Exhibit 10.1


    ASSET
      PURCHASE AGREEMENT

    


    THIS
      ASSET PURCHASE AGREEMENT
      (this
      "Agreement")
      is
      made and entered into as of November 15, 2007, by and between EncryptaKey,
      Inc.,
      a New Jersey Corporation ("Seller"),
      and
      EncryptaKey, Inc., a Nevada corporation ("Buyer").

    


    RECITALS

    


    WHEREAS,
      Buyer
      desires to purchase from Seller, and Seller desires to sell to Buyer, certain
      assets, pursuant to the terms and subject to the conditions set forth
      herein.

    


    NOW
      THEREFORE,
      Seller
      and Buyer agree as follows:

    


    ARTICLE
      I.

    


    DEFINITIONS

    


    1.1 Defined
      Terms.
      As used
      herein, the terms below shall have the following meanings:

    


    "Acquired
      Assets"
      shall
      mean the assets of the Seller set forth on Schedule
      A, B, and C
      hereto.

    


    "Action"
      shall
      mean any action, claim, suit, arbitration, inquiry, subpoena, discovery request,
      proceeding or investigation, or threat thereof, by or before any court or grand
      jury, any governmental or other regulatory or administrative agency or
      commission or any arbitration tribunal.

    


    "Affiliate"
      shall
      mean, with respect to any Person, any other Person directly or indirectly
      controlling, controlled by or under common control with such Person and any
      member, general partner, director, officer or employee of such Person. For
      purposes of this definition of Affiliate, "control" shall mean the power of
      one
      or more Persons to direct the affairs of the Person controlled by reason of
      ownership of voting stock, contract or otherwise.

    


    "Damages"
      shall
      mean any and all costs, losses, damages, liabilities, demands, claims, suits,
      actions, judgments, causes of action, assessments or expenses, including
      interest, penalties, fines and attorneys' fees incident thereto, incurred in
      connection with any claim for indemnification arising out of this Agreement,
      and
      any and all amounts paid in settlement of any such claim.

    


    "Intellectual
      Property"
      shall
      mean all copyrights, copyright registrations, proprietary processes, trade
      secrets, license rights, specifications, technical manuals and data, drawings,
      inventions, designs, patents, patent applications, mask works, tradenames,
      trademarks, service marks, product information and data, know-how and
      development work-in-progress, customer lists, software, business correspondence
      and marketing plans and other intellectual or 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    intangible
      property that comprise or are necessary to the use of the Acquired Assets,
      whether pending, applied for or issued, whether filed in the United States
      or in
      other countries, including, without limitation, all associated goodwill; all
      things authored, discovered, developed, made, perfected, improved, designed,
      engineered, acquired, produced, conceived or first reduced to practice by Seller
      or any of its employees or agents that are embodied in, derived from or relate
      to the Acquired Assets, in any stage of development, including, without
      limitation, modifications, enhancements, designs, concepts, techniques, methods,
      ideas, flow charts, coding sheets, notes and all other information relating
      to
      the Acquired Assets.

    


    "Knowledge"
      shall
      mean an individual shall be deemed to have "Knowledge" of a particular fact
      or
      other matter if such individual is actually aware of such fact or other matter
      or if a prudent individual could be expected to discover or otherwise become
      aware of such fact or other matter in the course of conducting a diligent and
      comprehensive investigation concerning the truth or existence of such fact
      or
      other matter. Seller shall be deemed to have "Knowledge" of a particular fact
      or
      other matter if any officer or other representative of Seller has Knowledge
      of
      such fact or other matter.

    


    "Person"
      shall
      mean any person or entity, whether an individual, trustee, corporation, general
      partnership, limited partnership, trust, unincorporated organization, limited
      liability company, business association, firm, joint venture, or governmental
      agency or authority.

    


    "Taxes"
      shall
      mean all taxes, however denominated, including any interest, penalties or other
      additions to tax that may become payable in respect thereof, (i) imposed by
      any
      federal, territorial, state, local or foreign government or any agency or
      political subdivision of any such government, for which Buyer could become
      liable as successor to or transferee of the Acquired Assets or which could
      become a charge against or lien on the Acquired Assets,
      which
      taxes shall include, without limiting the generality of the foregoing, all
      sales
      and use taxes, ad valorem taxes, excise taxes, business license taxes,
      occupation taxes, real and personal property taxes, stamp taxes, environmental
      taxes, real property gains taxes, transfer taxes, payroll and employee
      withholding taxes, unemployment insurance contributions, social security taxes
      and other governmental charges, and other obligations of the same or of a
      similar nature to any of the foregoing, which are required to be paid, withheld
      or collected, or (ii) any liability for amounts referred to in (i) as a result
      of any obligations to indemnify another person.

    


    ARTICLE
      II.

    


    PURCHASE
      AND SALE OF ACQUIRED ASSETS

    


    2.1 Transfer
      of Acquired Assets.
      Pursuant to the terms and subject to the conditions
      of this Agreement, in exchange for the consideration set forth in Section
      2.2 below, at the Closing, Seller shall sell, assign and deliver to Buyer,
      and
      Buyer shall purchase
      from Seller, the Acquired Assets.

    


    2.2 Purchase
      Price/ Payment Procedure.
      As
      consideration for the Acquired Assets, Buyer shall tender Seller an amount
      equal
      to Six Hundred Thirty Six Thousand One 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Hundred
      Twenty (636,120) shares of common stock of Seller as well as Buyer’s rights to
      any and all open, promised or unissued shares of Seller (the “Purchase
      Price”),
      payable as follows:

    


    (a) At
      the
      Closing, Buyer shall deliver, or cause to be delivered, to Seller a stock
      certificate representing the Six Hundred and Thirty Six Thousand One Hundred
      and
      Twenty (363,120) shares of common stock of Seller.

    


    As
      consideration for the Acquired Assets, Buyer shall tender to Seller, as
      follows:

    


    (a) At
      the Closing, Buyer shall deliver,
      or cause to be delivered, to Seller a stock certificate representing to Six
      Hundred and Thirty Six Thousand One Hundred and Twenty (636,120) shares of
      common stock of seller;

    


    (b) All
      Buyer’s rights to any and all open, promised or unissued shares of
      Seller

    


    2.3 Assets
      Excluded; Liabilities Not Assumed. Seller shall not sell nor Buyer
      purchase any assets other than the Acquired Assets and, and Seller shall not
      be
      required to, assume or be obligated to pay, discharge or perform, any debts,
      liabilities, adverse claims or obligations of any kind or nature whatsoever
      of
      Seller, whether in connection with the Acquired Assets or otherwise and whether
      arising before or after the consummation of the transactions contemplated
      herein, or bear any cost or charge with respect thereto. Buyer shall assume
      or
      be obligated to pay, discharge or perform, all debts, liabilities, adverse
      claims or obligations of any kind or nature whatsoever of Seller, in connection
      with the Acquired Assets arising before the consummation of the transactions
      contemplated herein as listed in Exhibit “D” with the exception of the legal
      fees of the law firm Cane and Clark, the auditor’s fees and the accounting
      fees.

    


    ARTICLE
      III.

    


    CLOSING

    


    3.1 Closing.
      The
      closing of the transactions contemplated herein (the "Closing")
      shall
      occur on November 16, 2007, or at such other time and place as the parties
      may
      agree (the "Closing
      Date"),
      provided
      that all of the Closing conditions set forth in Section 3.3 hereof shall have
      occurred.

    


    3.2 Deliveries.
      Together with an executed counterpart of this Agreement, the following items
      shall be delivered by the parties at the Closing:

    


    (a) By
      Buyer.
      Buyer
      shall deliver a certificate in an amount equal to Six Hundred and Thirty Six
      Thousand One Hundred and Twenty (636,120) share of common stock of Seller as
      well as Buyer’s relinquishment of any rights to any and all open, promised or
      unissued shares of Seller

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (b) By
      Seller.
      Seller
      shall deliver to Buyer:

    


    (i) This
      executed document representing the Bills of Sale, in form and substance
      satisfactory to Buyer and sufficient to convey the Acquired Assets to
      Buyer;

    


    (ii) Such
      electronic and paper copies and representations of the Intellectual Property
      as
      may in Buyer’s reasonable judgment are necessary to convey the Intellectual
      Property to Buyer;

    


    (iii) an
      Assignment of Seller’s rights in the patent application pending before the
      Patent and Trademark Office as application no. 60745514, filed by Kelly Owen
      on
      or about April 24, 2006 titled “Invisidesk Private Communication, Authentication
      and Connection Portal”; and

    


    (iv) Such
      other documents and instruments as are reasonably necessary to consummate the
      transactions contemplated hereby.

    


    3.3 Conditions
      to Closing.
      Buyer
      and Seller shall not be obligated to consummate the Closing and the transactions
      contemplated hereby and may terminate this Agreement without incurring any
      liability unless (a) Buyer has delivered the items specified in Section 3.2(a)
      and Seller has delivered the items specified in Section 3.2(b).

    


    ARTICLE
      IV.

    


    REPRESENTATIONS
      AND WARRANTIES OF SELLER

    


    Seller
      represents and warrants to Buyer that:

    


    4.1 Organization.
      Seller
      is a limited liability company duly organized, validly existing and in good
      standing under the laws of the State of New Jersey and has full power and
      authority to own, lease and operate its properties and to carry on its business
      as it is now being conducted. Seller is duly qualified or licensed as a foreign
      limited liability company to do business, and is in good standing, in each
      jurisdiction where the character of the properties owned, leased or operated
      by
      it or the nature of its business makes such qualification or licensing
      necessary, except for failures to be so qualified or licensed and in good
      standing that would not, individually or in the aggregate, affect the Acquired
      Assets in a materially adverse manner.

    


    4.2 Authorization.
      Seller
      has all necessary power and authority and has taken all action necessary to
      enter into this Agreement, to consummate the transactions contemplated hereby
      and to perform its obligations hereunder. This Agreement has been duly executed
      and delivered by Seller and is a valid and binding obligation of Seller,
      enforceable against it in accordance with its respective terms subject to the
      effect of applicable bankruptcy, insolvency, reorganization, moratorium and
      other similar laws relating to or affecting the rights of creditors generally
      and limitations imposed by equitable principles, whether considered in a
      proceeding at 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    law
      or in
      equity, and the discretion of the court before which any proceeding therefore
      may be brought.

    


    4.3 Brokers.
      All
      negotiations relating to this Agreement and the transactions contemplated hereby
      have been conducted without the intervention of any person or entity acting
      on
      behalf of Seller in such a manner as to give rise to any valid claim against
      Buyer for any broker's or finder's commission, fee or similar compensation
      and
      Seller shall indemnify Buyer and hold it harmless from any liability or expense
      arising from any claim for brokerage commissions, finder's fees or other similar
      compensation based on any agreement, arrangement or understanding made by or
      on
      behalf of Seller.

    


    4.4 Litigation,
      Proceedings and Applicable Law.
      There
      are no Actions, suits, investigations or proceedings, at law or in equity or
      before or by any governmental authority or instrumentality or before any
      arbitrator of any kind, pending or, to Seller's Knowledge, threatened (a)
      against Seller which, if determined adversely against Seller, would have a
      material adverse effect on Seller's or Buyer's ability to use the Intellectual
      Property in the manner in which it is now being used by Seller,
      or (b)
      seeking to delay or enjoin the consummation of the transactions contemplated
      hereby. To the Knowledge of Seller, there are no outstanding orders, decrees
      or
      stipulations issued by any federal, state, local or foreign, judicial or
      administrative authority in any proceeding to which Seller is or was a party
      relating to the Acquired Assets.

    


    4.5 No
      Conflict Or Violation.
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby or thereby will result in (a) a violation
      of or
      a conflict with any provision of the Articles of Organization or By-Laws of
      Seller, (b) a material breach or termination of, or a material default under,
      any term or provision of any contract to which Seller is a party or an event
      which, with notice, lapse of time, or both, would result in any such material
      breach, such termination or such material default, or (c) a material violation
      by Seller of any Legal Requirement or an event which, with notice, lapse of
      time
      or both, would result in such a material violation.

    


    4.6 Intellectual
      Property.
      

    


    (a) Seller
      owns all rights to the Acquired Assets without any conflict or infringement
      of
      the intellectual property rights of others. All source code included within
      the
      Intellectual Property constitutes a trade secret of Seller and is not part
      of
      the public knowledge or literature, and Seller has taken reasonable action
      to
      protect such source code as a trade secret. In addition, Seller has taken
      reasonable steps (including, without limitation, entering into Confidentiality
      Agreements with all officers and employees of and consultants involved in
      Seller’s business) to maintain the secrecy and confidentiality of and its
      proprietary rights in, all Intellectual Property.

    


    (b) (1)
      Schedule A lists (i) all patents and patent applications and all registered
      copyrights, trade names, trademarks, service marks and other company, product
      or
      service identifiers included in the Intellectual Property, and specifies the
      jurisdictions in which each of the foregoing has been registered, including
      the
      respective registration numbers, and/or any application for any such
      registration has been filed; (ii) all licenses, sublicenses and other agreements
      as to which Seller is a party and pursuant to which Seller or any other Person
      is authorized to use any Intellectual Property; and (iii) all licenses under
      which Seller is or may be obligated to make royalty or other payments. Copies
      of
      all licenses, sublicenses and other agreements indentified pursuant to clauses
      (ii) and (iii) above have been delivered by Seller to Buyer. (2) Schedule B
      lists all equipment to be delivered by Seller to Buyer located in Amsterdam,
      Netherlands. (3) Schedule C lists all office equipment located at 10805 Holder
      St., Suite 210, Cypress, CA 90630 and located in Amsterdam, Netherlands to
      be
      delivered by Seller to Buyer.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (c)
       Seller
      is
      not in violation in any material respect of any license, sublicense or agreement
      described in Schedule A, B or C. As a result of the execution and delivery
      of
      this Agreement or the performance of Seller's obligations hereunder, neither
      Seller nor Buyer shall be in violation in any material respect of any license,
      sublicense or agreement described in such schedule.

    


    (d) Seller
      is
      the sole owner of all necessary right, title and interest in and to (free and
      clear of any liens, encumbrances or security interests) all non-public domain
      Intellectual Property necessary to fully exploit the Acquired Assets and has
      full rights to the use, sale, license or disposal thereof. Except as expressly
      set forth in Schedule A,
      B, C no
      other Person has any rights with respect to any of the Intellectual Property,
      nor is any consent or approval of any third party needed to fully utilize and
      exploit the Acquired Assets as presently configured.

    


    (e) No
      claims
      with respect to the Acquired Assets have been asserted to Seller, or, to
      Seller's Knowledge, are threatened by any person, and Seller knows of no claims
      (i) to the effect that Seller infringes any copyright, patent, trade secret,
      or
      other intellectual property right of any third party or violates any license
      or
      agreement with any third party, (ii) contesting the right of Seller to use,
      sell, license or dispose of any Intellectual Property,
      or (iii)
      challenging the ownership, validity or effectiveness of any of the Intellectual
      Property.

    


    (f) To
      the
      Knowledge of Seller, all trademarks, service marks, and other company, product
      or services identifiers held by Seller are valid and subsisting
      worldwide.

    


    (g) To
      the
      Knowledge of Seller, and except as expressly set forth in Schedule A, there
      has
      not been and there in not now any unauthorized use, infringement or
      misappropriation of any of the Intellectual Property by any third Party. Sell
      has not been sued or, to Seller’s Knowledge, charged as a defendant in any
      claim, suit, action or proceeding that involves a claim of infringement of
      any
      patents, trademarks, service marks, copyrights or other intellectual property
      rights that comprise the Acquired Assets. Seller does not have any infringement
      liability with respect to any patent, trademark, service mark, copyright or
      other intellectual property right of any third party insofar as the Acquired
      Assets are concerned.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (h) No
      Intellectual Property is subject to any outstanding order, judgment, decree,
      stipulation or agreement restricting in any material manner the licensing
      thereof by Seller. Seller has not entered into any agreement to indemnify any
      other person against any charge of infringement of any Intellectual Property,
      except in the ordinary course of business. Seller has not entered into any
      agreement granting any third party the right to bring infringement actions
      with
      respect to, or otherwise to enforce rights with respect to, any Intellectual
      Property. Seller has the exclusive right to file, prosecute and maintain all
      applications and registrations with respect to the Intellectual Property
      developed or owned by seller.

    


    (g)
       Except
      as
      set forth in Schedule A, B,
      and C,
      no person has a license to use or the right to acquire a license to use any
      future version of any product based on the Intellectual Property or any product
      based on the Intellectual Property that is under development, and no agreement
      to which Seller is a party will restrict Buyer from charging customers for
      any
      such new version or product. 

    


    4.7 Assets
      Generally.
      Seller
      holds good and marketable title, license to or leasehold interest in all of
      the
      Acquired Assets and has the complete and unrestricted power and the unqualified
      right to sell, assign and deliver the Acquired Assets to Buyer. Upon
      consummation of the transactions contemplated by this Agreement, Buyer will
      acquire good and marketable title, license or leasehold interest to the Acquired
      Assets free and clear of any encumbrances and there exists no restriction on
      the
      use or transfer of the Acquired Assets. No Person other than Seller has any
      right or interest in the Acquired Assets,
      including the right to grant interests in the Acquired Assets to third
      parties.

    


    4.8 Products.
      The
      Acquired Assets operate in compliance with Seller's specifications for such
      products.

    


    4.9 Working
      Order.
      All of
      the tangible Acquired Assets are, and as of the Closing Date will be, in good
      condition, working order and repair, normal wear and tear excepted.

    


    ARTICLE
      V.

    


    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      hereby represents and warrants to Seller as follows:

    


    5.1 Organization
      of Buyer.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of Nevada and has full corporate power and authority to own, lease and
      operate its properties and to carry on its business as it is now being
      conducted.

    


    5.2 Authorization.
      Buyer
      has all necessary corporate power and authority and has taken all corporate
      action necessary to enter into this Agreement to consummate the transactions
      contemplated hereby and thereby and to perform its obligations hereunder. This
      Agreement and has been duly executed and delivered by Buyer and is a valid
      and
      binding obligation of Buyer, enforceable against it in accordance with its
      terms
      subject to the effect of applicable bankruptcy, 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    insolvency,
      reorganization, moratorium, and other similar laws relating to or affecting
      the
      rights of creditors generally and limitations imposed by equitable principles,
      whether considered in a proceeding at law or in equity, and the discretion
      of
      the court before which any proceeding therefore may be brought.

    


    5.3 Brokers.
      All
      negotiations relating to this Agreement and the transactions contemplated hereby
      have been conducted without the intervention of any person or entity acting
      on
      behalf of Buyer in such a manner as to give rise to any valid claim against
      Seller for any broker's or finder's commission, fee or similar
      compensation.

    


    5.4 Consents
      and Approvals.
      No
      consent, waiver, approval or authorization of or by, or declaration, filing
      or
      registration with, any governmental or regulatory authority is required to
      be
      made or obtained by Buyer in connection with the execution, delivery and
      performance of this Agreement and the consummation of the transactions
      contemplated hereby.

    


    ARTICLE
      VI.

    


    CERTAIN
      COVENANTS

    


    6.1 Covenants
      of Both Parties.
      Buyer,
      on the one hand, and Seller, on the other hand, each covenant to the other
      that:

    


    (a) Further
      Assurances.
      Each
      party will cooperate in good faith with the other and will take all appropriate
      action and execute any documents, instruments or conveyances of any kind which
      may be reasonably necessary or advisable to carry out any of the transactions
      contemplated hereunder. From and after the execution hereof, Seller will
      promptly refer all inquiries with respect to the ownership of the Acquired
      Assets to Buyer and execute such documents as Buyer may reasonably request
      from
      time to time to evidence transfer of the Acquired Assets to Buyer.

    


    6.2 Seller's
      Covenants.
      Seller
      covenants to Buyer that:

    


    (a) Cooperation
      and Transition Assistance.
      Seller
      shall use its best efforts to facilitate the transition of customers, customer
      support services, and development, marketing and sales functions related to
      the
      Acquired Assets to Buyer, and shall direct any new inquiries regarding the
      Acquired Assets to Buyer or its assignee.

    


    (b) Documentation.
      Seller
      shall provide Buyer with full and complete documentation, both written and
      computer generated, relating to any business that Seller has conducted using
      the
      Acquired Assets, including all correspondence and files relating to their
      development.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    ARTICLE
      VII.

    


    INDEMNIFICATION

    


    7.1 Indemnification
      by the Seller.
      In the
      event Seller (a) breaches or is deemed to have breached any of the
      representations and warranties contained in Article IV herein, or (b) fails
      to
      perform or comply with any of the covenants and agreements set forth in this
      Agreement, Seller shall hold harmless, indemnify and defend Buyer, and each
      of
      its directors, officers, shareholders, attorneys, representatives and agents,
      from and against any Damages incurred or paid by Buyer to the extent such
      Damages arise or result from a breach by Seller of any such representations
      or
      warranties or a violation of any covenant in this Agreement.

    


    7.2 Indemnification
      By Buyer.
      In the
      event Buyer (a) breaches or is deemed to have breached any of the
      representations and warranties contained in Article V herein or (b) fails to
      perform or comply with any of the covenants and agreements set forth in this
      Agreement, then Buyer shall hold harmless, indemnify and defend Seller from
      and
      against any Damages incurred or paid by the Seller to the extent such Damages
      arise or result from a breach by Buyer of any such representations and
      warranties or a violation of any covenant in this Agreement.

    


    7.3 Notification
      Of Claims.
      If any
      party or parties (the "Indemnified
      Party")
      reasonably believes that it is entitled to indemnification hereunder, or
      otherwise receives notice of the assertion or commencement of any third-party
      claim, action, or proceeding (a "Third-Party
      Claim"),
      with
      respect to which such other party or parties (the "Indemnifying
      Party")
      is
      obligated to provide indemnification pursuant to Section 7.1 or 7.2 above,
      the
      Indemnified Party shall promptly give the Indemnifying Party written notice
      of
      such claim for Indemnification (an "Indemnity
      Claim").
      Any
      claim for indemnification under this Section 7 must be brought prior to the
      expiration of the survival period for the representation and warranty as set
      forth in Section 8.1. The delivery of such notice of Indemnity Claim
      ("Claim
      Notice")
      shall
      be a condition precedent to any liability of the Indemnifying Party for
      indemnification hereunder. The Indemnifying Party shall have twenty (20) days
      from the receipt of a Claim Notice (the "Notice
      Period")
      to
      notify the Indemnified Party of whether or not the Indemnifying Party disputes
      its liability to the Indemnified Party with respect to such Indemnity Claim.
      

    


    7.4 Resolution
      Of Claims.
      

    


    (a) With
      respect to any Indemnity Claim involving a Third-Party Claim, following prompt
      notification of the Indemnifying Party, the Indemnified Party shall proceed
      with
      the defense of such Third-Party Claim. During such defense proceedings, the
      Indemnified Party shall keep the Indemnifying Party informed of all material
      developments and events relating to the proceedings. The Indemnifying Party
      shall have a right to be present at the negotiation, defense and settlement
      of
      such Third-Party Claim. The Indemnified Party shall not agree to any settlement
      of the Third-Party Claim without the consent of the Indemnifying Party, which
      consent shall not be unreasonably withheld. Following entry of judgment or
      settlement with respect to the Third-Party Claim, any dispute as to the
      liability of the Indemnifying Party with respect to the Indemnity Claim shall
      be
      resolved as provided in Section 7.5.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (b) With
      respect to any Indemnity Claim not involving a Third-Party Claim, if the
      Indemnifying Party disputes its liability within the Notice Period, the
      liability of the Indemnifying Party shall be resolved in accordance with Section
      7.5.

    


    (c) In
      the
      event that an Indemnified Party makes an Indemnity Claim in accordance with
      Section 7.3 and the Indemnifying Party does not dispute its liability within
      the
      Notice Period, the amount of such Indemnity Claim shall be conclusively deemed
      a
      liability of the Indemnifying Party.

    


    7.5
       Arbitration.
      All
      disputes under this Agreement shall be settled by arbitration before a single
      arbitrator pursuant to the commercial law rules of the American Arbitration
      Association. Arbitration may be commenced at any time by any party hereto giving
      written notice to each other party to a dispute that such dispute has been
      referred to arbitration under this Section 7.5. The arbitrator shall be selected
      by the joint agreement of the Indemnifying Party and Indemnified Party, but
      if
      they do not so agree within 20 days after the date of the notice referred to
      above, the selection shall be made pursuant to the rules from the panels of
      arbitrators maintained by such Association. Any award rendered by the arbitrator
      shall be conclusive and binding upon the parties hereto; provided,
      however,
      that
      any such award shall be accompanied by a written opinion of the arbitrator
      giving the reasons for the award. This provision for arbitration shall be
      specifically enforceable by the parties and the decision of the arbitrator
      in
      accordance herewith shall be final and binding without right of appeal. Each
      party shall pay its own expenses of arbitration and the expenses of the
      arbitrator shall be equally shared; provided,
      however,
      that if
      in the opinion of the arbitrator any claim for indemnification or any defense
      or
      objection thereto was unreasonable, the arbitrator may assess, as part of his
      award, all or any part of the arbitration expenses of the other party (including
      reasonable attorneys' fees) and of the arbitrator against the party raising
      such
      unreasonable claim, defense or objection. To the extent that arbitration may
      not
      be legally permitted hereunder and the parties to any dispute hereunder may
      not
      at the time of such dispute mutually agree to submit such dispute to
      arbitration, any party may commence a civil action in a court of appropriate
      jurisdiction to solve disputes hereunder. Nothing contained in this Section
      7.5
      shall prevent the parties from settling any dispute by mutual agreement at
      any
      time.

    


    7.6 Indemnification
      Threshold.
      Notwithstanding anything to the contrary herein, in no event shall any party
      be
      liable to any other party under any warranty, representation, indemnity or
      covenant made by such party in this Agreement until the aggregate amount of
      Damages thereunder against such party exceeds Ten Thousand Dollars ($10,000)
      (the "Threshold"),
      at
      which point such party shall be liable for the full amount of liability for
      such
      claims below and above the threshold.

    


    ARTICLE
      VIII

    


    MISCELLANEOUS

    


    8.1 Survival
      of Representations and Warranties.
      The
      representations, warranties and indemnities included or provided for in this
      Agreement or in any agreement, schedule or certificate or other document or
      instrument delivered pursuant to this Agreement will survive the Closing Date
      for a period of twenty-four months. No claim may be made by any party hereto
      unless written notice of the claim is given within that twenty-four month
      period; provided,
      however,
      that
      the foregoing limitation period will not apply to a breach of any
      representation, warranty or covenant known to any party before the Closing
      Date.

    


    8.2 Setoff.
      Buyer
      may set off any amount that may be owed to it by Seller under this Agreement
      against any amount otherwise payable to Seller by Buyer, but any such setoff
      shall in no manner limit Seller's liability, if any, to Buyer.

    


    8.3 Noncompetition.
      Seller
      shall not, at any time within the 3-year period immediately following the
      Closing Date, directly or indirectly engage in any activities similar to or
      competitive with the activities of Buyer. This provision shall be of no further
      effect in the event of a breach by Buyer of its obligations under Sections
      2.2(a).

    


    8.4
       Press
      Releases and Public Announcements.
      Prior
      to the Closing Date, neither Buyer nor Seller (nor their respective
      shareholders, officers and directors) shall issue any press release or make
      any
      public announcement concerning the matters set forth in this Agreement (other
      than as required by applicable disclosure rules or regulations) without the
      consent of the other party. Buyer and Seller will cooperate to jointly prepare
      and issue any press release which may be issued to announce the closing of
      the
      transactions contemplated by this Agreement.

    


    8.5 Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns. Buyer may, without need for any
      consent or notice to Seller, assign all of its rights and obligations under
      this
      Agreement to any Affiliate of Buyer, and such assignment shall release Buyer
      of
      all of its liabilities and obligations to Seller, provided such liabilities
      and
      obligations are fully assumed by Buyer's assignee.

    


    8.6 Notices.
      Unless
      otherwise provided herein, any notice, request, instruction or other document
      to
      be given hereunder by either party to the other shall be in writing and
      delivered by telecopy or other facsimile (with receipt acknowledged), delivered
      personally or mailed by certified mail, postage prepaid, return receipt
      requested (such mailed notice to be effective on the date such receipt is
      acknowledged or refused), to the addresses of the parties appearing below,
      or to
      such other place and with such other copies as either party may designate as
      to
      itself by written notice to the other.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    If
      to the
      Seller, to: 

     

    
      	
              EncryptaKey,
                Inc., New Jersey

            	 
	
              10805
                Holder St., Suite 210

            	 
	
              Cypress,
                CA 90630

            	 
	
              Attention:
                Kelly Owen

            	 
	
              Facsimile:
                (714) 821-8096

            	 


    

     

          If
      to the
      Buyer, to:

     

    
      	
              EncryptaKey,
                Inc., Nevada

            
	
              1802
                N. Carson St., Suite 212

            
	
              Carson
                City, NV 89701

            
	
              Attention:
                Charles Christ

            
	
              Facsimile:
                560-430-4842

            


    

        

    8.7 Choice
      of Law.
      This
      Agreement shall be governed under and construed in accordance with the laws
      of
      the State of Nevada without regard to its choice of law principles. For purposes
      of any dispute or controversy arising under this Agreement or the transactions
      contemplated hereby, the parties mutually consent to the exclusive jurisdiction
      of the state and federal courts sited within the State of Nevada.

    


    8.8
       Entire
      Agreement; Amendments And Waivers.
      This
      Agreement, together with all exhibits and schedules hereto, constitute the
      entire agreement among the parties pertaining to the subject matter hereof
      and
      supersede all prior agreements, understandings, negotiations and discussions,
      whether oral or written, of the parties. No supplement, modification or waiver
      of this Agreement shall be binding unless executed in writing by the party
      to be
      bound thereby. No waiver of any of the provisions of this Agreement shall be
      deemed or shall constitute a waiver of any other provision hereof (whether
      or
      not similar), nor shall such waiver constitute a continuing waiver unless
      otherwise expressly provided.

    


    8.9
       Multiple
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. Facsimile signature pages shall be considered
      originals.

    


    8.10 Titles.
      The
      titles, captions or headings of the Articles and Sections herein are inserted
      for convenience of reference only and are not intended to be a part of or to
      affect the meaning or interpretation of this Agreement.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed on their
      respective behalf, by their respective officers thereunto duly authorized,
      in
      multiple originals, all as of the day and year first above written.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	 	SELLER:
	 	 
	 	ENCRYPTAKEY INC., New
              Jersey
	 	 
	
              By:

            	/s/Kelly Owen                
              11/16/07
	 	Name: Kelly Owen
	 	Title:
              President


    

     

    


    
      	 	
              BUYER:

            
	 	 
	 	ENCRYPTAKEY,
              INC.,
              Nevada
	 	 
	
              By:

            	/s/Charles
              Christ            
              11/16/07
	 	Name: Charles
              Christ
	 	Title: Chief Operating
              Officer


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    Schedule
      A

     

    (Acquired
      Assets)

     

    All
      right, title and interest in patent application pending before the Patent and
      Trademark Office as application no. 60745514, filed by Kelly Owen on or about
      April 24, 2006 titled “Invisidesk Private Communication, Authentication and
      Connection Portal” and all Intellectual Property related thereto.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    Schedule
      B

     

    Assets

     

    


     

    For
      purposes of this Agreement, “Assets” shall mean the following:

     

    1.
      All of
      Assignor’s rights, duties and obligations under the Development
      Contract.

     

    2.
      All of
      Assignor’s rights in the “Encryptakey” trademark; and 

     

    3.
      All of
      Assignor’s equipment used in testing and development of the contract, listed as
      follows:

     

    
      	
              CISCO
                PURCHASES

            
	 	 
	2 x WS-C2950G-12	 
	Catalyst 2950 12 port
              10/100BTX
              W/2-GBICSLOTS ENH IMAGE -MF IN H SWITCHES.	 
	
              SERIAL
                SFHK0649W14H SFH0649W14K.

            	 
	 	 
	1 x WS-C3550-24-EMI 
              24-10/100 BTX & 2 GBIC PORTS ENHANCED	 
	MULTILAYER SW IMAGE	 
	SERIAL SCHK0648W05Q	 
	 	 
	
              2
                x
                PIX-515E-UR-BUN PIX 515E FIREWALL BUNDLES (CHASSIS UNRESTRICTED SW
                2 FE)
                

            	 
	SERIAL S88806504961
              S8880504964
              	 
	 	 
	2 x PIX-515E-FOBUN2
              PIX 515E
              FIREWALL BUNDLES (CHASSIS FAILOVER SW 2 FE PORTS) 	 
	SERIAL S88806505749
              S88806506750	 
	 	 
	1 x CISCO IDS-4230-FE
              4230
              SENSOR CHASSIS S/W TWO 10/100 PORTS UP TO 45MBPS	 
	SERIAL 22280181811	 
	 	 
	3 X CISCO HIDS-WEB-WIN
              -K9=
              WINDOWS WEB AGENT PROTECTS OS LICENSE ONLY 	 
	1 CWVMS-2.1-WI NR-K9
              VMS 2.1
              WIN 20 DEVICE RESTRICTED HIDS 3DESSW	 
	 	 
	
              SERVER
                HARDWARE

            
	 	 
	7 x IBM 86864RX X SERIES
              350
              XEON MP-1.4G 512KB 1GB RACK OPEN BAY	 
	SERIAL NUMBERS	 
	 	 
	7 x IBM 19K4638 XEON MP-1.4 G 412KB
              CACHE FOR
              XSERIES 360 TYPE 8686	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              14
                x IBM 33L3283 512 MB PC1600 ECC DDR XSERIES 255 8685 360
                8686

            	 
	 	 
	
              7
                x
                IBM 06P5740 SERVERAID 4LX 1CH PCI TO ULTRA 160 SCSI W/32MB
                CACHE

            	 
	 	 
	
              21
                x 06P5755 36.4GB U160SCSI HD 10K RPM HOT-SWAP SL

            	 
	 	 
	
              KVM
                SWITCH

            
	 	 
	1 x TRIPP.LITE B050-000 KVM SWITCH
              CONSOLE	 
	S/N 9529ACPCB587950132 BOARD I.D.
              0A0801A0433263B4	 
	FIRMWARE V 04.01.00 BUILD 3191 STANDARD
              EDITION REV. OE	 
	 	 
	7 x 6 FT CABLE FOR B050-000	 
	 	 
	
              TAPE
                BACKUP

            
	 	 
	
              1
                x
                IBM 4560SLX 4560 MODULAR TAPE LIBRARY BASE UNIT 0DR/0SLOT
                RACK

            	 
	 	 
	
              1
                x
                IBM 59P6658 4560 MODULAR TAPE LIBRARY 100/200GB LTO DRIVE
                UPGRADE

            	 
	 	 
	
              50
                x MAXELL 183800 100GB LTO-1 ULTRIUM 1PK

            	 
	 	 
	
              1
                x
                MAXELL 183804 1PK LTO UNIVERSAL CLEAN CART REQUIRES CORRECT
                FIRMWARE

            	 
	 	 
	1 x IBM 59P6659 LTO CARTRIDGE
              MAGAZINE	 
	 	 
	
              TAPE
                BACKUP SOFTWARE

            
	 	 
	7 x CA BRIGHTSTOR ARCSERVE V9 WIN BACKUP
              ED	 
	 	 
	
              ANTI-VIRUS
                SOFTWARE

            
	 	 
	20 SYMANTEC VALUE LICENSING 10022488
              SAV ENT
              8.5 10-24U	 
	 	 
	
              1
                x
                SYMANTEC 10024206 SAV ENTERPRISE EDITION 8.5 MEDIA PACK

            	 
	 	 
	
              W2K
                SERVER SOFTWARE

            
	 	 
	7 x MICROSOFT C-10-00165 WINDOWS ADV
              SERVER
              2K VOL-6.0 30PTS	 
	 	 
	
              50
                x MICROSOFT C78-00205 WINDOWS 2K SERVER VOL CAL 1 PT

            	 
	 	 
	1 x MICROSOFT C81-00047 WINDOWS TERMINAL
              SERVICES 2K INTCON VOL-5.0 30 PTS	 
	 	 
	
              SQL
                2K SOFTWARE

            
	 	 
	
              2
                x
                MICROSOFT 810-00846 SQL SERVER 2K ENT VOL-5.01 1-PROC LIC 125
                PTS

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	1 x MICROSOFT 810-00851 WWF SQL SERVER
              2K ENT
              DISK KIT	 
	 	 
	
              EXCHANGE
                2K SERVER SOFTWARE

            
	 	 
	1 x MICROSOFT 312-01423 EXCHANGE SERVER
              2K
              VOL 15PTS	 
	 	 
	50 x MICROSOFT 381-01417 EXCHANGE 2K
              VOL CAL
              1PT	 
	 	 
	1 x MICROSOFT 312-01320 WWF EXCHANGE
              SERVER
              2K FOR W2K DISK KIT	 
	 	 
	
              5194-25T
                IBM NAS BOX

            	 
	
              1IBM
                5194-25T-0000 IBM 5195 NAS Model 25T includes (3) 73.4GB
                HDD

            	 
	1IBM 5194-25T-0114 Power Cord 110v 	 
	1IBM 5194-25T-0300 512MB Memory Upgrade
              	 
	6IBM 5194-25T-3125 146.8GB 10K U160
              Hot Swap
              	 
	
              1IBM
                5194-25T-3225 2nd Processor Upgrade 

            	 
	
              2IBM
                5194-25T-3305 10/100/1000 Accel Enet Adpt 

            	 
	1IBM 5194-25T-3602 Model 25T Rack Mount
              	 
	1IBM 5194-25T-3902 PCI ServerAID 4H
              Adpt
              	 
	
              1IBM
                5194-25T-4000 Code Preload

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
      C

     

    
      	
              Item

            	
              Count

            	
              Location

            
	
              10
                key adding machine

            	
              2

            	
              Cypress
                HQ

            
	
              12U
                mobile rack case

            	
              1

            	
              Cypress
                HQ

            
	
              19”
                wide screen Monitor

            	
              1

            	
              Cypress
                HQ

            
	
              21”
                HP wide screen monitor

            	
              9

            	
              Cypress
                HQ

            
	
              2400
                lumen projector

            	
              1

            	
              Cypress
                HQ

            
	
              8u
                mobile rack case

            	
              1

            	
              Cypress
                HQ

            
	
              Brother
                Laser Multifunction fax/scanner/printer

            	
              2

            	
              Cypress
                HQ + Delmar CA

            
	
              Conference
                table

            	
              1

            	
              Cypress
                HQ

            
	
              Coffee
                machine

            	
              1

            	
              Cypress
                HQ

            
	
              credenza

            	
              2

            	
              Cypress
                HQ

            
	
              cubicle

            	
              6

            	
              Cypress
                HQ

            
	
              Executive
                cabinet whiteboard

            	
              1

            	
              Cypress
                HQ

            
	
              Executive
                desk

            	
              1

            	
              Cypress
                HQ

            
	
              Executive
                credenza with hutch

            	
              1

            	
              Cypress
                HQ

            
	
              Executive
                rolling chair

            	
              1

            	
              Cypress
                HQ

            
	
              Executive
                waiting chairs

            	
              2

            	
              Cypress
                HQ

            
	
              high
                backed guest chair

            	
              4

            	
              Cypress
                HQ

            
	
              HP
                DC7700 slim PC

            	
              6

            	
              Cypress
                HQ

            
	
              HP
                DL360 g4 server

            	
              4

            	
              Cypress
                HQ

            
	
              HP
                DL360 g5 server

            	
              5

            	
              Cypress
                HQ

            
	
              HP
                media center computer

            	
              3

            	
              Cypress
                HQ

            
	
              Icon
                touch screen 17” monitor

            	
              1

            	
              Cypress
                HQ

            
	
              in
                ceiling speakers, pair

            	
              1

            	
              Cypress
                HQ

            
	
              IO
                gear 8 port KVM

            	
              1

            	
              Cypress
                HQ

            
	
              IO
                gear 8 port VGA video switch

            	
              1

            	
              Cypress
                HQ

            
	
              L
                shaped work desk

            	
              2

            	
              Cypress
                HQ

            
	
              Long
                credenza

            	
              1

            	
              Cypress
                HQ

            
	
              Lynksys
                12 port switch

            	
              1

            	
              Cypress
                HQ

            
	
              Lynksys
                24 port switch

            	
              2

            	
              Cypress
                HQ

            
	
              Lynksys
                4 port cable DSL router

            	
              1

            	
              Cypress
                HQ

            
	
              Lynksys
                80211 b/g MIMO wireless router

            	
              1

            	
              Cypress
                HQ

            
	
              Microwave

            	
              1

            	
              Cypress
                HQ

            
	
              PBX
                phone system

            	
              1

            	
              Cypress
                HQ

            
	
              PBX
                phones

            	
              4

            	
              Cypress
                HQ

            
	
              Projector
                Screen

            	
              1

            	
              Cypress
                HQ

            
	
              Reception
                desk

            	
              1

            	
              Cypress
                HQ

            
	
              Replacement
                SSCI hard drive

            	
              4

            	
              Cypress
                HQ

            
	
              Rolling
                office chairs

            	
              12

            	
              Cypress
                HQ

            
	
              Single
                disk DVD player

            	
              2

            	
              Cypress
                HQ

            
	
              Small
                form factor Toshiba notebook

            	
              1

            	
              Cypress
                HQ

            
	
              Sony
                5.1 surround sound system

            	
              1

            	
              Cypress
                HQ

            
	
              Staples
                office 12 sheet shredder

            	
              1

            	
              Cypress
                HQ

            
	
              Targus
                notebook dock

            	
              1

            	
              Cypress
                HQ

            
	
              Toaster
                Oven

            	
              1

            	
              Cypress
                HQ

            
	
              Toshiba
                15.4” notebook computer

            	
              1

            	
              Cypress
                HQ

            
	
              Tripp-Lite
                IP KVM

            	
              1

            	
              Cypress
                HQ

            
	
              Vizio
                40” LCD wide screen TV

            	
              1

            	
              Cypress
                HQ

            
	
              Water
                cooler

            	
              1

            	
              Cypress
                HQ

            
	
              Whiteboard

            	
              1

            	
              Cypress
                HQ

            
	
              Macbook
                pro laptop

            	
              1

            	
              India

            
	
              Cisco
                3650 switch

            	
              2

            	
              Cypress
                HQ

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Cisco
                1801 router

            	
              3

            	
              Cypress
                HQ

            
	
              Cisco
                2811 router

            	
              1

            	
              Cypress
                HQ

            
	
              WS-C2950G-12
                Catalyst 2950 12 port 10/100 BTX

            	
              2

            	
              Amsterdam,
                Netherlands

            
	
              WS-C3550-24-EMI
                24-10/100 BTX & 2 GBIC Ports

            	 	
              Amsterdam,
                Netherlands

            
	
              Enhanced
                multiplayer

            	
              1

            	
              Amsterdam,
                Netherlands

            
	
              PIX-515E-UR-BUN
                PIX 515E Firewall Bundles

            	
              2

            	
              Amsterdam,
                Netherlands

            
	
              PIX-515E-FOBUN2
                PIX 515E Firewall Bundles

            	
              2

            	
              Amsterdam,
                Netherlands

            
	
              CISCO
                IDS-4230-FE 4230 SENSOR CHASSIS

            	
              1

            	
              Amsterdam,
                Netherlands

            
	
              CISCO
                HIDS-WEB-WIN -K9= WINDOWS WEB AGENT PROTECTS OS LICENSE
                ONLY

            	
              3

            	
              Amsterdam,
                Netherlands

            
	
              CWVMS-2.1-WI
                NR-K9 VMS 2.1 WIN 20 DEVICE RESTRICTED HIDS 3DESSW

            	
              1

            	
              Amsterdam,
                Netherlands

            
	
              IBM
                86864RX X SERIES 350 XEON MP-1.4G 512KB 1GB RACK

            	
              7

            	
              Amsterdam,
                Netherlands

            
	
              IBM
                19K4638 XEON MP 1.4G 412KB CACHE FOR XSERIES 360 TYPE 8686

            	
              7

            	
              Amsterdam,
                Netherlands

            
	
              IBM
                33L3283 512MB PC1600 ECC DDR XSERIES 255 8685 360 8686

            	
              14

            	
              Amsterdam,
                Netherlands

            
	
              BM
                06P5740 SERVERAID 4LX 1CH PCI TO ULTRA 169 SCSI W/32MB
                CACHE

            	
              7

            	
              Amsterdam,
                Netherlands

            
	
              06P5755
                36.4GB U160SCSI HD 10K RPM HOT-SWAP SL

            	
              21

            	
              Amsterdam,
                Netherlands

            
	
              ATEN
                TECHNOLOGIES ACS1208L 8PORT SLICEAWAY KVM SWITCH W/QT LCD CONSOLE
                LU
                BLACK

            	
              1

            	
              Amsterdam,
                Netherlands

            
	
              ATEN
                TECHNOLOGIES 2L5202P 6FT SPHD15M/DIN6M CABLE FOR
                CS1208L/CS12

            	 	
              Amsterdam,
                Netherlands

            
	
              ATEN
                IP KVM

            	
              1

            	
              Amsterdam,
                Netherlands

            
	
              IBM
                4560SLX 4560 MODULAR TAPE LIBRARY BASE UNIT 0DR/0SLOT RACK

            	
              1

            	
              Amsterdam,
                Netherlands

            
	
              IBM
                59P6658 4560 MODULAR TAPE LIBRARY 100/200GB LTO DRIVE
                UPGRADE

            	
              1

            	
              Amsterdam,
                Netherlands

            
	
              MAXELL
                183804 1PK LTO UNIVERSAL CLEAN CART

            	
              1

            	
              Amsterdam,
                Netherlands

            
	
              IBM
                59P6659 LTO CARTRIDGE MAGAZINE

            	
              1

            	
              Amsterdam,
                Netherlands

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Encryptakey,
      Inc.

    Unpaid
      Bills Detail

    As
      of November 15, 2007

     

    
      	 	
              Type

            	
              Date

            	
              Num

            	
              Due
                Date

            	
              Aging

            	
              Open
                Balance

            
	
              5w
                Public Relations

            	 	 	 	 	 	 
	 	
              Bill

            	
              5/15/2007

            	
              76946

            	
              6/1/2007

            	
              167

            	
              10,979.09

            
	 	
              Bill

            	
              6/15/2007

            	
              77118

            	
              7/1/2007

            	
              137

            	
              12,361.39

            
	 	
              Bill

            	
              8/15/2007

            	
              77445

            	
              8/25/2007

            	
              82

            	
              10,137.46

            
	
              Total
                5W Public Relations

            	 	 	 	 	 	
              33,477.94

            
	 	 	 	 	 	 	 
	
              American
                Express

            	 	 	 	 	 	 
	 	
              Bill

            	
              5/29/2007

            	
              3715-386872-61008

            	
              6/13/2007

            	
              155

            	
              68,121.94

            
	 	
              Bill

            	
              6/29/2007

            	
              3715-386872-61008

            	
              7/14/2007

            	
              124

            	
              27,461.86

            
	 	
              Bill

            	
              7/29/2007

            	
              3715-386872-61008

            	
              8/13/2007

            	
              94

            	
              10,294.46

            
	 	
              Bill

            	
              8/29/2007

            	 	
              9/8/2007

            	
              68

            	
              921.97

            
	 	
              Bill

            	
              9/30/2007

            	
              61008

            	
              10/10/2007

            	
              36

            	
              3,260.42

            
	
              Total
                American Express

            	 	 	 	 	 	
              110,060.65

            
	 	 	 	 	 	 	 
	
              American
                Registrar and Transfer Company

            	 	 	 	 	 	 
	 	
              Bill

            	
              8/8/2007

            	 	
              8/8/2007

            	
              99

            	
              35.53

            
	
              Total
                American Registrar and Transfer Company

            	 	 	 	 	 	
              35.53

            
	 	 	 	 	 	 	 
	
              Arrowhead

            	 	 	 	 	 	 
	 	
              Bill

            	
              7/14/2007

            	
              07G002828212025

            	
              8/5/2007

            	
              102

            	
              24.10

            
	 	
              Bill

            	
              9/15/2007

            	
              0710028212025

            	
              9/25/2007

            	
              51

            	
              89.87

            
	
              Total
                Arrowhead

            	 	 	 	 	 	
              113.97

            
	 	 	 	 	 	 	 
	
              AT&T

            	 	 	 	 	 	 
	 	
              Bill

            	
              10/10/2007

            	 	
              10/20/2007

            	
              26

            	
              1,178.00

            
	
              Total
                AT&T

            	 	 	 	 	 	
              1,178.00

            
	 	 	 	 	 	 	 
	
              Blue
                Mine Group

            	 	 	 	 	 	 
	 	
              Bill

            	
              3/30/2007

            	
              1687

            	
              3/30/2007

            	
              230

            	
              11,897.50

            
	 	
              Bill

            	
              4/30/2007

            	
              1701

            	
              4/30/2007

            	
              199

            	
              2,471.25

            
	 	
              Bill

            	
              5/1/2007

            	
              1696

            	
              5/1/2007

            	
              198

            	
              7,500.00

            
	
              Total
                Blue Mine Group

            	 	 	 	 	 	
              21,868.75

            
	 	 	 	 	 	 	 
	
              Cane
                Clark LLP

            	 	 	 	 	 	 
	 	
              Bill

            	
              12/31/2006

            	
              54

            	
              1/30/2007

            	
              289

            	
              8,357.10

            
	 	
              Bill

            	
              3/15/2007

            	
              FC
                34

            	
              3/15/2007

            	
              245

            	
              304.98

            
	 	
              Bill

            	
              4/17/2007

            	
              FC
                137

            	
              4/17/2007

            	
              212

            	
              263.67

            
	 	
              Bill

            	
              5/16/2007

            	
              FC
                229

            	
              5/16/2007

            	
              183

            	
              119.52

            
	 	
              Bill

            	
              5/3/2007

            	
              568

            	
              6/2/2007

            	
              166

            	
              15,824.19

            
	 	
              Bill

            	
              6/20/2007

            	
              FC
                355

            	
              6/20/2007

            	
              148

            	
              417.38

            
	 	
              Bill

            	
              6/4/2007

            	
              670

            	
              7/4/2007

            	
              134

            	
              6,068.75

            
	 	
              Bill

            	
              7/16/2007

            	
              FC
                399

            	
              7/26/2007

            	
              112

            	
              387.86

            
	 	
              Bill

            	
              7/3/2007

            	
              786

            	
              8/2/2007

            	
              105

            	
              8,459.56

            
	 	
              Bill

            	
              8/15/2007

            	
              Finance
                August

            	
              8/25/2007

            	
              82

            	
              572.69

            
	 	
              Bill

            	
              8/6/2007

            	
              919

            	
              9/5/2007

            	
              71

            	
              7,192.69

            
	 	
              Bill

            	
              9/19/2007

            	
              Finance
                Charge

            	
              9/29/2007

            	
              47

            	
              792.29

            
	 	
              Bill

            	
              9/6/2007

            	
              1057

            	
              10/6/2007

            	
              40

            	
              2,167.50

            
	
              Total
                Cane Clark LLP

            	 	 	 	 	 	
              50,928.18

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              CES

            	 	 	 	 	 	 
	 	
              Bill

            	
              2/1/2007

            	
              2403-1

            	
              3/1/2007

            	
              259

            	
              1,600.00

            
	 	
              Bill

            	
              5/1/2007

            	
              2403-3

            	
              6/1/2007

            	
              167

            	
              3,200.00

            
	 	
              Bill

            	
              5/1/2007

            	
              2403-4

            	
              10/1/2007

            	
              45

            	
              3,200.00

            
	 	
              Bill

            	
              8/29/2007

            	
              2403-6

            	
              10/1/2007

            	
              45

            	
              1,600.00

            
	
              Total
                CES

            	 	 	 	 	 	
              9,600.00

            
	 	 	 	 	 	 	 
	
              City
                of Cypress

            	 	 	 	 	 	 
	 	
              Bill

            	
              8/16/2007

            	
              Business
                License

            	
              8/26/2007

            	
              81

            	
              40.00

            
	
              Total
                City of Cypress

            	 	 	 	 	 	
              40.00

            
	 	 	 	 	 	 	 
	
              DC
                Services

            	 	 	 	 	 	 
	 	
              Bill

            	
              5/14/2007

            	
              DC/AMS/70508

            	
              5/14/2007

            	
              185

            	
              4,373.25

            
	 	
              Bill

            	
              10/7/2007

            	
              DC/AMS/70071

            	
              10/7/2007

            	
              39

            	
              4,373.25

            
	
              Total
                DC Services

            	 	 	 	 	 	
              8,746.50

            
	 	 	 	 	 	 	 
	
              Don
                D. Meyers, Associates

            	 	 	 	 	 	 
	 	
              Bill

            	
              6/6/2007

            	 	
              6/6/2007

            	
              162

            	
              1,050.00

            
	 	
              Bill

            	
              9/18/2007

            	 	
              9/28/2007

            	
              48

            	
              750.00

            
	
              Total
                Don D. Meyers, Associates

            	 	 	 	 	 	
              1,800.00

            
	 	 	 	 	 	 	 
	
              Eric
                Linxwiler

            	 	 	 	 	 	 
	 	
              Bill

            	
              6/21/2007

            	
              Expense
                Report

            	
              6/21/2007

            	
              147

            	
              1,337.71

            
	 	
              Bill

            	
              7/19/2007

            	
              Expense
                Report

            	
              7/19/2007

            	
              119

            	
              889.21

            
	 	
              Bill

            	
              7/19/2007

            	
              Expense
                Report

            	
              7/29/2007

            	
              109

            	
              663.09

            
	
              Total
                Eric Linxwiler

            	 	 	 	 	 	
              2,890.01

            
	 	 	 	 	 	 	 
	
              Exponents,
                Inc.

            	 	 	 	 	 	 
	 	
              Bill

            	
              6/28/2007

            	
              205313

            	
              6/28/2007

            	
              140

            	
              159.00

            
	 	
              Bill

            	
              6/30/2007

            	
              205336

            	
              6/30/2007

            	
              138

            	
              46.00

            
	
              Total
                Exponents, Inc

            	 	 	 	 	 	
              205.00

            
	 	 	 	 	 	 	 
	
              Federal
                Express

            	 	 	 	 	 	 
	 	
              Bill

            	
              9/20/2007

            	
              2-272-83467

            	
              9/30/2007

            	
              46

            	
              21.35

            
	 	
              Bill

            	
              9/25/2007

            	
              2-280-84193

            	
              10/5/2007

            	
              41

            	
              16.49

            
	
              Total
                Federal Express

            	 	 	 	 	 	
              37.84

            
	 	 	 	 	 	 	 
	
              In
                Tele Net

            	 	 	 	 	 	 
	 	
              Bill

            	
              7/1/2007

            	
              52512

            	
              7/31/2007

            	
              107

            	
              212.00

            
	 	
              Bill

            	
              8/1/2007

            	
              52865

            	
              8/31/2007

            	
              76

            	
              1,945.00

            
	 	
              Bill

            	
              9/1/2007

            	
              53179

            	
              9/11/2007

            	
              65

            	
              1,873.22

            
	 	
              Bill

            	
              10/1/2007

            	
              53482

            	
              10/11/2007

            	
              35

            	
              1,901.71

            
	
              Total
                In Tele Net

            	 	 	 	 	 	
              5,931.93

            
	 	 	 	 	 	 	 
	
              Knobbe,
                Martens, Olson &Bear, LLP

            	 	 	 	 	 	 
	 	
              Bill

            	
              6/26/2007

            	
              640942

            	
              6/26/2007

            	
              142

            	
              135.90

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              Bill

            	
              8/23/2007

            	
              647554

            	
              8/23/2007

            	
              84

            	
              25.13

            
	
              Total
                Knobbe, Martens, Olson & Bear, LLP

            	 	 	 	 	 	
              161.03

            
	 	 	 	 	 	 	 
	
              Law
                Offices of Morland C. Fisher

            	 	 	 	 	 	 
	 	
              Bill

            	
              8/17/2007

            	
              Trademark
                App

            	
              8/27/2007

            	
              80

            	
              975.00

            
	
              Total
                Law Offices of Morland C. Fisher

            	 	 	 	 	 	
              975.00

            
	 	 	 	 	 	 	 
	
              MEC
                - Cypress I

            	 	 	 	 	 	 
	 	
              Bill

            	
              7/18/2007

            	
              August
                Rent

            	
              7/28/2007

            	
              110

            	
              3,983.70

            
	 	
              Bill

            	
              8/17/2007

            	 	
              8/27/2007

            	
              80

            	
              3,983.70

            
	 	
              Bill

            	
              9/19/2007

            	 	
              9/29/2007

            	
              47

            	
              4,182.89

            
	
              Total
                MEC - Cypress I

            	 	 	 	 	 	
              12,150.29

            
	 	 	 	 	 	 	 
	
              Network
                World

            	 	 	 	 	 	 
	 	
              Bill

            	
              8/16/2007

            	
              1016613

            	
              8/26/2007

            	
              81

            	
              18,500.00

            
	
              Total
                Network World

            	 	 	 	 	 	
              18,500.00

            
	 	 	 	 	 	 	 
	
              Sichenzia
                Ross Friedman Ference LLP

            	 	 	 	 	 	 
	 	
              Bill

            	
              6/7/2007

            	
              35542

            	
              6/7/2007

            	
              161

            	
              7,500.00

            
	 	
              Bill

            	
              7/2/2007

            	
              35983

            	
              7/2/2007

            	
              136

            	
              5,000.00

            
	 	
              Bill

            	
              8/3/2007

            	
              36499

            	
              8/3/2007

            	
              104

            	
              5,000.00

            
	
              Total
                Sichenzia Friedman Ference LLP

            	 	 	 	 	 	
              17,500.00

            
	 	 	 	 	 	 	 
	
              TOTAL

            	 	 	 	 	 	
              296,432.66