

      Each
        Member represents and warrants to Buyer as follows: The Company has never
        been,
        nor as a result of the consummation of the transactions contemplated by this
        Agreement will it be, suspended or debarred from bidding on contracts or
        subcontracts for any agency of the United States government or any foreign
        government, nor to the knowledge of the Members has
        such
        suspension or debarment been threatened or action for suspension or debarment
        been commenced. The Company has not been nor is it currently being audited,
        except in the ordinary course of business or as is customary in the industry
        or
        as provided by the Federal Acquisition Regulations or, to the knowledge of
        the
        Members, investigated by the United States Government Accounting Office,
        the
        United States Department of Justice, the United States Department of Defense
        or
        any of its agencies, the Defense Contract Audit Agency or the inspector general
        or other authorities of any agency of the United States government, or any
        foreign government, nor, to the knowledge of the Members, has such audit
        or
        investigation been threatened. There is no valid basis for the Company's
        suspension or debarment from bidding on contracts or subcontracts for any
        agency
        of the United States government or any foreign government and there is no
        valid
        basis for a claim pursuant to an audit or investigation by the United States
        Government Accounting Office, the United States Department of Justice, the
        United States Department of Defense or any of its agencies, the Defense Contract
        Audit Agency or other authorities of any agency of the United States government
        or any foreign government, or any prime contractor with any such governmental
        body. The Company has not had a contract or subcontract terminated for default
        by the Company and has not been determined to be nonresponsible by any agency
        of
        the United States government or any foreign government. The Company does
        not
        have any outstanding agreements, contracts or commitments that require it
        to
        obtain or maintain a government security clearance.

       

      
        	
                3.25

              	
                Absence
                  of Questionable Payments

              


      

       

      Each
        Member represents and warrants to Buyer as follows:
        Neither
        the Company nor any of its Members, or to the knowledge of the Members, any
        agents, employees or other person acting on behalf of the Company, has used
        any
        funds of the Company for improper or unlawful contributions, payments, gifts
        or
        entertainment, or made any improper or unlawful expenditures relating to
        political activity to government officials or others. The Company has not
        received notice that any transaction was improper or unlawful within the
        meaning
        of this Section 3.25. The Company has adequate financial controls to
        prevent such improper or unlawful contributions, payments, gifts, entertainment
        or expenditures. Neither the Company nor any of its current directors or
        officers, agents, employees or any other Person acting on behalf of the Company,
        has accepted or received any improper or unlawful contributions, payments,
        gifts
        or expenditures. The Company has at all times complied, and is in compliance
        in
        all respects, with the applicable provisions of the U.S. Foreign Corrupt
        Practices Act, as amended, and other applicable domestic and foreign laws
        and
        regulations relating to corrupt practices and similar matters.

       

      
        	
                3.26

              	
                Bank
                  Accounts

              


      

       

      Each
        Member represents and warrants to Buyer as follows: Disclosure Schedule 3.26
        sets
        forth the names and locations of all banks, trust companies, savings and
        loan
        associations and other financial institutions at which the Company maintains
        safe deposit boxes or accounts of any nature and the names of all persons
        authorized to draw thereon, make withdrawals therefrom or have access
        thereto.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            17
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                3.27

              	
                Previous
                  Conduct of Business; Insider
                  Interests

              


      

       

      Each
        Member represents and warrants to Buyer as follows: All the transactions
        of the
        Company with third parties have been conducted on an arm's-length basis.
        No
        Member, employee, contractor, consultant or other representative of the Company
        has any direct or indirect interest, and Members have no direct or indirect
        interest, other than as a Member of the Company (a) in any property, real
        or personal, tangible or intangible, used in or directly pertaining to the
        business of the Company, including, without limitation, any intellectual
        property, or (b) in any agreement, contract, arrangement or obligation
        relating to the Company, its present or prospective business or its operations.
        To the knowledge of the Members, neither the Company nor any of its Members,
        employees, contractors or consultants has any interest, either directly or
        indirectly, in any entity that presently (i) provides any services,
        produces and/or sells any products or product lines, or engages in any activity
        that is the same, similar to or competitive with any activity or business
        in
        which the Company is now engaged or proposes to engage or (ii) is a
        supplier, customer or creditor, or has an existing contractual relationship
        with
        any of the Company's employees (or persons performing similar
        functions).

       

      
        	
                3.28

              	
                Full
                  Disclosure

              


      

       

      Each
        Member represents and warrants to Buyer as follows: No information furnished
        by
        the Company or the Members to Buyer in connection with this Agreement
        (including, but not limited to, the Financial Statements and all information
        in
        the Disclosure Schedules and the Exhibits hereto) or to be furnished prior
        to
        the Closing by or on behalf of the Company or the Members to Buyer, or to
        others
        in connection with obtaining approval of the transaction contemplated by
        this
        Agreement, is false or misleading in any material respect. Neither the Company
        nor any Member has made any untrue statement of a material fact or omitted
        to
        state a material fact necessary in order to make the statements made or
        information delivered in or pursuant to this Agreement, including, but not
        limited to, the Financial Statements, the Disclosure Schedules and Exhibits
        hereto, or in or pursuant to closing certificates executed or delivered by
        the
        Company or the Members not misleading.

       

      ARTICLE
        IV - REPRESENTATIONS AND WARRANTIES

       

      OF
        BUYER

       

      To
        induce
        the Members to enter into and perform this Agreement, Buyer represents and
        warrants to the Members as of the date of this Agreement and as of the Closing
        as follows in this Article IV:

       

      
        	
                4.1

              	
                Organization

              


      

       

      Buyer
        is
        a corporation duly organized, validly existing and in good standing under
        the
        laws of the state of Delaware. Buyer has all requisite corporate power and
        authority to own, operate and lease its properties and assets, to carry on
        its
        business as now conducted and as proposed to be conducted, to execute, deliver
        and perform its obligations under this Agreement and the other Transaction
        Documents to which it is a party, and to carry out the transactions contemplated
        hereby and thereby.

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            18
            -

          
            

          

        

        
           

        

      


       

      
        	
                4.2

              	
                Enforceability

              


      

       

      All
        corporate action on the part of Buyer and its officers, directors and
        shareholders necessary for the authorization, execution, delivery and
        performance of this Agreement and the other Transaction Documents to which
        it is
        a party, the consummation of the transactions contemplated hereby and thereby,
        and the performance of all of Buyer's obligations under this Agreement and
        the
        other Transaction Documents to which it is a party has been taken or will
        be
        taken prior to the Closing. This Agreement has been, and the other Transaction
        Documents to which Buyer is a party on the Closing will be, duly executed
        and
        delivered by Buyer, and this Agreement is, and each of the other Transaction
        Documents to which Buyer is a party on the Closing will be, a legal, valid
        and
        binding obligation of Buyer, enforceable against Buyer in accordance with
        its
        terms.

       

      
        	
                4.3

              	
                No
                  Approvals or Notices Required; No Conflicts With
                  Instruments

              


      

       

      The
        execution, delivery and performance by Buyer of this Agreement and the other
        Transaction Documents to which it is a party, and the consummation of the
        transactions contemplated hereby and thereby, will not (a) constitute a
        violation (with or without the giving of notice or lapse of time, or both)
        of
        any provision of any law or any judgment, decree, order, regulation or rule
        of
        any court, agency or other governmental authority applicable to Buyer,
        (b) require Buyer to obtain any consent, approval or authorization of, or
        declaration, filing or registration with, any Person, or (c) constitute a
        violation of any provisions of Buyer's ____________Certificate
        of Incorporation and Bylaws.

       

      
        	
                4.4

              	
                Claims
                  and Legal Proceedings

              


      

       

      There
        is
        no claim, action, suit, arbitration, criminal or civil investigation or
        proceeding pending or involving or, to Buyer's knowledge, threatened against
        Buyer before or by any court or governmental or nongovernmental department,
        commission, board, bureau, agency or instrumentality, or any other Person,
        that
        questions the validity of this Agreement or any action taken or to be taken
        by
        Buyer pursuant to this Agreement or in connection with the transactions
        contemplated hereby.

       

      
        	
                4.5

              	
                Brokers
                  or Finders

              


      

       

      Buyer
        has
        not incurred, and will not incur, directly or indirectly, as a result of
        any
        action taken by or on behalf of Buyer, any liability for brokerage or finders'
        fees or agents' commissions or any similar charges in connection with this
        Agreement or any transaction contemplated hereby.

       

      
        	
                4.6

              	
                Tax
                  Consequences

              


      

       

      Buyer
        does not make any representation or warranty with respect to, and expressly
        disclaims any responsibility for, any Tax consequences to the Members arising
        out of the structure or terms of this Agreement, or the negotiation or
        consummation hereof. Each Member
        shall be solely responsible for any such Tax consequences.

       

      ARTICLE V
        - COVENANTS

       

      Between
        the date of this Agreement and the time of Closing, the parties covenant
        and
        agree as set forth in this Article V.

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            19
            -

          
            

          

        

        
           

        

      


       

      
        	
                5.1

              	
                Conduct
                  of Business by the Company Pending the
                  Closing

              


      

       

      Unless
        Buyer shall otherwise agree in writing, the business of the Company shall
        be
        conducted only in, and the Company shall not take any action except in, and
        the
        Members of the Company shall cause the Company to be conducted in, the ordinary
        course of business and in a manner consistent with past practice and in
        accordance with applicable law; and the Company shall use its best efforts
        to
        preserve substantially intact the business organization of the Company, to
        keep
        available the services of the current Members, employees and consultants
        of the
        Company and to preserve the current relationships of the Company with customers,
        suppliers and other persons with which the Company has significant business
        relations. By way of amplification and not limitation, except as otherwise
        contemplated by this Agreement, the Company shall not, between the date of
        this
        Agreement and the time of Closing, directly or indirectly do, or propose
        to do,
        any of the following without giving Buyer prior written notice of and receiving
        Buyer's prior written consent:

       

      (a) amend
        or
        otherwise change its ____________Articles
        of Organization or Operating Agreement;

       

      (b) issue,
        sell, pledge, dispose of, grant, encumber or authorize the issuance, sale,
        pledge, disposition, grant or encumbrance of (i) any membership interests
        in or to the Company, or any options, warrants, convertible securities or
        other
        rights of any kind to acquire any Interests in or to the Company, or any
        other
        ownership interest (including, without limitation, any economic interest),
        of
        the Company or (ii) any assets of the Company;

       

      (c) declare,
        set aside, make or pay any dividend or other distribution, payable in cash,
        property or otherwise, with respect to any of its Interests, other than payments
        necessary to achieve an Actual Net Equity (as defined in Section 2.2.2(b))
        equal
        to zero as of Closing;

       

      (d) reclassify,
        combine, split, subdivide, redeem, purchase or otherwise acquire, directly
        or
        indirectly, any of its Interests;

       

      (e) (i) acquire
        (including, without limitation, by merger, consolidation, or acquisition
        of
        stock or assets) or form any corporation, partnership, other business
        organization or division thereof, or acquire directly or indirectly any material
        amount of assets; (ii) incur any indebtedness for borrowed money or issue
        any debt securities or assume, guarantee or endorse, or otherwise as an
        accommodation become responsible for, the obligations of any Person, or make
        any
        loans or advances, except in the ordinary course of business and consistent
        with
        past practice which loans shall be on terms and conditions satisfactory to
        Buyer; (iii) enter into any contract or agreement other than in the
        ordinary course of business, consistent with past practice; (iv) authorize
        any single capital expenditure that is in excess of $2,500 or capital
        expenditures that are, in the aggregate, in excess of $10,000; or (v) enter
        into or amend any contract, agreement, commitment or arrangement with respect
        to
        any matter set forth in this subsection (e);

       

      (f) enter
        into any employment, consulting or agency agreement, or increase the
        compensation payable or to become payable to its Members, employees or
        consultants (other than payment of compensation necessary to achieve an Actual
        Net Equity (as defined in Section 2.2.2(b)) equal to zero as of Closing),
        except
        for increases in accordance with existing agreements or past practices for
        employees of the Company who are not Members of the Company, or grant any
        severance or termination pay to, or enter into any employment or severance
        agreement with, any Member, employee, or consultant of the Company, or
        establish, adopt, enter into or amend any collective bargaining, bonus, profit
        sharing, thrift, compensation, stock option, restricted stock, pension,
        retirement, deferred compensation, employment, termination, severance or
        other
        plan, agreement, trust, fund, policy or arrangement for the benefit of any
        director, officer or employee;


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            20
            -

          
            

          

        

        
           

        

      


       

      (g) take
        any
        action, other than reasonable and usual actions in the ordinary course of
        business and consistent with past practice, with respect to accounting policies
        or procedures (including, without limitation, procedures with respect to
        the
        payment of accounts payable and collection of accounts receivable);

       

      (h) make
        any
        tax election inconsistent with past practices or settle or compromise any
        material federal, state, local or foreign income tax liability;

       

      (i) pay,
        discharge or satisfy any claim, liability or obligation (absolute, accrued,
        asserted or unasserted, contingent or otherwise), other than the payment,
        discharge or satisfaction, in the ordinary course of business and consistent
        with past practice, of liabilities reflected or reserved against in the Balance
        Sheet or subsequently incurred in the ordinary course of business and consistent
        with past practice;

       

      (j) enter
        into any equipment lease; or

       

      (k) issue
        certificates for any of the Interests; or

       

      (l) agree
        to
        do any of the foregoing.

       

      
        	
                5.2

              	
                Access
                  to Information;
                  Confidentiality

              


      

       

      From
        the
        date hereof to the time of Closing, the Members shall, and shall cause their
        representatives to, afford Buyer and its representatives complete access
        at
        all reasonable times to the Members, employees, agents, properties, offices,
        plants and other facilities, books and records of the Company and shall furnish
        Buyer with all financial, operating and other data and information as Buyer
        may
        reasonably request and as such access is necessary to the consummation of
        the
        transactions contemplated hereby. From the date hereof until the time of
        Closing, the Company shall provide Buyer with financial statements of the
        Company as they become available internally at the Company, all of which
        financial statements shall be prepared in conformity with GAAP and shall
        fairly
        present the financial position and results of operations of the Company as
        of
        the dates and for the periods specified. All information obtained by either
        party pursuant to this Section 5.2 shall be kept confidential in accordance
        with the terms of the Letter of Intent, dated ____________October
        25, 2006, between Buyer and the Company.

       

      
        	
                5.3

              	
                No
                  Alternative Transactions

              


      

       

      The
        Members shall not, directly or indirectly, through any Member, employee,
        agent,
        investment banker, attorney or otherwise, solicit, initiate or encourage
        the
        submission of any proposal, offer, inquiry or contact from any person or
        entity
        relating to any acquisition or purchase of all or (other than in the ordinary
        course of business) any portion of the assets of, or any equity interest
        in, the
        Company or any business combination with the Company, or participate in any
        negotiations or discussions regarding, or furnish to any other person or
        entity
        any information with respect to, or otherwise cooperate in any way with,
        or
        assist or participate in, facilitate or encourage, any effort or attempt
        by any
        other person or entity, to do or seek any of the foregoing. The Members
        immediately shall cease and cause to be terminated with no obligation, financial
        or otherwise, on the part of the Company or the Members, all existing
        discussions or negotiations with any other parties conducted heretofore with
        respect to any of the foregoing.

       

      The
        Members shall notify Buyer promptly if any such proposal or offer, or any
        inquiry or contact with any Person with respect thereto, is made and shall,
        in
        any such notice to Buyer, indicate in reasonable detail the identity of the
        person or entity making such proposal, offer, inquiry or contact and the
        terms
        and conditions of such proposal, offer, inquiry or contact. The Company agrees
        not to release any third party from, or waive any provision of, any
        confidentiality or standstill agreement to which the Company is a
        party.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            21
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                5.4

              	
                Notification
                  of Certain Matters

              


      

       

      The
        Members shall give prompt written notice to Buyer, and Buyer shall give prompt
        written notice to the Members, of (a) the occurrence or nonoccurrence of
        any event which would be likely to (i) cause any representation or warranty
        of the Members or Buyer, respectively, contained in this Agreement to be
        materially untrue or inaccurate or (ii) result in the material failure to
        satisfy a closing condition in Article VII or VIII; (b) any material
        failure of the Members or Buyer, respectively, to comply with or satisfy
        any
        covenant, condition or agreement to be complied with or satisfied by it or
        them;
        and (c) any written communication from any person or entity alleging that
        the consent of such person or entity may be required in connection with the
        transactions contemplated by this Agreement; provided, however, that the
        delivery of any notice pursuant to this Section 5.4 shall not limit or
        otherwise affect the remedies available hereunder to the party receiving
        such
        notice.

       

      
        	
                5.5

              	
                Further
                  Action

              


      

       

      Upon
        the
        terms and subject to the conditions hereof, each of the parties shall
        (a) make promptly its respective filings, and thereafter make any other
        required submissions, under applicable laws with respect to the transactions
        contemplated hereby and shall cooperate with the other parties with respect
        to
        such filings and submissions and (b) use its best efforts to take, or cause
        to be taken, all appropriate action, and to do, or cause to be done, all
        things
        necessary, proper or advisable under applicable laws and regulations to
        consummate and make effective the transactions contemplated hereby, including,
        without limitation, using its best efforts to obtain all waivers, licenses,
        permits, consents, approvals, authorizations, qualifications and orders of
        governmental authorities and parties to contracts as are necessary for the
        consummation of the transactions contemplated hereby and to fulfill the
        conditions to the closing of the sale of the Interests to Buyer. In case
        at any
        time after the Closing Date any further action is necessary or desirable
        to
        carry out the purposes of this Agreement, each party to this Agreement shall
        use
        its best efforts to take all such action. Neither the Buyer nor the Members
        will
        undertake any course of action inconsistent with this Agreement or that would
        make any representations, warranties or agreements made by such party in
        this
        Agreement untrue or any conditions precedent to this Agreement unable to
        be
        satisfied at or prior to the Closing.

       

      
        	
                5.6

              	
                Publicity

              


      

       

      None
        of
        the parties shall disclose, make or issue, or cause to be disclosed, made
        or
        issued, any statement or announcement concerning this Agreement or the
        transactions contemplated hereby to any third parties (other than its officers,
        directors, employees, authorized representatives, legal advisors and financial
        advisors who need to know such information in connection with carrying out
        or
        facilitating the transactions contemplated hereby) without the prior written
        consent of the other parties, except as required by law or any listing or
        other
        agreement with any public securities trading exchange or market to which
        Buyer
        is a party and after providing written notice to the other parties of such
        required disclosure.

       

      5.7. Covenants
        Not to Compete

       

      5.7.1 Covenants

       

      In
        consideration of the payment of the Purchase Price by Buyer to the Members
        at
        the Closing, the Members covenant and agrees as follows:


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            22
            -

          
            

          

        

        
           

        

      


       

      (a) During
        any period during which a Member performs services as an employee, consultant
        or
        otherwise for the Company, and, unless employment is terminated by Buyer
        without
        reasonable cause, for the two (2)-year period commencing upon the date that
        the
        Member ceases to perform services for the Company (the "Non- Compete Period"),
        neither the Member nor any of the Member's affiliates shall engage in any
        Competitive Business (as such term is defined below), whether directly or
        indirectly, for its account or otherwise, or as a member, shareholder, owner,
        partner, principal, agent, joint venturer, consultant, advisor, franchisor
        or
        franchisee, independent contractor or otherwise, in, with or of any person
        or
        entity that engages directly or indirectly in any Competitive Business. As
        used
        herein, "Competitive Business" shall mean any business that competes with
        the
        Company or the Buyer in the United States, including, without limitation,
        any
        business that provides geographic and land information systems, software,
        services or data.

       

      (b) During
        the Non-Compete Period, neither the Member nor any of its affiliates shall,
        directly or indirectly, hire, or solicit or encourage to leave the employment
        of
        the Company, Buyer or any of their affiliates, or any former employee of
        the
        Company hired by Buyer, the Company or their affiliates, or have any arrangement
        (financial, consulting or otherwise) with any such individual.

       

      5.7.2 Minor
        Investments

       

      Notwithstanding
        the provisions of Section 5.7.1(a) above, a Member may at any time own in
        the
        aggregate, directly or indirectly, for investment purposes only, 5% or less
        of
        any class of securities of any entity traded on any national securities exchange
        or quoted on the Nasdaq National Market that engages in a Competitive
        Business.

       

      5.7.3 Remedies

       

      The
        Members acknowledge that compliance with the provisions of this Section 5.7
        is
        necessary and proper to preserve and protect the business of the Company
        acquired by Buyer under this Agreement and to assure that the parties receive
        the benefits intended to be conveyed pursuant to this Section 5.7. The Members
        agree that any failure by the Members or any of their affiliates to comply
        with
        the provisions of this Section 5.7 shall entitle Buyer and their affiliates,
        in
        addition to such other relief and remedies as may be available, to equitable
        relief, including, but not limited to, the remedy of injunction. Resort to
        any
        remedy shall not prevent the concurrent or subsequent employment of any other
        remedy, or preclude the recovery by Buyer and its affiliates of monetary
        damages
        and compensation.

       

      5.7.4 Severability;
        Reformation

       

      The
        covenants in this Section 5.7 are severable and separate, and the
        unenforceability of any specific covenant shall not affect the continuing
        validity and enforceability of any other covenant. In the event any court
        of
        competent jurisdiction shall determine that the scope, time or territorial
        restrictions set forth in this Section 5.7 are unreasonable and therefore
        unenforceable, then it is the intention of the parties that such restrictions
        be
        enforced to the fullest extent that the court deems reasonable and this
        Agreement shall thereby be reformed.

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            23
            -

          
            

          

        

        
           

        

      


       

      ARTICLE
        VI - PUT
        OPTION

       

      For
        a
        period of one (1) year from and after the Closing, at the election of each
        Member, which shall be exercisable in the sole discretion of such Member,
        Parent
        shall be obligated to purchase up to 27,000 shares of Parent Stock held by
        such
        electing Member at the purchase price of $1.00 per share. To exercise the
        right
        to cause Parent to purchase the shares of Parent Stock, the Member shall
        deliver
        written notice to Parent indicating the number of shares (not to exceed 27,000
        per electing Member) that the Member desires Parent to purchase. Within fifteen
        (15) days after receipt of such written notice, Parent shall take all such
        action necessary to purchase the shares, up to the 27,000 per Member maximum,
        identified in the Member’s notice and, subject to delivery of a certificate
        representing the shares to be sold, duly endorsed or accompanied by appropriate
        stock powers executed by the electing Member, Parent shall pay to the electing
        Member the purchase price for the Parent Stock specified in this Article
        VI
        (i.e., $1.00 per share). The right of a Member to cause Parent to repurchase
        the
        Parent Stock pursuant to the terms of this Article VI shall terminate one
        year
        after the Closing.

       

      ARTICLE
        VII - CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

       

      The
        obligations of Buyer to perform and observe the covenants, agreements and
        conditions to be performed and observed by it at or before the Closing shall
        be
        subject to the satisfaction of the following conditions, which may be expressly
        waived only in writing signed by Buyer.

       

      
        	
                7.1

              	
                Accuracy
                  of Representations and
                  Warranties

              


      

       

      Each
        of
        the representations and warranties of the Members contained in this Agreement
        and the other Transaction Documents to which each is a party (including
        applicable Exhibits or Disclosure Schedules) shall be true and correct as
        of the
        date hereof and at and as of the Closing Date as though made on that date;
        except to the extent such representations and warranties are made as of a
        specified date, in which case such representations and warranties shall be
        true
        and correct as of the specified date.

       

      
        	
                7.2

              	
                Performance
                  of Agreements

              


      

       

      The
        Members shall have performed all obligations and agreements and complied
        with
        all covenants and conditions contained in this Agreement or any other
        Transaction Document to be performed and complied with by them at or prior
        to
        the Closing.

       

      
        	
                7.3

              	
                Liabilities

              


      

       

      The
        liabilities of the Company shall in no event exceed $30,000 at
        Closing.

       

      
        	
                7.4

              	
                Members’
                  Certificate

              


      

       

      Buyer
        shall have received a certificate of the Members of the Company, dated the
        Closing Date, substantially in the form attached as Exhibit 7.4,
        certifying that the conditions set forth in Sections 7.1, 7.2, 7.5 and 7.8
        have been fulfilled.

       

      
        	
                7.5

              	
                Material
                  Adverse Change

              


      

       

      Since
        the
        date hereof and through the Closing, there shall not have occurred (or be
        threatened) any material adverse change (a) in the business, operations,
        assets, liabilities, earnings, condition (financial or other), or prospects
        of
        the Company or (b) with respect to the Members or the Interests, and no
        material adverse change shall have occurred (or be threatened) in any domestic
        or foreign laws or regulations affecting the Company or in any third party
        contractual or other business relationships of the Company.


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            24
            -

          
            

          

        

        
           

        

      


       

      


       

      
        	
                7.6

              	
                Due
                  Diligence and Board
                  Approval

              


      

       

      The
        results of Buyer's due diligence investigation of the Company and the Members
        shall be satisfactory in all respects to Buyer and the Board of Directors
        of
        Buyer shall have approved this Agreement and the transactions contemplated
        hereby.

       

      
        	
                7.7

              	
                Approvals
                  and Consents

              


      

       

      All
        transfers of permits or licenses and all approvals, applications or notices
        to
        public agencies, federal, state, local or foreign, the granting or delivery
        of
        which is necessary for the consummation of the transactions contemplated
        hereby
        or for the continued operation of the Company as set forth in the Disclosure
        Schedules, shall have been obtained, and all waiting periods specified by
        law
        shall have passed. All other consents, approvals and notices material to
        the
        consummation of the transactions contemplated by this Agreement shall have
        been
        obtained or delivered. All such transfers, approvals, and consents shall
        be
        satisfactory in all respects to Buyer in its sole and absolute
        discretion.

       

      
        	
                7.8

              	
                Proceedings
                  and Documents

              


      

       

      All
        limited liability company and other proceedings in connection with the
        transactions contemplated hereby and all documents and instruments incident
        to
        such transactions shall have been approved by counsel to Buyer and the
        Buyer.

       

      
        	
                7.9

              	
                Compliance
                  With Laws

              


      

       

      The
        consummation of the transactions contemplated by this Agreement shall be
        legally
        permitted by all laws and regulations to which Buyer is subject.

       

      
        	
                7.10

              	
                Legal
                  Proceedings

              


      

       

      No
        order
        of any court or administrative agency shall be in effect that enjoins,
        restrains, conditions or prohibits consummation of this Agreement, and no
        litigation, investigation or administrative proceeding shall be pending or
        threatened that would enjoin, restrain, condition or prevent consummation
        of
        this Agreement or the transactions contemplated hereby. 

       

      
        	
                7.11

              	
                Delivery
                  of Bill
                  of Sale

              


      

       

      The
        Members shall deliver to Buyer at Closing bills of sale regarding the Interests
        in substantially the form attached as Exhibit
        7.11,
        and
        acceptable to Buyer.

       

      ARTICLE
        VIII - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MEMBERS

       

      The
        obligations of the Members to perform and observe the covenants, agreements
        and
        conditions to be performed and observed by any of them at or before the Closing
        shall be subject to the satisfaction of the following conditions, which may
        be
        expressly waived only in writing signed by the Members.

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            25
            -

          
            

          

        

        
           

        

      


       

      
        	
                8.1

              	
                Accuracy
                  of Representations and
                  Warranties

              


      

       

      Each
        of
        the representations and warranties of Buyer contained in this Agreement and
        the
        other Transaction Documents to which it is a party shall be true and correct
        as
        of the date hereof and at and as of the Closing Date as though made on that
        date, except to the extent such representations and warranties are made as
        of a
        specified date, in which case such representations and warranties shall be
        true
        and correct as of the specified date.

       

      
        	
                8.2

              	
                Performance
                  of Agreements

              


      

       

      Buyer
        shall have performed all obligations and agreements and complied with all
        covenants and conditions contained in this Agreement or any other Transaction
        Document to be performed and complied with by it at or prior to the
        Closing.

       

      
        	
                8.3

              	
                Officers'
                  Certificate

              


      

       

      The
        Company shall have received a certificate of an officer of Buyer, dated the
        Closing Date, substantially in the form attached as Exhibit 8.4,
        certifying
        that the conditions in Sections 8.1, 8.2, 8.4 and 8.6 have been
        fulfilled.

       

      
        	
                8.4

              	
                Material
                  Adverse Change

              


      

       

      Since
        the
        date hereof and through the Closing, there shall not have occurred any material
        adverse change in the business, operations, assets, liabilities, earnings,
        condition (financial or other) of Buyer that would render Buyer unable to
        perform its obligations under the Transaction Documents.

       

      
        	
                8.5

              	
                Approvals
                  and Consents

              


      

       

      All
        transfers of permits or licenses and all approvals, applications or notices
        to
        public agencies, federal, state, local or foreign, required to be obtained
        by
        Buyer for the consummation of the transactions contemplated hereby shall
        have
        been obtained, and all waiting periods specified by law shall have
        passed.

       

      
        	
                8.6

              	
                Proceedings
                  and Documents

              


      

       

      All
        corporate and other proceedings in connection with the transactions contemplated
        hereby and all documents and instruments incident to such transactions shall
        have been approved by counsel to the Members and the Members.

       

      
        	
                8.7

              	
                Compliance
                  With Laws

              


      

       

      The
        consummation of the transactions contemplated by this Agreement shall be
        legally
        permitted by all laws and regulations to which the Company and the Members
        are
        subject.

       

      
        	
                8.8

              	
                Legal
                  Proceedings

              


      

       

      No
        order
        of any court or administrative agency shall be in effect that enjoins,
        restrains, conditions or prohibits consummation of this Agreement, and no
        litigation, investigation or administrative proceeding shall be pending or
        threatened that would enjoin, restrain, condition or prevent consummation
        of
        this Agreement or the transactions contemplated hereby. 


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            26
            -

          
            

          

        

        
           

        

      


       

      


       

      ARTICLE
        IX - TERMINATION, AMENDMENT AND WAIVER

       

      9.1 Termination 

       

      This
        Agreement may be terminated at any time prior to the Closing:

       

      (a) by
        mutual
        written consent of the Members and Buyer;

       

      (b) by
        the
        Company, if Buyer shall have breached any of its representations, warranties
        or
        agreements;

       

      (c) by
        Buyer,
        if the Members shall have breached any of its or their representations,
        warranties or agreements;

       

      (d) by
        either
        the Company or Buyer if the Closing has not occurred by ____________January
        15, 2007; provided, however, that the right to terminate this Agreement under
        this subsection (d) shall not be available to any party whose failure to
        fulfill any obligation under this Agreement has been the cause of, or resulted
        in, the failure of the Closing to occur on or before such date;

       

      (e) by
        either
        the Company or Buyer if there shall be any law or regulation that makes
        consummation of the sale of the Interests by the Members to Buyer illegal
        or
        otherwise prohibited or if any judgment, injunction, order or decree enjoining
        Buyer or the Company from consummating the sale of the Interests by the Members
        to Buyer is entered and such judgment, injunction, order or decree shall
        become
        final and nonappealable; or

       

      (f)
        at
        any time prior to the Closing by Buyer if, at any time in the course of its
        legal, accounting, financial or operational due diligence investigation as
        to
        the Company and the Members, it shall have become aware of any facts or
        circumstances that it was not aware of on the date hereof, or any additional
        facts and circumstances as to matters of which it was aware on the date hereof,
        in either case that would, in the reasonable judgment of Buyer, make it
        inadvisable to consummate the purchase of the Shares and the other transactions
        contemplated hereby.

       

      
        	
                9.2

              	
                Effect
                  of Termination

              


      

       

      In
        the
        event of the termination of this Agreement pursuant to Section 9.1, there
        shall be no further obligation on the part of any party, except that the
        confidentiality obligations under Section 5.2, and Sections 9.2, 11.1,
        11.2, 11.5 and 11.8 shall survive any such termination and nothing shall
        relieve
        any party from liability for any breach.

       

      
        	
                9.3

              	
                Amendment

              


      

       

      Buyer
        and
        the Members may amend, modify or supplement this Agreement at any time, but
        only
        in writing duly executed on behalf of each of the parties to be bound
        thereby.

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            27
            -

          
            

          

        

        
           

        

      


       

      
        	
                9.4

              	
                Waiver

              


      

       

      At
        any
        time prior to the Closing, any party may (a) extend the time for the
        performance of any obligation or other act of any other party, (b) waive
        any inaccuracy in the representations and warranties contained in any
        Transaction Document, or (c) waive compliance with any agreement or
        condition in any Transaction Document. Any such extension or waiver shall
        be
        valid only if set forth in an instrument in writing signed by the party or
        parties to be bound. The failure of any party at any time or times to require
        performance of any provisions shall in no manner affect its right at a later
        time to enforce the same. No waiver by any party of any condition or of any
        breach of any terms, covenants, representations, warranties or agreements
        contained in this Agreement shall be deemed to be a further or continuing
        waiver
        of any such condition or breach in other instances or a waiver of any other
        condition or any breach of any other terms, covenants, representations,
        warranties or agreements.

       

      ARTICLE
        X - SURVIVAL AND INDEMNIFICATION

       

      
        	
                10.1

              	
                Survival

              


      

       

      All
        representations and warranties contained in this Agreement or the other
        Transaction Documents shall survive for a period of ____________three
        (3)
        years following the Closing.
        The
        covenants and agreements contained in this Agreement that contemplate
        performance after the Closing shall survive the Closing and shall continue
        until
        all obligations with respect thereto shall have been performed or satisfied
        or
        shall have been terminated in accordance with their terms.

       

      
        	
                10.2

              	
                Indemnification

              


      

       

      10.2.1 Indemnification
        by the Members

       

      From
        and
        after the Closing Date, the Members shall jointly
        and severally indemnify
        and hold Buyer and its affiliates (the "Buyer
        Indemnified Parties")
        harmless from and against, and shall reimburse Buyer Indemnified Parties
        for,
        any and all losses, damages, debts, liabilities, obligations, judgments,
        orders,
        awards, writs, injunctions, decrees, fines, penalties, taxes, costs or expenses
        (including but not limited to any legal and accounting fees and expenses)
        ("Losses")
        arising out of or in connection with:

       

      (a) any
        inaccuracy in or other breach of any representation or warranty made by the
        Members in this Agreement or in any other Transaction Document;

       

      (b) any
        failure by the Members to perform or comply, in whole or in part, with any
        covenant or agreement in this Agreement or any other Transaction Document
        to
        which it is a party; or

       

      (c) any
        claim, demand, cause of action, suit, proceeding, hearing or investigation
        by
        any person or entity for brokerage or finder's fees or commissions or similar
        payments based upon any agreement or understanding alleged to have been made
        by
        such person or entity directly or indirectly with the Company, any of its
        Members or employees in connection with any of the transactions contemplated
        by
        this Agreement or any other Transaction Document.

       

      10.2.2 Indemnification
        by Buyer

       

      From
        and
        after the Closing Date, Buyer shall indemnify and hold the Members (the
        "Member
        Indemnified Parties")
        harmless from and against, and shall reimburse the Member Indemnified Parties
        for, any and all Losses arising out of or in connection with:


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            28
            -

          
            

          

        

        
           

        

      


       

      


       

      (a) any
        inaccuracy in or other breach of any representation or warranty made by Buyer
        in
        this Agreement or in any other Transaction Document;

       

      (b) any
        failure by Buyer to perform or comply, in whole or in part, with any covenant
        or
        agreement in this Agreement or any other Transaction Document to which it
        is a
        party.

       

      
        	
                10.3

              	
                Limitations

              


      

       

      (a) Any
        claim
        for indemnification must be asserted as provided in Section 10.4 within
        three years from the Closing, otherwise, this Article X shall be null, void
        and without effect.

       

      (b) In
        no
        event shall any party be indemnified for any Loss to the extent it is covered
        by
        insurance.

       

      
        	
                10.4

              	
                Procedure
                  for Indemnification

              


      

       

      10.4.1 Claim
        Notice

       

      The
        Member Indemnified Parties together with Buyer Indemnified Parties, are
        sometimes referred to herein as the "Indemnified
        Parties.
        " In
        the event that any Indemnified Party sustains or incurs any Losses in respect
        of
        which indemnification may be sought pursuant to this Article X, such
        Indemnified Party may assert a claim for indemnification by giving written
        notice (the "Claim
        Notice")
        to the
        indemnifying party, which will describe in reasonable detail the facts and
        circumstances on which the asserted claim for indemnification is based. The
        Claim Notice will also specify how the Indemnified Party intends to recover
        such
        funds pursuant to this Agreement. Unless the claim described in the Claim
        Notice
        is contested by the indemnifying party by written notice to the Indemnified
        Party of the amount of the claim that is contested, given within 30 days of
        the receipt of the Claim Notice, the Indemnified Party may recover such
        undisputed amount of the claim described in the Claim Notice. 

       

      10.4.2 Dispute
        Notice

       

      If,
        within thirty (30) days of the receipt by the indemnifying party of the
        Claim Notice, the indemnifying party contests in writing to the Indemnified
        Party that such Loss constitutes an indemnifiable claim (the "Dispute
        Notice"),
        then
        the Indemnified Party and the indemnifying party, acting in good faith, shall
        attempt to reach agreement with respect to such claim. If the Indemnified
        Party
        and the indemnifying party should so agree, a memorandum setting forth such
        agreement shall be prepared and signed by the Indemnified Party and the
        indemnifying party.

       


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            29
            -

          
            

          

        

        
           

        

      


       

      10.4.3 Third-Party
        Claims

       

      With
        respect to claims for indemnification resulting from or in connection with
        any
        legal proceeding commenced by a third party, the Indemnified Party will give
        the
        Claim Notice to the indemnifying party no later than ten (10) days prior
        to the
        time any initial answer or response to the asserted claim is legally required
        under any applicable court or procedural rule. Nothing in this
        Section 10.4.3 limits in any way the right of the Indemnified Party to
        defend against any claim or litigation in such manner as it may deem
        appropriate, including, but not limited to, settling the claim or litigation
        (after giving notice of the same to the indemnifying party) on such terms
        as the
        Indemnified Party may in good faith deem appropriate (provided, however,
        that no
        such settlement shall occur without the indemnifying party's prior written
        consent, which shall not be unreasonably withheld). The indemnifying party
        will,
        subject to the limitations set forth in Section 10.3, promptly indemnify
        the Indemnified Party in accordance with the provisions of this Article X
        and the Escrow Agreement.

       

      
        	
                10.5

              	
                Investigations;
                  Waivers

              


      

       

      An
        Indemnified Party's right to indemnification provided for in this Article X
        will remain in effect notwithstanding any investigation at any time by or
        on
        behalf of any party or any waiver by any party of any condition to such party's
        obligations to consummate the transactions contemplated hereby.

       

      ARTICLE
        XI - GENERAL

       

      
        	
                11.1

              	
                Expenses

              


      

       

      Whether
        or not the transactions contemplated by this Agreement are consummated, each
        party shall each pay its own fees and expenses for the negotiation, preparation
        and carrying out of this Agreement and the other Transaction Documents
        (including legal and accounting fees and expenses).

       

      
        	
                11.2

              	
                Consequential
                  Damages

              


      

       

      No
        party
        shall be liable to the other parties for any special, indirect, incidental
        or
        consequential damages resulting from any breach of this Agreement.

       

      
        	
                11.3

              	
                Assignment

              


      

       

      This
        Agreement shall not be assigned by operation of law or otherwise, except
        that
        Buyer may assign all or any of its rights and obligations to any of its
        affiliates. In the event of any such permitted assignment, Buyer shall guarantee
        the performance of such obligations by such assignee.

       

      
        	
                11.4

              	
                Notices

              


      

       

      Unless
        otherwise provided, any notice under this Agreement shall be given in writing
        and shall be deemed effectively given (a) upon personal delivery to the
        party to be notified, (b) upon confirmation of receipt by fax by the party
        to be notified, (c) one business day after deposit with a reputable
        overnight courier, prepaid for overnight delivery and addressed as set forth
        in
        (d), or (d) three days after deposit with the U.S. Post Office, postage
        prepaid, registered or certified with return receipt requested and addressed
        to
        the party to be notified at the address indicated for such party below, or
        at
        such other address as such party may designate by 10 days' advance written
        notice to the other parties given in the foregoing manner.

      



      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            30
            -

          
            

          

        

        
           

        

      


      If
        to the
        Buyer:                                    
Premier
        Data Services, Inc.

      8310
        South Valley Highway, Suite 220

      Englewood,
        CO 80112

      Attention:
        Richard V. Souders

      President
        and CEO

      


      With
        a
        copy
        to:                                   
Castle
        Meinhold & Stawiarski, LLC

      999
        18th
        Street, Suite 2201

      Denver,
        CO 80220

      Attention:
        Thomas S. Smith, Esq.

      


      If
        to the
        Members:                               
Land
        Links Company, Ltd.

      7820
        Pan
        American Fwy. NE # 4

      Albuquerque,
        NM 87109

      Attention:
        David M. King and Glen W. Thurow

       

      Note:
        Determine if arbitration is desired.

       

      Alt.
        1

       

      
        	
                11.5

              	
                Governing
                  Law; Jurisdiction; Venue

              


      

       

      This
        Agreement shall be governed by and construed under the laws of the state
        of
        Colorado without
        regard to principles of conflict of laws. The parties irrevocably consent
        to the
        jurisdiction and venue of the state and federal courts located in Denver,
        Colorado in
        connection with any action relating to this Agreement.

       

      
        	
                11.6

              	
                Successors
                  and Assigns

              


      

       

      The
        terms
        and conditions of this Agreement shall inure to the benefit of and be binding
        on
        the respective successors and assigns of the parties.

       

      
        	
                11.7

              	
                Severability

              


      

       

      If
        one or
        more provisions of this Agreement are held to be unenforceable under applicable
        law, such provision shall be excluded from this Agreement, and the balance
        of
        this Agreement shall be interpreted as if such provision were so excluded
        and
        shall be enforceable in accordance with its terms.

       

      
        	
                11.8

              	
                Entire
                  Agreement; Counterparts

              


      

       

      This
        Agreement constitutes the entire agreement among the parties with respect
        to
        this subject matter and supersedes all
        prior
        agreements and undertakings, both written and oral, among the parties with
        respect to this subject matter, including, but not limited to, the Letter
        of
        Intent, dated October 25, 2006, between Buyer the Company. This Agreement
        may be
        executed in two or more counterparts, which together shall constitute one
        instrument.

       

      


       

      [SIGNATURE
        PAGE FOLLOWS]


      
        
          Interest
            Purchase Agreement 

           

        

        
          -
            31
            -

          
            

          

        

        
           

        

      


       

      IN
        WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement
        effective as of the date and year first above written.

      


      BUYER:

      


      PDS
        GIS/LIS, Inc., a 

      Delaware
        corporation

      


       

      By: /s/
        Richard V. Souders   

      Richard
        V. Souders, President and CEO

      


      


      


      MEMBERS:

      


      /s/
        David M. King

       David
        M. King 

      


      


      /s/
        Glen w. Thurow

       Glen
        W. Thurow


      
        
          
            Stock
              Purchase Agreement 

          

           

        

        
          -
            32
            -

          
            

          

        

        
           

          
            


          

        

      



      List
        of Exhibits and Schedules

      


      Exhibits

      


      Exhibit
        2.2.2 - Registration Rights and Lock-Up Agreement

      Exhibit
        7.4 - Members’ Certificate

      Exhibit
        7.11 - Bill of Sale David
        M.
        King; Bill of Sale Glen W. Thurow

      Exhibit
        8.4 - Officer’s Certificate (Buyer)

      


      Disclosure
        Schedules of the Members

      


      Schedule
        3.6 - Operating Lease Liabilities

      Schedule
        3.9(a) - Real Property (owned, leased, rented or used by the
        Company)

      Schedule
        3.9(b) - Personal Property (owned, leased, rented or used by the Company
        and
        having a value in

      excess
        of
        $2,000)

      Schedule
        3.10 - Material Contracts (all material contracts, agreements, arrangements
        of
        the Company)

      Schedule
        3.11 - Customers (material customers of the Company)

      Schedule
        3.15 - Employee Benefit Plans (benefit plans of the Company)

      Schedule
        3.17.2 - Third Party Technology; Third Party Licenses (used in the Company's
        business)

      Schedule
        3.17.3 - Trademarks (trademarks, trade names, brand names of the
        Company)

      Schedule
        3.17.4 - IP Registrations (all patents, patent applications, copyright
        registrations, trademark

      applications
        of the Company)

      Schedule
        3.17.8 - Domain Names (all websites of the Company)

      Schedule
        3.20 - Permits; Registrations (all governmental approvals, authorizations,
        consents, licenses, orders, 

      registrations
        and permits of the Company)

      Schedule
        3.22 - Insurance Policies (all insurance policies of the Company)

      Schedule
        3.26 - Bank Accounts (all accounts and account signatories of the
        Company)

      


    

    -
      33 -