ASSET
PURCHASE AGREEMENT

     

    by
and between

     

    AXIOLOGIX
EDUCATION CORPORATION

     

    and

     

    EDUMEDIA
SOFTWARE SOLUTIONS CORPORATION

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ASSET
PURCHASE AGREEMENT

     

    ASSET
PURCHASE AGREEMENT, dated as of January 24, 2011 (this “Agreement”), by and
between Axiologix Education Corporation, a Nevada corporation (“Buyer”) and Edumedia
Software Solutions Corporation, a New York corporation ("Seller").

     

    WITNESSTH:

     

    WHEREAS,
Seller conducts a business which develops, owns, markets and sells a web based,
electronic portfolio and assessment development software application for
students and educators under the trade name “E*Pad” (the “Business”);
and

     

    WHEREAS,
Buyer desires to purchase substantially all of the assets of the Business from
Seller, and Seller desires to sell substantially all of the assets of the
Business to Buyer, upon the terms and subject to the conditions hereinafter set
forth;

     

    NOW,
THEREFORE, the parties hereto agree as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    Section
1.01        Definitions.

     

    (a)           The
following terms, as used herein, have the following meanings:

     

    “Closing Date” means
the date of the Closing.

     

    “Environmental Laws”
means any and all federal, state, local and foreign statutes, laws (including
common or case law), regulations, ordinances, rules, judgments, judicial
decisions, orders, decrees, codes, plans, injunctions, permits, concessions,
grants, franchises, licenses, agreements or governmental restrictions, relating
to the environment or to emissions, discharges or releases of pollutants,
contaminants, petroleum or petroleum products, chemicals or industrial, toxic,
radioactive or hazardous substances or wastes into the environment, including
(without limitation) ambient air, surface water, ground water, or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, petroleum
or petroleum products, chemicals or industrial, toxic, radioactive or hazardous
substances or wastes or the clean-up or other remediation thereof.

     

    “Intellectual Property
Right” means any trademark, service mark, registration thereof or
application for registration therefore, trade name, invention, patent, patent
application, trade secret, know-how, copyright, copyright registration,
application for copyright registration, or any other similar type of proprietary
intellectual property right, in each case which is owned or licensed by Seller
or any affiliate of Seller and used or held for use in the
Business.

     

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

     

    
      
         

      

      
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     “Permitted Lien” means
(i) Liens for taxes not yet due or being contested in good faith, or (ii) Liens
which do not materially detract from the value of any Purchased Asset as now
used, or materially interfere with any present or intended use of any Purchased
Asset.

     

    “Person” means an
individual, a corporation, a limited liability company, a partnership, an
association, a trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality.

     

    “Post-Closing Tax
Period” means any Tax period (or portion thereof) ending after the
Closing Date.

     

    “Pre-Closing Tax
Period” means any Tax period (or portion thereof) ending on or before the
close of business on the Closing Date.

     

    "Taxes" means any net
income, alternative or add-on minimum tax, gross income, gross receipts, sales,
uses, ad valorem, franchise, capital, paid-up capital, profits, greenmail,
license, withholding, payroll, employment, excise, severance, stamp, occupation,
premium, property, environmental or windfall profit tax, custom, duty or other
tax, governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest or any penalty, addition to tax or additional amount
imposed by any governmental authority (domestic or foreign) responsible for the
imposition of any such tax.

     

    (b)    Each
of the following terms is defined in the Section set forth opposite such
term:

     

    
      
        	
                Term

              	 
      	
                Section

              
	
                Assumed
      Liabilities

              	 
      	
                2.03

              
	
                Benefit
      Arrangements

              	 
      	
                3.14(c)

              
	
                Business

              	 
      	
                Recitals

              
	
                Buyer
      Shares

              	 
      	
                2.06

              
	
                Closing

              	 
      	
                2.07

              
	
                Commission

              	 
      	
                3.22(a)

              
	
                Commission
      Documents

              	 
      	
                4.05

              
	
                Contracts

              	 
      	
                2.01(b)

              
	
                Damages

              	 
      	
                7.02

              
	
                Employee
      Benefit Plan

              	 
      	
                3.14(c)

              
	
                Excluded
      Assets

              	 
      	
                2.02

              
	
                Excluded
      Liabilities

              	 
      	
                2.04

              
	
                Governmental
      Entity

              	 
      	
                3.03

              
	
                Material
      Adverse Effect

              	 
      	
                3.01

              
	
                Permits

              	 
      	
                3.10

              
	
                Purchased
      Assets

              	 
      	
                2.01

              
	
                Purchase
      Price

              	 
      	
                2.06

              
	
                Securities
      Act

              	
                  

              	
                2.07

              


      

    

     


    
      
         

      

      
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    ARTICLE
II

    PURCHASE
AND SALE

     

    Section
2.01   Purchase
and Sale.  Upon the terms and subject to the conditions of this
Agreement, Buyer agrees to purchase from Seller and Seller agrees to sell,
transfer, assign and deliver, or cause to be sold, transferred, assigned and
delivered, to Buyer at Closing, free and clear of all Liens, other than
Permitted Liens, all of the assets, properties and business, other than the
Excluded Assets, of every kind and description, wherever located, real, personal
or mixed, tangible or intangible, owned, held or used in the conduct of the
Business by Seller as the same shall exist on the Closing Date, including all of
the assets shown on the Seller Balance Sheet and not disposed of in the ordinary
course of business, and all assets of the Business thereafter acquired by Seller
(the “Purchased
Assets”), and including, without limitation, all right, title and
interest of Seller in, to and under:

     

    (a)           All
personal property and interest therein, including equipment, furniture, office
equipment, communications equipment;

     

    (b)           All
rights under all contracts, agreements, leases, licenses, commitments, sales and
purchase orders and other instruments, including without limitation the items
listed on Sections
3.09 and 3.14 of the Seller Disclosure Schedule (collectively, the “Contracts”);

     

    (c)           All
accounts, notes and other receivables;

     

    (d)           All
prepaid expenses to the extent relating to the operation of the
Business;

     

    (e)           All
of Seller’s rights, claims, credits, causes of action or rights of set-off
against third parties relating to the Purchased Assets, including (without
limitation) un-liquidated rights under manufacturers’ and vendors’
warranties;

     

    (f)           All
patents, copyrights, trademarks, trade names, service marks, service names,
technology know-how, processes, trade secrets, inventions, proprietary data,
formulae, research and development data, computer software programs and other
intangible property and any applications for the same used in the Business,
including (without limitation) the items listed on Section 3.13 of the
Seller Disclosure Schedule;

     

    (g)           All
domain names and URLs used in connection with the Business;

     

    (h)           All
transferable licenses, permits or other governmental authorizations affecting,
or relating in any way to, the Business, including (without limitation) the
items listed on Section 3.10 of the
Seller Disclosure Schedule;

     

    (i)           All
books, records, files and papers, whether in hard copy or computer format, used
in the Business, including (without limitation) engineering information, sales
and promotional literature, manuals and data, sales and purchase correspondence,
lists of present and former suppliers, lists of present and former customers,
and any information relating to Tax imposed on the Purchased
Assets;

     

    
      
         

      

      
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    (j)           All
computer software programs and data used in connection with the Business;
and

     

    (k)          All
goodwill associated with the Business or the Purchased Assets, together with the
right to represent to third parties that Buyer is the successors to the
Business.

     

    Section
2.02        Excluded
Assets.  Buyer expressly understands and agrees that the
following assets and properties of Seller (the “Excluded Assets”)
will be excluded from the Purchased Assets:

     

    (a)          All
minute books and ownership records of Seller; and

     

    (b)          Any
Purchased Assets sold or otherwise disposed of in the ordinary course of the
operation of the Business and not in violation of any provisions of this
Agreement during the period from the date hereof until the Closing
Date.

     

    Section
2.03        Assumption
of Liabilities.  Upon the terms and subject to the conditions
of this Agreement, Buyer agrees, effective at the time of the Closing to assume
all obligations of Seller to be performed after the Closing under the Contracts,
but specifically excluding any liability or obligation that arises out of or
relates to any breach that occurred on or before the Closing Date (the “Assumed
Liabilities”).

     

    Section
2.04        Excluded
Liabilities.  Notwithstanding any provision in this Agreement
or any other writing to the contrary, Buyer is assuming only the Assumed
Liabilities and is not assuming any other liability or obligation of Seller (or
any predecessor owner of all or part of its business and assets) of whatever
nature whether presently in existence or arising hereafter.  All such
other liabilities and obligations shall be retained by and remain obligations
and liabilities of Seller (all such liabilities and obligations not being
assumed being herein referred to as the “Excluded
Liabilities”), and, notwithstanding anything to the contrary in this
Section 2.04,
none of the following shall be Assumed Liabilities for the purposes of this
Agreement:

     

    (a)           Any
liability or obligation for Tax arising from or with respect to the Purchased
Assets or the operations of the Business which is incurred in or attributable to
the Pre-Closing Tax Period;

     

    (b)           Any
liability or obligation under the Contracts that arises after the Closing Date
but that arises out of or relates to any breach that occurred on or before the
Closing Date;

     

    (c)           Any
liability or obligation relating to employee benefits or compensation
arrangements existing on or prior to the Closing Date; and

     

    (d)           Any
liability or obligation relating to an Excluded Asset.

     

    
      
         

      

      
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    Section
2.05           Assignment
of Contracts and Rights.  Anything in this Agreement to the
contrary notwithstanding, this Agreement shall not constitute an agreement to
assign any Purchased Asset or any claim or right or any benefit arising
thereunder or resulting therefrom if an attempted assignment thereof, without
the consent of a third party thereto, would constitute a breach or other
contravention thereof to in any way adversely affect the rights of Buyer or
Seller thereunder.  Each of Seller and Buyer will use their best
efforts (but without any payment of money by Seller or Buyer) to obtain the
consent of the other parties to any such Purchased Asset or any claim or right
or any benefit arising thereunder for the assignment thereof to Buyer as Buyer
may request.  If such consent is not obtained, or if an attempted
assignment thereof would be ineffective or would adversely affect the rights of
Seller thereunder so that Buyer would not in fact receive all such rights, each
of Seller and Buyer will cooperate in a mutually agreeable arrangement under
which Buyer would obtain the benefits and assume the obligations thereunder in
accordance with this Agreement, including subcontracting, sublicensing, or
subleasing to Buyer, or under which Seller would enforce for the benefit of
Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller
against a third party thereto.  Seller will promptly pay to Buyer when
received all monies received by Seller under any Purchased Asset or any claim or
right or any benefit arising thereunder.  In such event, Seller and
Buyer shall, to the extent the benefits therefrom and obligations thereunder
have not been provided by alternative arrangements satisfactory to Buyer and
Seller, negotiate in good faith an adjustment in the consideration paid by Buyer
for the Purchased Assets.

     

    
      Section
2.06        Purchase Price; Allocation
of Purchase Price.

    

     

    The
purchase price for the Purchased Assets (the “Purchase Price”)
is:

     

    (i)           
10,000,000 authorized, but unissued, shares of Common Stock, par value $0.001
per share, of Buyer (the “Buyer Shares”);
and

     

    (ii)           $120,000
in cash, which will be payable by Buyer to Seller in weekly installments of
$2,500 commencing on the Closing Date (the “Cash
Portion”).

     

    Section
2.07        Closing.  The
closing (the “Closing”) of the
purchase and sale of the Purchased Assets and the assumption of the Assumed
Liabilities hereunder shall take place at the offices of Buyer in Egg Harbor
Township, New Jersey as soon as possible, but in no event later than three
business days, after the satisfaction of the conditions set forth in Article VI,
or at such other time or place as Buyer and Seller may agree.  At the
Closing,

     

    (a)           Buyer
shall deliver to Seller stock certificates representing the Buyer
Shares;

    


    (b)           Buyer
shall deliver the first installment of the Cash Portion to Seller;

    


    (c)           Seller
and Buyer shall enter into an Assignment and Assumption Agreement substantially
in the form attached hereto as Exhibit A;
and

    


    (d)           Seller
shall deliver to Buyer such deeds, bills of sale, assignment, certificates or
title, documents and other instruments of transfer and conveyance as may
reasonably be requested by Buyer, each in form and substance satisfactory to
Buyer and its legal counsel and executed by Seller.

     

    
      
         

      

      
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    Buyer and
Seller agree that, effective as of the Closing, the Exclusive Worldwide Reseller
Agreement between Buyer and Seller is terminated and of no further force or
effect.

    


    All Buyer
Shares to be issued hereunder shall be deemed “restricted securities” as
defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as
amended (the “Securities
Act”).  All Buyer Shares to be issued under the terms of this
Agreement shall be issued pursuant to an exemption from the registration
requirements of the Securities Act, under Section 4(2) of the Securities Act and
the rules and regulations promulgated thereunder.  Certificates
representing the Buyer Shares to be issued hereunder shall bear a restrictive
legend in substantially the following form:

    


    The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be offered for sale, sold, or
otherwise disposed of, except in compliance with the registration provisions of
such Act or pursuant to an exemption from such registration provisions, the
availability of which is to be established to the satisfaction of the
Company.

    


    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Seller
hereby represents and warrants to Buyer that:

     

    Section
3.01        Organization.  Seller  is
a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization and has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted.  Seller is duly qualified or licensed and in
good standing to do business in each jurisdiction in which the property owned,
leased or operated by it or the nature of the business conducted by it makes
such qualification or licensing necessary, except in such jurisdictions where
the failure to be so duly qualified or licensed and in good standing would not
in the aggregate have a material adverse effect on the business, assets,
condition (financial or otherwise), results of operations or prospects (a “Material Adverse
Effect”) of the Business.

     

    Section
3.02        Authorization.  The
execution, delivery and performance by Seller of this Agreement and the
consummation by it of the transactions contemplated hereby are within its
organizational powers and have been duly authorized by all necessary
organizational action of Seller.  This Agreement has been duly and
validly executed and delivered by Seller and constitutes a valid and binding
agreement of Seller, enforceable against it in accordance with its
terms.

     

    Section
3.03        Governmental
Authorization; Consents.

     

    (a)           The
execution, delivery and performance by Seller of this Agreement require no
action by or in respect of, or filing with, any governmental body, agency,
official or authority (a “Governmental
Entity”).

     

    
      
         

      

      
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    (b)           Except
as set forth on Section 3.03 of the
Seller Disclosure Schedule, no consent, approval, waiver or other action by any
Person (other than any governmental body, agency, official or authority referred
to in (a) above) under any contract, agreement, indenture, lease, instrument, or
other document to which Seller is a party or by which it is bound is required or
necessary for the execution, delivery and performance of this Agreement by
Seller or the consummation of the transactions contemplated hereby.

     

    Section
3.04        Non-Contravention.  The
execution, delivery and performance by Seller of this Agreement do not and will
not (i) contravene or conflict with the articles of incorporation or bylaws of
Seller, (ii) contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, injunction, order or decree binding
upon or applicable to Seller; (iii) constitute a default under or give rise to
any right of termination, cancellation or acceleration of any right or
obligation of Seller or to a loss of any benefit to which Seller is entitled
under any provision of any agreement, contract, or other instrument binding upon
Seller or any license, franchise, permit or other similar authorization held by
Seller or (iv) result in the creation or imposition of any Lien on any Purchased
Asset.

     

    Section
3.05        Sufficiency
of and Title to Purchased Assets.

     

    (a)           The
Purchased Assets constitute, and on the Closing Date will constitute, all or the
assets or property used or held for use in the Business.

     

    (b)           Upon
consummation of the transaction contemplated hereby, Buyer will have acquired
good and marketable title in and to, or a valid leasehold interest in, each of
the Purchased Assets, free and clear of all Liens, except for Permitted
Liens.

     

    Section
3.06        No
Undisclosed Liabilities.  Except as and to the extent set forth
in Section 3.06 of
the Seller Disclosure Schedule, there are no liabilities of the Business of any
kind whatsoever, whether accrued, contingent, absolute, determined, determinable
or otherwise, and there is no existing condition, situation or set of
circumstances which could reasonably be expected to result in such a
liability.

     

    Section
3.07        Properties.  Seller
has good and marketable title to, or in the case of leased property has valid
leasehold interests in, all Purchased Assets (whether real or personal, tangible
or intangible) reflected on the Seller Balance Sheet or acquired after the
Seller Balance Sheet Date, except for properties and assets sold since the
Seller Balance Sheet Date in the ordinary course of business consistent with
past practices or as contemplated by this Agreement.  No Purchased
Asset is subject to any Lien, except:

     

    (a)  Liens
disclosed on the Seller Balance Sheet;

     

    (b)  Liens
for taxes not yet due or being contested in good faith (and for which adequate
accruals or reserves have been established on the Seller Balance Sheet);
or

     

    (c)  Liens
which do not materially detract from the value of such property or assets as now
used.

     

    
      
         

      

      
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    Section
3.08        Litigation.  Except
as set forth in Section 3.08 of the
Seller Disclosure Schedule, there is no action, suit, investigation, proceeding,
review pending against, or to the knowledge of Seller threatened against or
affecting, the Business or any Purchased Asset before any court or arbitrator or
any Governmental Entity which, if determined or resolved adversely in accordance
with the plaintiff’s demands, could reasonably be expected to have a Material
Adverse Effect of the Business or which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay the transactions contemplated
hereby.

     

    Section
3.09        Material
Contracts.

     

    (a)  Except
for agreements, contracts, plans, leases, arrangements or commitments set forth
in Section 3.09
of the Seller Disclosure Schedule, with respect to the Business, Seller is not a
party to or subject to:

     

    (i)       Any
lease providing for annual rentals of $1,000 or more;

     

    (ii)  Any
contract for the purchase of materials, supplies, goods, services, equipment or
other assets providing for annual payments by Sellers of $1,000 or
more;

     

    (iii)  Any
sales, distribution or other similar agreement providing for the sale by Seller
of materials, supplies, goods, services, equipment or other assets that provides
for annual payments to Seller of $1,000 or more;

     

    (iv)   Any
partnership, joint venture or other similar contract or
arrangement;

     

    (v)  Any
contract relating to indebtedness for borrowed money or the deferred purchase
price of property (whether incurred, assumed, guaranteed or secured by any
asset), except contracts relating to indebtedness incurred in the ordinary
course of business in an amount not exceeding $1,000;

     

    (vi)  Any
license agreement, franchise agreement or agreement in respect of similar rights
granted to or held by Seller;

     

     (vii)   Any
agency, dealer, reseller, sales representative or similar
agreement;

     

    (viii)  Any
agreement, contract or commitment that substantially limits the freedom of
Seller to compete in any line of business or with any Person or in any area or
to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any
Purchased Asset or which would so limit the freedom of Buyer after the Closing
Date;

     

    (ix)      Any
agreement, contract or commitment which is or relates to an agreement with or
for the benefit of any affiliate of Seller; or

     

    (x)  Any
other contract or commitment not made in the ordinary course of business that is
material to Seller.

     

    
      
         

      

      
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    (b)  Each
agreement, contract, plan, lease, arrangement and commitment required to be
disclosed on Section
3.09 of the Seller Disclosure Schedule is a valid and binding agreement
of Seller and is in full force and effect, and neither Seller nor any other
party thereto is in default in any material respect under the terms of any such
agreement, contract, plan, lease, arrangement or commitment, nor to the
knowledge of Seller, has any event or circumstance occurred that, with notice or
lapse of time or both, would constitute any event of default
thereunder.

     

    Section
3.10        License
and Permits.   Section 3.10 of the
Seller Disclosure Schedule correctly describes each license, franchise, permit
or other similar authorization affecting, or relating in any way to, the
Business, together with the name of the Governmental Entity issuing such license
or permit (the “Permits”).  Except
as set forth on Section 3.12 of the
Seller Disclosure Schedule, such Permits are valid and in full force and effect
and are transferable by Seller, and none of the Permits will be terminated or
impaired or become terminable as a result of the transactions contemplated
hereby.  Upon consummation of such transactions, Buyer will have all
right, title and interest to all such Permits.

     

    Section
3.11        Compliance
with Laws.  Seller is not in violation of, has not violated,
and to Seller’s knowledge, is not under investigation with respect to or has
been threatened to be charged with or given notice of any violation of, any law,
rule, ordinance or regulation, or judgment, order or decree entered by any
court, arbitrator or Governmental Entity applicable to the Purchased Assets or
the conduct of the Business.

     

    Section
3.12        Receivables.  All
accounts, notes receivable and other receivables included in the Purchased
Assetsarising from or otherwise relating to the Business at the Closing Date
will be, valid genuine and fully collectible in the aggregate amount thereof,
subject to normal and customary trade discounts, less any reserves for
doubtful.

     

    Section
3.13        Intellectual
Property.

     

    (a)           Section 3.13 of the
Seller Disclosure Schedule sets forth a list of all Intellectual Property
Rights, specifying as to each, as applicable: (i) the nature of such
Intellectual Property Right, (ii) the owner of such Intellectual Property Right,
(ii) the jurisdictions by or in which such Intellectual Property Right is
recognized without regard to registration or has been issued or registered or in
which an application for such issuance or registration has been filed, including
the respective registration or application numbers; and (iv) material licenses,
sublicenses and other agreements as to which Seller or any of its affiliates is
a party and pursuant to which any Person is authorized to use such Intellectual
Property Right, including the identity of the parties thereto and a description
of the nature and subject matter thereof.

     

    (b)           Seller
exclusively owns, and after the Closing, Buyer will exclusively own, free and
clear of all Liens, all right, title, interest in and to the Intellectual
Property Rights needed to operate the Business as currently conducted and
currently proposed to be conducted.

     

    (c)           (i)   Seller
has not during the five years preceding the date of this Agreement been sued or
charged in writing with or been a defendant in any claim, suit, action or
proceeding relating to the Business that has not been finally terminated prior
to the date hereof and that involves a claim of infringement of patents,
trademarks, service marks or copyrights, and (ii) Seller has no knowledge of any
other claim or infringement by Seller, and no knowledge of any continuing
infringement by any other Person of any Intellectual Property
Rights.  No Intellectual Property Right is subject to any outstanding
order, judgment, decree, stipulation or agreement restricting the use thereof by
Seller with respect to the Business or restricting the licensing thereof by
Seller to any Person.  Seller has not entered into any agreement to
indemnify any other Person against any charge of infringement of any patent,
trademark, service mark or copyright.

     

    
      
         

      

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

     

    Section
3.14        Employees.

     

    (a)           Section 3.14 of the
Seller Disclosure Schedule sets forth a true and complete list of the names,
titles, and compensation of all employees of the Business. Seller does not have
any collective bargaining arrangements or agreements covering any of employees
of the Business.

    


    (b)  Except as set forth on
Section 3.14 of
the Seller Disclosure Schedule, Seller has no employment contract, agreement
regarding proprietary information, non-competition agreement, non-solicitation
agreement, confidentiality agreement, or any other similar contract or
restrictive covenant, relating to the right of any employee or consultant of the
Business.

    


    (c)           Except
as set forth in Section 3.14 of the
Seller Disclosure Schedule, Seller does not have, or contribute to, any pension,
profit-sharing, option, other incentive plan, or any other type of Employee
Benefit Plan (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)), or have any
obligation to or customary arrangement with employees of the Business for
bonuses, incentive compensation, vacations, severance pay, sick pay, sick leave,
insurance, service award, relocation, disability, tuition refund, or other
benefits, whether oral or written (collectively, “Benefit
Arrangements”).    Neither Seller nor any affiliate
has incurred with respect to any Employee Benefit Plan any liability to the
Pension Benefit Guaranty Corporation or other liability that could become, after
the Closing Date, an obligation of Buyer or any of its affiliates.

    


    Section
3.15        Environmental
Compliance.
Seller has obtained all material approvals, authorization, certificates,
consents, licenses, orders and permits or other similar authorizations of all
governmental authorities, or from any other person, that are required under
any  Environmental Laws in connection with the
Business.  There are no past or present events, conditions,
circumstances, incidents, actions or omissions relating to or in any way
affecting the Business or any Purchased Asset that violate or may violate any
Environmental Law after the Closing Date or that may give rise to any
environmental liability, or otherwise form the basis of any claim, action,
demand, suit, proceeding, hearing, study or investigation (i) under any
Environmental Law, or (ii) based on or related to the manufacture, processing,
distribution, use, treatment, storage (including without limitation underground
storage tanks), disposal, transport or handling, or the emission, discharge,
release or threatened release of any hazardous substance.

     

    
      
         

      

      
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    Section
3.16         Tax
Matters.  Except as set forth in Section 3.16 of the
Seller Disclosure Schedule:

     

    (a)           Seller
has timely paid all Taxes, and all interest and penalties due thereon and
payable by it for the Pre-Closing Tax Period which will have been required to be
paid on or prior to the Closing Date, the non-payment of which would result in a
Lien on any Purchased Asset, would otherwise adversely affect the Business or
would result in Buyer becoming liable or responsible therefore.

     

    (b)           Seller
has established, in accordance with generally accepted accounting principles
applied on a basis consistent with that of preceding periods, adequate reserves
for the payment of, and will timely pay all Tax liabilities, assessments,
interest and penalties which arise from or with respect to the Purchased Assets
or the operation of the Business and are incurred in or attributable to the
Pre-Closing Tax Period, the non-payment of which would result in a Lien on any
Purchased Asset, would otherwise adversely affect the Business or would result
in Buyer becoming liable or responsible therefore.

     

    Section
3.17        Books and
Records.  The records and
documents of Seller accurately reflect in all material respects the information
relating to the Business, the location of the Purchased Assets, and the nature
of all transactions giving rise to the obligations or accounts receivable of the
Business.

     

    Section
3.18        Finders’
Fees.  There is no investment banker, broker, finder or other
intermediary that has been retained by or is authorized to act on behalf of
Seller who might be entitled to any fee or commission from Buyer or any of its
affiliates upon consummation of the transactions contemplated by this
Agreement.

     

    Section
3.19        Absence
of Certain Relationships.   None of (a)
Seller, (b) any director or executive officer of Seller, or (c) any member of
the immediate family of the Persons listed in (b) of this sentence, has any
financial or employment interest in any subcontractor, supplier, or customer of
the Business (other than holdings in publicly held companies of less than 2% of
the outstanding capital stock of any such publicly held company).

     

    Section
3.20        No
Questionable Payments.  Neither Seller, nor any officer, agent,
employee, or other person associated with, or acting on behalf of, Seller, nor
any member of Seller has, directly or indirectly:  used any corporate
funds for unlawful contributions, gifts, entertainment, or other unlawful
expenses relating to political activity; made any unlawful payment to foreign or
domestic government officials or employees or to foreign or domestic political
parties or campaigns from corporate funds; violated any provision of the Foreign
Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff,
influence payment, kickback, or other unlawful payment.

     

    Section
3.21        Completeness
of Disclosure.  No representation or warranty by Seller or in
this Agreement contains or, and at the Closing Date will contain, an untrue
statement of material fact or omits or, at the Closing Date, will omit to state
a material fact required to be stated therein or necessary to make the
statements made not misleading.

     

    
      
         

      

      
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    Section
3.22        Investment
Representations and Covenants.

     

    (a)           Seller
is acquiring the Buyer Shares for investment for its own account and not with a
view to distribution or resale thereof, and it will not sell or otherwise
transfer the Buyer Shares except in accordance with the provisions of the
Securities Act and the rules and regulations promulgated under the Securities
Act by the Securities and Exchange Commission (the “Commission”) and all
applicable provisions of state securities laws and
regulations.  Seller further acknowledges that it understands the
foregoing to mean that it will not sell or otherwise transfer any Buyer Shares
unless such securities are registered under the Securities Act and any other
applicable federal or state securities laws, or it obtains an opinion of counsel
satisfactory to Buyer (both as to the issuer of the opinion and the form and
substance thereof) that the Buyer Shares may be transferred in reliance on an
applicable exemption from the registration requirements of such
laws.

     

    (b)           Seller
understands that acquisition of the Buyer Shares is a speculative investment
involving a high degree of risk of the loss, and it is qualified by knowledge
and experience to evaluate investments of this type.  It further
acknowledges that it has carefully considered the potential risks relating to an
investment in the Buyer Shares.

     

    (c)           Seller
is able to bear the economic risk of losing its entire investment in the Buyer
Shares.

     

    (d)           Seller
understands and acknowledges that the Buyer Shares have not been registered
under the Securities Act, or the securities laws of any state and, as a result
thereof, are subject to substantial restrictions on transfer. It further
acknowledges that the certificate or certificates representing the Buyer Shares
shall bear a legend in substantially the form set forth in Section 2.07
hereof.

     

    (e)           Seller
has been afforded access to all material information (including, without
limitation Buyer’s Form 10-Q for the fiscal quarter ended November 30, 2010
filed with the Commission on January 14, 2011 and Buyer’s Form 10-K for the
fiscal year ended May 31, 2010 filed with the Commission on August 30, 2010 and
all other reports, schedules, forms, statements and other documents filed by
Buyer with the Commission)  that it has requested relevant to its
decision to acquire the Buyer Shares and to ask questions of Buyer’s
management.  It further acknowledges that, except as set forth herein,
neither Buyer nor anyone acting on behalf of Buyer has made any representations
or warranties to Seller (or any person acting on its behalf) which have induced,
persuaded, or stimulated it to acquire such Buyer Shares.

     

    (e)           Seller
is an “accredited investor” within the meaning of Rule 501 under the Securities
Act.  Either alone, or together with its investment advisor(s), Seller
has the knowledge and experience in financial and business matters to be capable
of evaluating the merits and risks of the prospective investment in the Buyer
Shares, and Seller is and will be able to bear the economic risk of the
investment in such Buyer Shares.

     

    
      
         

      

      
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    ARTICLE
IV

    REPRESENTATIONS
AND WARRANTIES OF

    BUYER

     

    Buyer
hereby represents and warrants to Seller that:

     

    Section
4.01        Organization.  Buyer
is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted, except in such jurisdictions where the failure to be so
duly qualified or licensed and in good standing would not in the aggregate have
a Material Adverse Effect on Buyer and its subsidiaries, taken as a
whole.

     

    Section
4.02        Corporate
Authorization.  The execution, delivery and performance by
Buyer of this Agreement and the consummation by Buyer of the transactions
contemplated hereby are within its corporate powers and have been duly
authorized by all necessary corporate action of Buyer.  This Agreement
has been duly and validly executed and delivered by Buyer and constitutes a
valid and binding agreement of Buyer, enforceable against it in accordance with
its terms.

     

    Section
4.03        Governmental
Authorization; Consents.

     

    (a)           The
execution, delivery and performance by Buyer of this Agreement require no action
by or in respect of, or filing with, any Governmental Entity.

     

    (b)           No
consent, approval, waiver or other action by an Person (other than any
Governmental Entity referred to in (a) above) under any contract, agreement,
indenture, lease, instrument, or other document to which Buyer is a party or by
which it is bound is required or necessary for the execution, delivery and
performance of this Agreement by Buyer or the consummation of the transactions
contemplated hereby.

     

    Section
4.04        Non-Contravention.  The
execution, delivery and performance by Buyer of this Agreement do not and will
not (i) contravene or conflict with the articles of incorporation or bylaws of
Buyer, or (ii) contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, injunction, order or decree binding
upon or applicable to Buyer.

     

    
      
         

      

      
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    Section
4.05        Commission
Documents, Financial Statements.  Buyer has timely
filed all reports, schedules, forms, statements and other documents required to
be filed by it with the Commission pursuant to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all
of the foregoing including filings incorporated by reference therein being
referred to herein as the “Commission
Documents”).  At the times of their respective filings, Buyer’s
Form 10-Q for the fiscal quarter ended November 30, 2010 (the “Form 10-Q”) and
Buyer’s Form 10-K for the fiscal year ended May 31, 2010 (the “Form 10-K”) complied
in all material respects with the requirements of the Exchange Act and the rules
and regulations of the Commission promulgated thereunder, and the Form 10-Q and
Form 10-K did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  As of their respective dates, the financial
statements of Buyer included in the Commission Documents complied as to form in
all material respects with applicable accounting requirements and the published
rules and regulations of the Commission.  Such financial statements
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii) in
the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements), and fairly present in all
material respects the financial position of Buyer and its subsidiaries as of the
dates thereof and the results of operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments).

     

    Section
4.06        Absence
of Certain Changes.  Since November  30, 2010, except
as disclosed in the Commission Documents, there has not been any material
adverse change in the business, operations, properties, prospects or financial
condition of Buyer and its subsidiaries, taken as a whole.

     

    Section
4.07        Litigation.  There
is no action, suit, investigation, proceeding, review pending against, or to the
knowledge of Buyer threatened against or affecting, Buyer before any court or
arbitrator or any Governmental Entity which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay the transactions contemplated
hereby.

     

    Section
4.08        Finders’
Fees.  There is no investment banker, broker, finder or other
intermediary which has been retained by or is authorized to act on behalf of
Buyer who might be entitled to any fee or commission from Seller or any of its
affiliates upon consummation of the transactions contemplated by this
Agreement.

     

    Section
4.09        Validity
of Buyer Shares to be Issued.  The Buyer Shares to be issued at
the Closing are validly authorized and, when such Buyer Shares have been duly
delivered pursuant to the terms of this Agreement, will not have been issued in
violation of any preemptive or similar right of stockholder. When the Buyer
Shares have been duly delivered pursuant to the terms of this Agreement, such
Buyer Shares will be validly issued, fully paid, and nonassessable.

     

    ARTICLE
V

    COVENANTS

     

    Section
5.01        Covenants
of Seller.  Seller agrees that:

     

    (a)         No
Inconsistent Actions.  During the period from the date of this
Agreement and continuing until the Closing Date, Seller will not (i) take or
agree or commit to take any action that would make any representation and
warranty of Seller inaccurate in any respect at, or as of any time prior to, the
Closing Date, or (ii) omit or agree or commit to omit to take any action
necessary to prevent any such representation or warranty from being inaccurate
in any respect at any such time.

     

    
      
         

      

      
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    (b)         Confidentiality.  Prior
to the Closing Date and after any termination of this Agreement, Seller and its
affiliates will hold, and will use best efforts to cause their respective
officers, directors, employees, accountants, counsel, consultants, advisors and
agents to hold, in confidence, unless compelled to disclose by judicial or
administrative process or by other requirements of law, all confidential
documents and information concerning Buyer furnished to Seller or its affiliates
in connection with the transaction contemplated by this Agreement, except to the
extent that such information can be shown to have been (i) previously known on a
nonconfidential basis by Seller, (ii) in the public domain through no fault of
Seller or (iii) later lawfully acquired by Seller from sources other than Buyer;
provided that
Seller may disclose such information to its officers, directors, employees,
accountants, counsel, consultants, advisors and agents in connection with the
transactions contemplated by this Agreement and to its lenders in connection
with obtaining the financing for the transactions contemplated by this Agreement
so long as such Persons are informed by Seller of the confidential nature of
such information and are directed by Seller to treat such information
confidentially.  The obligation of Seller and its affiliates to hold
such information in confidence shall be satisfied if they exercise the same care
with respect to such information as they would take to preserve the
confidentiality of their own similar information.  If this Agreement
is terminated, Seller and its affiliates will, and will use best efforts to
cause their respective officers, directors, employees, accountants, counsel,
consultants, advisors and agents to, destroy or deliver to Buyer, upon request,
all documents and other materials, and all copies thereof, obtained by Seller
and its affiliates or on their behalf from Buyer in connection with this
Agreement that are subject to such confidence.

     

    (c)         Access to
Information.  Upon reasonable notice and subject to
restrictions contained in confidentiality agreements to which such party is
subject (from which such party shall use reasonable efforts to be released),
Seller shall afford to the officers, employees, accountants, counsel and other
representatives of Buyer, access, during normal business hours during the period
prior to the Closing, to the Seller’s properties, books, contracts, commitments
and records to the extent relating to the Purchased Assets and, during such
period, Seller shall furnish promptly to the other all information concerning
the Purchased Assets as Buyer may reasonably request.  Unless
otherwise required by law or court order, Buyer will hold any such information
which is nonpublic in confidence until such time as such information otherwise
becomes publicly available through no wrongful act of Buyer, and in the event of
termination of this Agreement for any reason Buyer shall promptly return all
nonpublic documents obtained from Seller, and any copies or summaries made of
such documents, to Seller.

     

    (d)        Noncompetition.

     

    (i)           Seller
agrees that for a period of five full years following the Closing Date, neither
Seller shall not (x) engage, either directly or indirectly, as a principal or
for its own account or solely or jointly with others, or as an equity interest
holder in or lender to, in any business that competes with the Business as it
exists on the Closing Date within the United States; or (y) directly or
indirectly solicit or induce any Person that was a customer or supplier or
active prospective customer or supplier of the Business as of the Closing to
terminate its business relationship with Buyer or to patronize any business
directly in competition with the Business within the United States.

     

    
      
         

      

      
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    (ii)           Seller
acknowledges and agrees that (a) the Seller is selling the goodwill related to
the Business to Buyer in the transactions contemplated by this Agreement, (b)
the relationships that the Business has with its customers, and suppliers are
significant relationships necessary for Buyer to continue to conduct the
Business, (c) the Business has national scope, and (d) Buyer has a reasonable,
necessary and legitimate business interest in protecting the aforesaid assets
and relationships, and that the covenants set forth in this Section 5.01(e) are
reasonable in scope, duration and geographic area, and are necessary in order to
protect these legitimate business interests.  Seller also acknowledges
and agrees that the covenants it or he makes herein will not prevent it or he
from practicing its or his profession for clients in any industry other than
those covered by the Business or as permitted herein, and that its or his skills
and expertise are transferable to serve clients operating in other
industries.  Further, Seller has been advised by Buyer that the
covenants and agreements set forth in this Section 5.01(e) are a
material reason Buyer has agreed to consummate the transactions contemplated
hereby.

     

    (iii) If
any provision contained in this Section 5.01(e) shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the other provisions
of this Section, but this Section shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein.  It is the
intention of the parties that if any of the restrictions or covenants contained
herein is held to cover a geographic area or to be for a length of time which is
not permitted by applicable law, or in any way construed too broad or to any
extent invalid, such provision shall not be construed to be null, void and of no
effect, but to the extent such provision would be valid or enforceable under
applicable law, a court of competent jurisdiction shall construe and interpret
or reform this Section to provide for a covenant having the maximum enforceable
geographic area, time period and other provisions (not greater than those
contained herein) as shall be valid and enforceable under applicable
law.  Seller acknowledges that Buyer would be irreparably harmed by
any breach of this Section and that there would be no adequate remedy at law or
in damages to compensate Buyer for any such breach.  Seller agrees
that Buyer shall be entitled to injunctive relief requiring specific performance
by Seller of this Section, and Seller consents to entry thereof.

     

    Section
5.02        Covenants
of Buyer.  Buyer agrees that:

     

    (a)           No
Inconsistent Actions.  During the period from the date of this
Agreement and continuing until the Closing Date, Buyer will not (i) take or
agree or commit to take any action that would make any representation and
warranty of Buyer inaccurate in any respect at, or as of any time prior to, the
Closing Date or (ii) omit or agree or commit to omit to take any action
necessary to prevent any such representation or warranty from being inaccurate
in any respect at any such time.

     

    
      
         

      

      
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    (b)           Confidentiality.  Prior
to the Closing Date and after any termination of this Agreement, Buyer and its
affiliates will hold, an will use best efforts to cause their respective
officers, directors, employees, accountants, counsel, consultants, advisors and
agents to hold, in confidence, unless compelled to disclose by judicial or
administrative process or by other requirements of law, all confidential
documents and information concerning Seller or the Purchased Assets furnished to
Buyer or its affiliates in connection with the transaction contemplated by this
Agreement, except to the extent that such information can be shown to have been
(i) previously known on a nonconfidential basis by Buyer, (ii) in the public
domain through no fault of Buyer or (iii) later lawfully acquired by Buyer from
sources other than Seller; provided that Buyer
may disclose such information to their respective officers, directors,
employees, accountants, counsel, consultants, advisors and agents in connection
with the transactions contemplated by this Agreement and to their respective
lenders so long as such Persons are informed by Buyer of the confidential nature
of such information and are directed by Buyer to treat such information
confidentially.  The obligation of Buyer and its affiliates to hold
such information in confidence shall be satisfied if they exercise the same care
with respect to such information as they would take to preserve the
confidentiality of their own similar information.  If this Agreement
is terminated, Buyer and its affiliates will, and will use best efforts to cause
their respective officers, directors, employees, accountants, counsel,
consultants, advisors and agents to, destroy or deliver to Seller, upon request,
all documents and other materials, and all copies thereof, obtained by Buyer and
its affiliates or on their behalf from Seller in connection with this Agreement
that are subject to such confidence.

     

    Section
5.03        Covenants
of All Parties.  Each party agrees that:

     

    (a)           Best
Efforts.  Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use its best efforts to take, or
cause to be taken, all actions, 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 by this
Agreement.  The parties each agree to execute and deliver such other
documents, certificates, agreements and other writings and to take such other
actions as may be necessary or desirable in order to consummate or implement
expeditiously the transactions contemplated by this Agreement.

     

    (b)           Certain
Filings.  The parties will cooperate with one another (i) in
determining whether any action by or in respect of, or filing with, any
Governmental Entity is require or any actions, consents, approvals or waivers
are required to be obtained from parties to any material contracts, in
connection with the transactions contemplated by this Agreement and (ii) in
taking such actions or making any such filings, furnishing information required
in connection therewith and seeking timely to obtain any such actions, consents,
approvals or waivers.

     

    (c)           Public
Announcements.  Seller understands that Buyer is a publicly
traded corporation, and that the disclosure of information concerning Buyer and
its business affairs and financial condition is strictly regulated by the
Commission and other legal and administrative bodies.  Accordingly,
Seller hereby agrees (i) that Buyer may make or disseminate any public
statement, press release or other disclosure concerning this Agreement, any
schedule or exhibit attached hereto, or the transactions and relationships
contemplated hereby and thereby  as it deems necessary to comply with
applicable law or regulation (including, without limitation, the filing of this
Agreement and its exhibits and schedules) and (ii) to take reasonable measures
not to make or disseminate any public statement, press release or other
disclosure concerning this Agreement, any schedule or exhibit attached hereto,
or the transactions and relationships contemplated hereby and thereby, without
the prior written consent of Buyer (which consent may be given or withheld in
its sole discretion).

     

    
      
         

      

      
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    (d)           Notices.  Each
of the parties shall give prompt notice to the other party of: (i) any
notice of, or other communication relating to, a default or event which, with
notice or the lapse of time or both, would become a default, received by it or
any of its subsidiaries subsequent to the date of this Agreement and prior to
the Closing, under any agreement, indenture or instrument material to the
financial condition, properties, businesses or results of operations of it and
its subsidiaries, taken as a whole, to which it or any of its subsidiaries is a
party or is subject; and (ii) any notice or other communication from any
third party alleging that the consent of such third party is or may be required
in connection with the transactions contemplated by this Agreement, which
consent, if required, would breach the representations contained in Articles III and
IV.

     

    (e)           Tax
Cooperation; Allocation of Taxes.

     

    (i)           Seller
and Buyer agree to furnish or cause to be furnished to each other, upon request,
as promptly as practicable, such information and assistance relating to the
Purchased Assets and the Business as is reasonably necessary for the filing of
all Tax returns, and making of any election related to Taxes, the preparation
for any audit by any taxing authority, and the prosecution or defense of any
claim, suit or proceeding relating to any Tax return.  Seller and
Buyer shall cooperate with each other in the conduct of any audit or other
proceeding related to Taxes involving the Business and each shall execute and
deliver such powers of attorney and other documents as are necessary to carry
out the intent of this Section
5.03(e).

     

    (ii)           All
real property, personal property and similar ad valorem obligations levied with
respect to the Purchased Assets for a taxable period which includes (but does
not end on) the Closing Date shall be apportioned between Seller and Buyer as of
the Closing Date based on the number of days of such taxable period included in
the Pre-Closing Tax Period and the number of days of such taxable period
included in the Post-Closing Tax Period.  Seller shall be liable for
the proportionate amount of such taxes that is attributable to the Pre-Closing
Tax Period, and Buyer shall be liable for the proportionate amount of such taxes
that is attributable to the Post-Closing Tax Period.  Within 90 days
after the Closing, Seller and Buyer shall present a statement to the other
setting forth the amount of reimbursement to which each is entitled under this
Section 5.03(e)
together with such supporting evidence as is reasonably necessary to calculate
the proration amount. The proration amount shall be paid by the party owing it
to the other within 10 days after delivery of such
statement.  Thereafter, Seller shall notify Buyer upon receipt of any
bill for real or personal property taxes relating to the Purchased Assets, part
or all of which are attributable to the Post-Closing Period, and shall promptly
deliver such bill to Buyer who shall pay the same to the appropriate taxing
authority, provided that if such bill covers the Pre-Tax Closing Period, Seller
shall also remit prior to the due date of assessment to Buyer payment for the
proportionate amount of such bill that is attributable to the Pre-Closing Tax
Period.  In the event that either Seller or Buyer shall thereafter
make a payment for which it is entitled to reimbursement under this Section 5.03(e), the
other party shall make such reimbursement promptly, but in no event later than
30 days after the presentation of a statement setting forth the amount of
reimbursement to which the presenting party is entitled along with such
supporting evidence as is reasonably necessary to calculate the amount of
reimbursement.  Any payment required under this Section and not made
within 10 days after delivery of the statement shall bear interest at a rate of
10% per annum.

     

    
      
         

      

      
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    (iii)           Any
transfer, documentary, sales, use or other Taxes assessed upon or with respect
to the transfer of the Purchased Assets to Buyer and any recording or filing
fees with respect thereto shall be the responsibility of Seller.

     

    (f)           Employee
Matters.  Seller acknowledges and agrees that neither Buyer nor
any of its affiliates will offer employment to any employees of the Business.
Seller shall retain all obligations and liabilities under any Employee Benefit
Plans and Benefit Arrangements in respect of each employee or former employee
(including any beneficiary thereof) of the Business, and neither Buyer nor any
affiliate shall have any liability with respect thereto. Except as expressly set
forth herein, no assets of any Employee Benefit Plan or Benefit Arrangement
shall be transferred to Buyer or any of its affiliates or to any plan of Buyer
or any of its affiliates.

     

    ARTICLE
VI

    CONDITIONS

     

    Section
6.01        Conditions
to Each Party's Obligations.  The obligation of each party to
consummate the Closing is subject to the satisfaction of the following
conditions:

     

    (a)  All
authorizations, consents, orders or approvals of, or declarations or filings
with, or expirations or terminations of waiting periods imposed by, any
Governmental Entity, and all required third party consents (as set forth on
Section 3.03 of
the Seller Disclosure Schedule), shall have been filed, occurred or been
obtained.

     

    (b)  No
statute, rule, regulation, executive order, decree or injunction shall have been
enacted, entered, promulgated or enforced by any court or governmental authority
which prohibits the consummation of the Closing and shall be in
effect.

     

    Section
6.02        Conditions
to Obligation of Buyer.  The obligation of Buyer to consummate
the Closing is subject to the satisfaction of the following further
conditions:

     

    (a)           The
representations and warranties of Seller set forth in this Agreement shall be
true and correct as of the date of this Agreement, and shall also be true in all
material respects (except for such changes as are contemplated by the terms of
this Agreement and such changes as would be required to be made in the exhibits
to this Agreement if such schedules were to speak as of the Closing Date) on and
as of the Closing Date with the same force and effect as though made on and as
of the Closing Date.

     

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

     

    (c)           Buyer
shall have received a certificate signed by the Chief Executive Officer of
Seller confirming Sections 6.02(a) and
(b).

     

    (d)           Buyer
shall have received (i) resolutions duly adopted by the Board of Directors
of Seller approving the execution and delivery of this Agreement and all other
necessary or proper organizational action to enable Seller to comply with the
terms of this Agreement, and (ii) all other documents it may reasonably
request relating to the existence of Seller and the authority of Seller for this
Agreement, all in form and substance reasonable satisfactory to
Buyer.

     

    
      
         

      

      
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    Section
6.03        Conditions
to Obligation of Seller.  The obligation of Seller to
consummate the Closing is subject to the following further
conditions:

     

    (a)           The
representations and warranties of Buyer set forth in this Agreement shall be
true and correct as of the date of this Agreement, and shall also be true in all
material respects (except for such changes as are contemplated by the terms of
this Agreement and such changes as would be required to be made in the exhibits
to this Agreement if such schedules were to speak as of the Closing Date) on and
as of the Closing Date with the same force and effect as though made on and as
of the Closing Date.

     

    (b)           Buyer
shall have performed in all material respects all obligations required to be
performed by them under this Agreement at or prior to the Closing
Date.

     

    (c)           Seller
shall have received a certificate signed by the Chief Executive Officer of Buyer
confirming Section
6.03(a) and (b).

     

    (d)           Seller
shall have received (i) resolutions duly adopted by the Board of Directors
of Buyer approving the execution and delivery of this Agreement and all other
necessary or proper corporate action to enable Buyer to comply with the terms of
this Agreement, and (ii) all other documents it may reasonably request
relating to the existence of Buyer and the authority of Buyer for this
Agreement, all in form and substance reasonable satisfactory to
Seller.

     

    ARTICLE
VII

    SURVIVAL;
INDEMNIFICATION

     

    Section
7.01        Survival.  The
covenants, agreements, representations and warranties of the parties hereto
contained in this Agreement or in any certificate or other writing delivered
pursuant hereto or in connection herewith shall survive the Closing until the
second anniversary of the Closing Date or (a) in the case of Section 5.01(d), for
the period set forth therein, (b) in the case of Section 5.01(b) or
5.02(b), indefinitely and (c) in the case of covenants, agreements,
representations and warranties contained in Section 3.13, 3.14, 3.16,
5.03(e) or 5.03(f), until expiration of the applicable statute of
limitations (giving effect to any waiver, mitigation or extension
thereof).  Notwithstanding the preceding sentence, any covenant,
agreement, representation or warranty in respect of which indemnity may be
sought under Section
7.02 shall survive the time at which it would otherwise terminate
pursuant to the preceding sentence, if notice of the inaccuracy or breach
thereof giving rise to such right to indemnity shall have been given to the
party against whom such indemnity may be sought prior to such time.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    Section
7.02        Indemnification.

     

    (a)            Seller
hereby indemnifies Buyer against and agree to hold it harmless from any and all
damage, loss, liability and expense (including without limitation reasonable
expenses of investigation and reasonable attorneys’ fees and expenses in
connection with any action, suit or proceeding) (“Damages”) incurred or
suffered by Buyer arising out of (i) any misrepresentation or breach of
warranty, covenant or agreement made or to be performed by Seller pursuant to
this Agreement or (ii) the failure of either Seller to perform any Excluded
Liability or any obligation or liability of the Business relating to the
Excluded Assets.

     

    (b)            Buyer
hereby indemnifies Seller against and agrees to hold it harmless from any and
all Damages incurred or suffered by Seller arising out of (i) any
misrepresentation or breach of warranty, covenant or agreement made or to be
performed by Buyer pursuant to this Agreement or (ii) the failure of Buyer to
perform any Assumed Liability.

     

    Section
7.03        Procedures.  The
party seeking indemnification under Section 7.02 (the
“Indemnified
Party”) agrees to give prompt notice to the party against whom indemnity
is sought (the “Indemnifying Party”)
of the assertion of any claim, or the commencement of any suit, action or
proceeding in respect of which indemnity may be sought under such
Section.  The Indemnifying Party may at the request of the Indemnified
Party participate in and control the defense of any such suit, action, or
proceeding at its own expense.  The Indemnifying Party shall not be
liable under Section
7.02 for any settlement effected without its consent (which consent will
not be unreasonably withheld) of any claim, litigation or proceeding in respect
of which indemnity may be sought hereunder.

     

    ARTICLE
VIII

    TERMINATION
AND AMENDMENT

     

    Section
8.01        Termination.  This
Agreement may be terminated at any time prior to the Closing Date:

     

    
      	
            	
              (a)

            	
              by
      mutual consent of Buyer and Seller;

            


    

     

    
      	
            	
              (b)

            	
              by
      either Buyer or Seller if the Closing shall not have been consummated
      before February 28, 2011 (unless the failure to consummate the Closing by
      such date shall be due to the action or failure to act of the party
      seeking to terminate this Agreement);
or

            


    

     

    
      	
            	
              (c)

            	
              by
      either Buyer or Seller if (i) the conditions to such party's obligations
      shall have become impossible to satisfy or (ii) any permanent
      injunction or other order of a court or other competent authority
      preventing the consummation of the Closing shall have become final and
      non-appealable.

            


    

     

    Section
8.02        Effect of
Termination.  In the event of the termination and abandonment
of this Agreement pursuant to Section 8.01
hereof, this Agreement shall forthwith become void and have no effect, without
any liability on the part of any party hereto or its affiliates, directors,
officers or stockholders, other than the provisions of Sections 5.01(b) and
 5.02(b).  Nothing contained in this Section 8.02
shall relieve any party from liability for any breach of this
Agreement.

     

    
      
         

      

      
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    Section
8.03        Amendment.  This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.

     

    Section
8.04        Extension;
Waiver.  At any time prior to the Closing Date, the parties
hereto may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (iii) waive
compliance with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in a written instrument signed on behalf of such
party.

     

    ARTICLE
IX

    MISCELLANEOUS

     

    Section
9.01        Notices.  All
notices and other communications hereunder shall be in writing (and shall be
deemed given upon receipt) if delivered personally, telecopied (which is
confirmed) or mailed by registered or certified mail (return receipt requested)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):

     

    (a)   if
to Buyer, to:

     

    Axiologix
Education Corporation

    501 Scarborough Dr., Suite
308E

    Egg Harbor Township, New Jersey
08234

    Attn: John P. Daglis, CEO

    and

     

    (b)   if
to Seller, to

     

    Edumedia
Software Solutions Corporation

    Parkway
Plaza

    110
Roosevelt Blvd.

    Marmora,
New Jersey 08223

    Attn: J. Chris Tyson, CEO

    


    Section
9.02        Descriptive
Headings.  The descriptive headings herein are inserted for
convenience only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.

     

    Section
9.03        Counterparts.  This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when two or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.

     

    
      
         

      

      
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    Section
9.04        Entire
Agreement; Assignment.  This Agreement (a) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
(other than any confidentiality agreement between the parties; any provisions of
such agreements which are inconsistent with the transactions contemplated by
this Agreement being waived hereby) and (b) shall not be assigned by operation
of law or otherwise, provided that Buyer may assign its rights and obligations
to any other wholly owned subsidiary of Buyer, but no such assignment shall
relieve Buyer of its obligations hereunder if such assignee does not perform
such obligations.

     

    Section
9.05        Governing
Law; Jurisdiction.  This Agreement will be deemed to be made in
and in all respects will be interpreted, construed and governed by and in
accordance with the law of the State of New York without regard to any
applicable principles of conflicts of law. This Agreement shall not be
interpreted or construed with any presumption against the party causing this
Agreement to be drafted.  The parties agree that venue for any dispute
arising under this Agreement will lie exclusively in the state or federal courts
located in New York, New York, and the parties irrevocably waive any right to
raise forum non conveniens or any other argument that New York, New York is not
the proper venue.  The parties irrevocably consent to personal
jurisdiction in the state and federal courts of the state of New
York.  The parties consent to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing in this Section 9.05 shall
affect or limit any right to serve process in any other manner permitted by
law.  The parties hereby agree that the prevailing party in any suit,
action or proceeding arising out of or relating to this Agreement shall be
entitled to reimbursement for reasonable legal fees from the non-prevailing
party.  The parties hereby waive all rights to a trial by
jury.

     

    Section
9.06        Specific
Performance.  The parties hereto agree that if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no
adequate remedy at law would exist and damages would be difficult to determine,
and that the parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.

     

    Section
9.07        Expenses.  Whether
or not the Closing is consummated, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such costs and expenses.

     

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

     

    Section
9.09        Parties
in Interest.  This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person or
persons any rights, benefits or remedies of any nature whatsoever under or by
reason of this Agreement.

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    
 

    IN
WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be signed as of
the date first written above.

     

    AXIOLOGIX
EDUCATION CORPORATION

     

    
      
        
          	
                  By:

                	 
      


        

      

    

     

    Name:  John
P. Daglis

     

    Title:  Chief
Executive Officer

     

    EDUMEDIA
SOFTWARE SOLUTIONS CORPORATION

     

    
      
        
          	
                  By:

                	 
      


        

      

    

     

    Name:  J.
Chris Tyson

     

    Title:  Chief
Executive Officer

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Assignment
and Assumption Agreement

    


    ASSIGNMENT AND ASSUMPTION AGREEMENT
(this “Agreement”), dated as of January 24, 2011, between Axiologix Education
Corporation, a Nevada corporation (“Buyer”) and Edumedia Software Solutions
Corporation, a New York corporation (“Seller”).

    


     WHEREAS, Seller and Buyer have
concurrently herewith consummated the purchase by Buyer of the Purchased Assets
pursuant to the terms and conditions of the Asset Purchase Agreement, dated
January 24, 2011, between Buyer and Seller (the “Asset Purchase Agreement”;
terms defined in the Asset Purchase Agreement and not otherwise defined herein
being used herein as therein defined);

    


    WHEREAS, pursuant to the Asset Purchase
Agreement, Buyer has agreed to assume certain liabilities and obligations of
Seller;

    


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

    


    1.  (a)  Seller
does hereby sell, transfer, assign and deliver to Buyer all of the right, title
and interest of Seller in, to and under the Purchased Assets.

    


    (b)  Buyer does hereby accept
all of the right, title and interest of Seller in, to and under the Purchased
Assets and Buyer assumes and agrees to perform all of the obligations of Seller
to be performed after the Closing Date under the Contracts included in the
Purchased Assets.

    


    2.  This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  It shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to conflict of
laws.  Any action, suit, or proceeding arising out of, based on, or in
connection with this Agreement or the transactions contemplated hereby may be
brought in New York, New York and each party covenants and agrees not to assert,
by way of motion, as a defense, or otherwise, in any such action, suit, or
proceeding, any claim that it or he is not subject personally to the
jurisdiction of such court, that its or his property is exempt or immune from
attachment or execution, that the action, suit, or proceeding is brought in an
inconvenient forum, that the venue of the action, suit, or proceeding is
improper, or that this Agreement or the subject matter hereof may not be
enforced in or by such court.

    


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

    


    Axiologix
Education Corporation

    


    
      
        
          	
                     
      

                
	
                  By:

                


        

      

    

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

       

    

    Edumedia
Software Solutions Corporation

    


    
      
        
          	
                       
      

                
	
                  By:

                


        

      

    

     

    
      
         


      

      
        26