ex10_1.htm


    
      

    

     

     

    ASSET
      PURCHASE AGREEMENT

     

     

    DATED
      AS OF JULY 10, 2007

     

     

    BY
      AND AMONG

     

    24/7
      MARKETING, LLC,

    


    and

    


    ONCALL
      SUBSCRIBER MANAGEMENT INC.,

    


    and

    


    GEORGE
      YANG

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     TABLE
      OF
      CONTENTS

     

    
      
        	
                ARTICLE
                  I DEFINITIONS

              	 
	
                1.1.

              	
                Definitions

              	
                1

              
	
                ARTICLE
                  II PURCHASE AND SALE OF THE ASSETS

              	 
	
                2.1.

              	
                Acquired
                  Assets

              	
                4

              
	
                2.2.

              	
                Excluded
                  Assets

              	
                6

              
	
                2.3.

              	
                Assumed
                  Liabilities

              	
                6

              
	
                2.4.

              	
                Retained
                  Liabilities

              	
                6

              
	
                2.5.

              	
                No
                  Expansion of Third Party Rights

              	
                7

              
	
                2.6.

              	
                Purchase
                  Price

              	
                7

              
	
                2.7.

              	
                Proration

              	
                7

              
	
                2.8.

              	
                Purchase
                  Price Allocation

              	
                8

              
	
                2.9.

              	
                Closing

              	
                8

              
	
                ARTICLE
                  III REPRESENTATIONS AND WARRANTIES

              	 
	
                3.1.

              	
                Representations
                  and Warranties of Selling Parties

              	
                8

              
	 	
                3.1.1.

              	
                Corporate
                  Existence

              	
                8

              
	 	
                3.1.2.

              	
                Authorization

              	
                8

              
	 	
                3.1.3.

              	
                No
                  Violation

              	
                8

              
	 	
                3.1.4.

              	
                Insurance

              	
                9

              
	 	
                3.1.5.

              	
                Governmental
                  Authorizations; Compliance with Laws

              	
                9

              
	 	
                3.1.6.

              	
                Real
                  Property

              	
                9

              
	 	
                3.1.7.

              	
                Tax
                  Matters

              	
                9

              
	 	
                3.1.8.

              	
                Brokers;
                  Finders

              	
                9

              
	 	
                3.1.9.

              	
                Title
                  to and Condition of Properties

              	
                9

              
	 	
                3.1.10.

              	
                Intellectual
                  Property

              	
                10

              
	 	
                3.1.11.

              	
                Contracts

              	
                10

              
	 	
                3.1.12.

              	
                Consents

              	
                11

              
	 	
                3.1.13.

              	
                No
                  Defaults or Violations

              	
                11

              
	 	
                3.1.14.

              	
                Certain
                  Environmental Matters

              	
                12

              
	 	
                3.1.15.

              	
                Litigation

              	
                12

              
	 	
                3.1.16.

              	
                Inventories

              	
                12

              
	 	
                3.1.17.

              	
                Assets
                  Sufficient for Conduct of Business

              	
                12

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      (continued)


      
        	 	
                3.1.18.

              	
                Financial
                  Statements

              	
                13

              
	 	
                3.1.19.

              	
                No
                  Material Change

              	
                13

              
	 	
                3.1.20.

              	
                Employment
                  Matters

              	
                13

              
	 	
                3.1.21.

              	
                Labor
                  Disputes; Compliance

              	
                13

              
	 	
                3.1.22.

              	
                Accuracy
                  of Statements

              	
                14

              
	 	
                3.1.23.

              	
                No
                  Undisclosed Liabilities

              	
                14

              
	 	
                3.1.24.

              	
                No
                  Other Agreement

              	
                14

              
	
                3.2.

              	
                Representations
                  and Warranties of Buyer

              	
                14

              
	 	
                3.2.1.

              	
                Authorization

              	
                14

              
	 	
                3.2.2.

              	
                No
                  Violation

              	
                15

              
	
                ARTICLE
                  IV EMPLOYEES

              	 
	
                4.1.

              	
                Employees

              	
                15

              
	
                4.2.

              	
                Continuing
                  Employees

              	
                15

              
	
                4.3.

              	
                Employment
                  Obligations

              	
                15

              
	
                4.4.

              	
                Employees
                  Not Accepting Employment

              	
                15

              
	
                ARTICLE
                  V CERTAIN COVENANTS

              	 
	
                5.1.

              	
                Public
                  Announcements

              	
                16

              
	
                5.2.

              	
                Interference
                  with Relationships

              	
                16

              
	
                5.3.

              	
                Confidential
                  Information

              	
                16

              
	
                5.4.

              	
                Enforceability

              	
                16

              
	
                5.5.

              	
                Remedies

              	
                17

              
	
                5.6.

              	
                Temporary
                  Space

              	
                17

              
	
                5.7.

              	
                Further
                  Assurances

              	
                17

              
	
                ARTICLE
                  VI CONDITIONS PRECEDENT

              	 
	
                6.1.

              	
                Conditions
                  to Obligation of Buyer

              	
                17

              
	 	
                6.1.1.

              	
                Representations;
                  Performance

              	
                17

              
	 	
                6.1.2.

              	
                Certain
                  Approvals

              	
                18

              
	 	
                6.1.3.

              	
                Corporate
                  Approvals

              	
                18

              
	 	
                6.1.4.

              	
                No
                  Proceeding or Litigation

              	
                18

              
	 	
                6.1.5.

              	
                No
                  Material Adverse Change

              	
                18

              
	 	
                6.1.6.

              	
                Acquired
                  Assets and Documents Delivered

              	
                18

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      
         

        TABLE
          OF CONTENTS

        (continued)


      

      
        	
                6.2.

              	
                Conditions
                  to Obligation of Selling Parties

              	
                19

              
	 	
                6.2.1.

              	
                Representations;
                  Performance

              	
                19

              
	 	
                6.2.2.

              	
                No
                  Proceeding or Litigation

              	
                19

              
	 	
                6.2.3.

              	
                Purchase
                  Price and Documents Delivered

              	
                19

              
	
                ARTICLE
                  VII INDEMNIFICATION BY SELLING PARTIES

              	 
	
                7.1.

              	
                Seller
                  Indemnification

              	
                19

              
	
                7.2.

              	
                Buyer
                  Indemnification

              	
                20

              
	
                7.3.

              	
                Survival

              	
                20

              
	
                7.4.

              	
                Procedure
                  for Indemnification; Third-Party Claims

              	
                20

              
	
                7.5.

              	
                Right
                  of Setoff and Holdback

              	
                21

              
	
                ARTICLE
                  VIII MISCELLANEOUS

              	 
	
                8.1.

              	
                Expenses

              	
                22

              
	
                8.2.

              	
                Assignment;
                  Successors

              	
                22

              
	
                8.3.

              	
                Amendment
                  and Modification; Waivers

              	
                22

              
	
                8.4.

              	
                Notices

              	
                23

              
	
                8.6.

              	
                Further
                  Assurances; Records

              	
                24

              
	
                8.7.

              	
                Governing
                  Law

              	
                24

              
	
                8.8.

              	
                Entire
                  Agreement

              	
                25

              
	
                8.9.

              	
                Severability

              	
                25

              
	
                8.10.

              	
                Section
                  Headings

              	
                25

              
	
                8.11.

              	
                Counterparts;
                  Facsimile Execution

              	
                25

              


      

    

     

     

    Schedule
      1.  Continuing Employees.

    Exhibit
      A.     Form of Assignment and Bill of Sale.

    Exhibit
      B.      Form of Assignment and Assumption of
      Contracts.

    Exhibit
      C.      Form of Escrow Agreement.


    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    


    ASSET
      PURCHASE AGREEMENT

     

    This
      ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of July 10, 2007,
      by and among 24/7 MARKETING, LLC, a Nevada limited liability company
      (“Buyer”), ONCALL SUBSCRIBER MANAGEMENT INC., a duly registered
      Philippine corporation and its successors and assigns (“Seller”) and
      GEORGE YANG, of legal age, Filipino, and with a postal address at 88 Panay
      Avenue, Quezon City (“Designated Shareholder” and together with the
      Seller, the “Selling Parties”).  Buyer, Seller, and Designated
      Shareholder are sometimes referred to in this Agreement collectively as the
      “Parties” and each individually as a “Party.”

     

    RECITALS

     

    A.           Seller
      provides a variety of business process outsourcing, telemarketing, and other
      subscriber and customer services at the OSM Site (the “Business”) that
      Buyer desires to acquire to assist it in attracting and retaining additional
      subscribers for the business of Buyer and its Affiliates and to offer services
      to other businesses.

     

    B.           Seller
      wishes to sell, assign and transfer to Buyer, and Buyer wishes to purchase
      from
      Seller, as a going concern, the Business and substantially all of the assets
      of
      Seller, owned individually or jointly by any of Seller or any of its
      wholly-owned subsidiary of Seller and used in the conduct of the Business,
      and
      Buyer is further prepared to assume certain specified Liabilities of Seller
      related to the Business, in consideration of and upon such other terms and
      conditions set forth in this Agreement. Buyer and Seller desire that Buyer
      acquire certain assets of Seller related to the Business upon the terms and
      conditions set forth in this Agreement.

     

    C.           Designated
      Shareholder, who as the owner of 75% of the outstanding shares of capital stock
      of Seller, has agreed to be a Party to this Agreement as specified
      herein.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants
      and agreements contained herein, the receipt and sufficiency of which are hereby
      acknowledged, the Parties, intending to be legally bound, agree as
      follows:

     

    AGREEMENT

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1.           Definitions.  Except
      as otherwise expressly provided herein or unless the context otherwise requires,
      initially capitalized terms used in this Agreement have the following
      meanings:

     

    “Accepted
      Claim” has the meaning specified in Section 7.5.3.

     

    “Acquired
      Assets” has the meaning specified in Section 2.1.

     

    “Affiliate”
      means with respect to any specified Person, any other Person that directly,
      or
      indirectly through one or more intermediaries, controls, is controlled by or
      is
      under common control with such specified Person with the terms “control” and
“controlled” meaning for purposes of this definition, the power to direct the
      management and policies of a Person, directly or indirectly, whether through
      the
      ownership of voting securities or partnership or other ownership interests,
      or
      by contract or otherwise.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    “Agreement”
      has the meaning set forth in the first paragraph of this Agreement, and includes
      the Schedules and Exhibits attached hereto and any amendment
      hereto.

     

    “Applicable
      Law” means any applicable federal, state, local, municipal, foreign,
      international, multinational or other constitution, treaty, statute, law,
      by-law, ordinance, principle of common law (including any ruling or decision
      of
      a judicial or quasi-judicial entity), code, regulation, rule or enforceable
      policy of a Governmental Authority.

     

    “Assigned
      Contracts” has the meaning specified in Section 2.1(d).

     

    “Assumed
      Liabilities” has the meaning specified in Section 2.3.

     

    “Buyer”
      has the meaning specified in the preamble of this Agreement.

     

    “Business”
      has the meaning specified in Recital A above.

     

    “Business
      Day” means a day other than a Saturday, Sunday or day on which commercial
      banks in Phoenix, Arizona are generally closed for business.

     

    “Claim”
      means any demand, claim, action, investigation, Proceeding (whether at law
      or in
      equity) or arbitration.

     

    “Closing”
      and “Closing Date” have the meanings specified in Section
      2.7.

     

    “Confidential
      Information” has the meaning specified in Section 5.3.

     

    “Consent”
      has the meaning specified in Section 3.1.3.

     

    “Continuing
      Employees” has the meaning specified in Section 4.1.

     

    “Dispute
      Notice” has the meaning specified in Section 7.5.3.

     

    “Disputed
      Claim” has the meaning specified in Section 7.5.3.

     

    “Escrow
      Agent” means Thomas Title & Escrow, LLC.

     

    “Escrow
      Agreement” has the meaning specified in Section 7.5.6.

     

    “Escrow
      Account” has the meaning specified in Section 2.6(b).

     

    “Escrow
      Amount” has the meaning specified in Section 2.6(b).

     

    “Excluded
      Assets” has the meaning specified in Section 2.2.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “GAAP”
      means generally accepted accounting principles as employed in the United States
      of America.

     

    “Governmental
      Authority” means any (i) nation, state, county, province, city, town,
      borough, village, district or other jurisdiction, (ii) federal, state, county,
      local, municipal, foreign or other government, (iii) governmental or
      quasi-governmental authority of any nature (including any agency, branch,
      department, board, commission, court, tribunal or other entity exercising
      governmental or quasi-governmental powers), (iv) body exercising, or entitled
      to
      exercise, any administrative, executive, judicial, legislative, police,
      regulatory or taxing authority or power, or (v) official of any of the
      foregoing.

     

    “Indemnified
      Party” means each of the Seller Indemnified Parties and Buyer Indemnified
      Parties.

     

    “Indemnifying
      Party” has the meaning specified in Section 7.4(a).

     

    “Intellectual
      Property” has the meaning specified in Section 2.1(k).

     

    “Liability”
      means with respect to any Person (including any Party), any Liability of such
      Person of any kind, character or description, whether known or unknown, absolute
      or contingent, accrued or unaccrued, disputed or undisputed, liquidated or
      unliquidated, secured or unsecured, joint or several, due or to become due,
      vested or unvested, executory, determined, determinable or otherwise, and
      whether or not the same is required to be accrued on the financial statements
      of
      such Person.

     

    “Lien”
      means, with respect to the Acquired Assets, any mortgage, pledge, hypothecation,
      right of others, claim, security interest, encumbrance, lease, sublease,
      license, occupancy agreement, adverse claim or interest, easement, covenant,
      encroachment, burden, title defect, title retention agreement, voting trust
      agreement, interest, equity, option, lien, right of first refusal, charge or
      other restrictions or limitations of any nature whatsoever.

     

    “Loss”
      means any and all judgments, losses, Liabilities, amounts paid in settlement,
      damages, fines, penalties, deficiencies, losses and expenses (including
      interest, court costs, reasonable fees and expenses of attorneys, accountants
      and other experts or other reasonable expenses of litigation or other
      proceedings or of any claim, default or assessment).

     

    “Notice
      of Claim” has the meaning specified in Section 7.5.2.

     

    “OSM
      Site” has the meaning specified in Section 2.1(i).

     

    “Person”
      means any individual, firm, partnership, association, unincorporated
      organization, trust, corporation, or any other entity, including, without
      limitation, a government or any department, agency or instrumentality
      thereof.

     

    “Proceeding”
      means any demand, claim, suit, action, litigation, investigation, arbitration,
      administrative hearing or other proceeding of any nature.

     

    “Purchase
      Price” has the meaning specified in Section 2.6.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Retained
      Liabilities” has the meaning specified in Section 2.4.

     

    “Seller’s
      Base Balance Sheet” has the meaning specified in Section
      3.1.18.

     

    “Seller
      Closing Documents” has the meaning specified in Section
      6.1.6.

     

    “Tax”
      means any income, gross receipts, license, payroll, employment, excise,
      severance, stamp, occupation, premium, property, environmental, windfall profit,
      customs, vehicle, airplane, boat, vessel or other title or registration, capital
      stock, franchise, employees’ income withholding, foreign or domestic
      withholding, social security, unemployment, disability, real property, personal
      property, sales, use, transfer, value added, alternative, add-on minimum and
      other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever
      and any interest, penalty, addition or additional amount thereon imposed,
      assessed or collected by or under the authority of any Governmental Authority
      or
      payable under any tax-sharing agreement or any other contract.

     

    “Transition
      Period” has the meaning specified in Section 4.1.

     

    ARTICLE
      II

    PURCHASE
      AND SALE OF THE ASSETS

     

    2.1.           Acquired
      Assets.  Subject to the exclusions contained in Section 2.2
      and subject to and upon terms and conditions contained herein, at the Closing
      Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer
      shall purchase from Seller, free and clear from any Lien, all of the assets,
      properties, rights and goodwill of Seller, wherever located, used in, or
      associated with the Business (hereinafter sometimes collectively referred to
      as
      the “Acquired Assets”), including, without limitation:

     

    (a)           all
      cash, cash equivalents, short-term investments, deposits, and accounts
      receivable of Seller on the Closing Date;

     

    (b)           all
      of Seller’s inventories and other materials, supplies, components and
      accessories associated with or used in the operation of the Business whether
      on
      hand, in transit, or on order as of the Closing Date;

     

    (c)           all
      tangible personal property associated with operating and maintaining the
      Business, including all machinery, equipment, tools, materials, furniture,
      hardware, computer hardware and peripherals, computer software, fixtures,
      improvements and other items;

     

    (d)           all
      rights and interests of Seller, as of the Closing Date, under all contracts
      and
      agreements pertaining to the operation of the Business (collectively, the
“Assigned Contracts”);

     

    (e)           all
      prepaid items, deposits, and unbilled costs and fees relating to the Business,
      if any;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (f)           all
      licenses, permits, and other governmental authorizations of Seller and all
      pending applications therefore or renewals thereof relating to the Business
      or
      any of the Acquired Assets, in each case to the extent transferable to
      Buyer;

     

    (g)           all
      claims of Seller against third parties relating to the Business or Acquired
      Assets, whether choate or inchoate, known or unknown, contingent or
      non-contingent;

     

    (h)           all
      goodwill of the Selling Parties relating to the Business;

     

    (i)           all
      right, title and interest of Seller or Designated Shareholder in the land,
      structures, improvements and fixtures associated with the operation of the
      Business and all rights of way, uses licenses, easements and appurtenances
      thereto, including, without limitation, Seller’s rights and options with respect
      to the call center owned by 24 by 7 Contact Solutions, Inc. and located at
      Thompson Square Building, Tomas Morato corner Roces Avenue, Quezon City, Metro
      Manila, Philippines (the “OSM Site”);

     

    (j)           originals
      or copies of all data and records (whether in print, electronic other format),
      related to the operations of the Business and/or the ownership of the Acquired
      Assets, including client and customer lists and records, referral sources,
      research and development reports and records, production reports and records,
      service and warranty records, equipment logs, operating guides and manuals,
      financial and accounting records, creative materials, advertising materials,
      promotional materials, studies, reports, correspondence and other similar
      documents and records and, subject to Applicable Laws, copies of all personnel
      records;

     

    (k)           all
      of the following proprietary rights owned by, issued to or licensed to Seller
      or
      Designated Shareholder that are used in Seller’s operation of the Business,
      along with all income, royalties, damages and payments due or payable at Closing
      or thereafter (including, without limitation, damages and payments for past
      or
      future infringements or misappropriations thereof), the right to sue and recover
      for past infringements or misappropriations thereof and any and all
      corresponding rights that, now or hereafter, may be secured throughout the
      world: trademarks, service marks, trade dress, logos, trade names and corporate
      names together with all goodwill associated therewith (including without
      limitation, the use of the current corporate name and trade names and all
      translations, adaptations, derivations and combinations of the foregoing);
      copyrights and copyrightable works; mask works; and all registrations,
      applications and renewals for any of the foregoing; trade secrets and
      confidential information (including, without limitation, ideas, formulae,
      compositions, know-how, manufacturing and production processes and techniques,
      research and development information, drawings, specifications, designs, plans,
      proposals, technical data, financial, business and marketing plans, and customer
      and supplier lists and related information); computer software (including,
      without limitation, data, data bases, systems and related documentation); other
      proprietary rights; and all copies and tangible embodiments of the foregoing
      (in
      whatever form or medium) (collectively, the “Intellectual
      Property”);


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (l)           Seller’s
      interests in its Internet website, including the domain, site design and related
      software, related electronic mail addresses, and any and all intellectual
      property rights relating to the Business;

     

    (m)           Seller’s
      employee files and records relating the Business, including original copies
      of
      any employment, noncompetition, or other similar agreements to which Seller
      is a
      party, and all employment-related correspondence and documentation of employee
      performance reviews; and

     

    (n)           all
      other tangible and intangible assets that, together with the above, would be
      used or useful in connection with operating the Business after the Closing
      Date.

     

    2.2.           Excluded
      Assets.  Notwithstanding anything to the contrary contained in
Section 2.1 or elsewhere in this Agreement, any property or assets of
      Seller that is not listed or otherwise referenced in Section 2.1
      (collectively, the “Excluded Assets”) are not part of the purchase and
      sale contemplated hereunder and shall remain the property of Seller after the
      Closing. 

     

    2.3.           Assumed
      Liabilities.  With respect to the Business, on the Closing Date,
      Buyer shall assume and agree to fully satisfy and discharge in accordance with
      their terms only the following liabilities of Seller (the “Assumed
      Liabilities”):

     

    (a)           Seller’s
      trade accounts payable relating to the operation of the Business that are
      reflected on the Seller’s Base Balance Sheet (as defined below in Section
      3.1.18) (and any such accounts payable arising in the ordinary course
      between the dates of the Seller’s Base Balance Sheet and the Closing Date) that
      remain unpaid at and are not delinquent as of the Closing Date;

     

    (b)           Seller’s
      obligations arising under those real property, capital, operating or other
      leases entered into in connection with operating the Business (excluding the
      lease for the OSM Site during the Transition Period, including all related
      Taxes, and any delinquent payment charges, interest, penalties or other
      obligations arising from Seller’s failure to satisfy such obligations that arose
      prior to the Closing Date); and

     

    (c)           Any
      Liability of Seller directly associated with the Business or the Acquired Assets
      that arises after the Closing Date Business (excluding Liability of Seller
      directly associated with the Continuing Employees during the Transition Period,
      including all related Taxes).

     

    2.4.           Retained
      Liabilities.  The Retained Liabilities shall remain the exclusive
      responsibility of, and shall be retained, paid, performed and discharged
      exclusively by, Seller.  “Retained Liabilities” shall mean
      every liability (of any kind, character or description, whether known or
      unknown) of Seller other than the Assumed Liabilities enumerated in Section
      2.3 above, including without limitation: 

     

    (a)           Any
      Liability of Seller directly associated with the Continuing Employees during
      the
      Transition Period, including all related Taxes; and

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (b)           Any
      Liability of Seller directly associated with the lease for the OSM Site during
      the Transition Period, including all related Taxes.

     

    2.5.           No
      Expansion of Third Party Rights.  The assumption by Buyer of the
      Assumed Liabilities, and the transfer thereof by Seller, shall in no way expand
      the rights and remedies of any third party against Seller or against Buyer,
      as
      assignee of Seller, as compared to the rights and remedies that such third
      party
      would have had against Seller or against Buyer, as assignee of Seller, had Buyer
      not assumed such liabilities.  Without limiting the generality of the
      preceding sentence, the assumption by Buyer of such liabilities shall not create
      any third-party beneficiary rights.

     

    2.6.           Purchase
      Price.  In consideration for the Acquired Assets and the Business,
      and for the covenants and obligations of the Selling Parties hereunder and
      under
      the Seller Closing Documents (as defined in Section 6.1.6 below), on the
      Closing Date, Buyer shall pay to Seller $4,500,000 (U.S. Dollars) for the
      Acquired Assets (the “Purchase Price”), which shall be comprised of the
      following amounts to be paid by Buyer or its parent, YP Corp., Inc., a Nevada
      Corporation:

     

    (a)           Buyer
      shall pay $4,050,000 (U.S. Dollars) to Seller by wire transfer in immediately
      available funds to such account or accounts as the Selling Parties may
      designate; and

     

    (b)           Buyer
      shall deduct and withhold $450,000 (U.S. Dollars) (the “Escrow Amount”)
      from the Purchase Price and place it in an escrow account (the “Escrow
      Account”) to be administered by the Escrow Agent as security to cover
      potential losses or other claims for which Buyer would be entitled to
      indemnification under ARTICLE VII of this Agreement and to be distributed
      to the Parties in accordance with the provisions of Section 7.5
      hereof.

     

    2.7.           Proration.  Buyer
      and Selling Parties agree that all of the items normally prorated, including
      Taxes and fees for services rendered in respect of the Acquired Assets shall
      be
      prorated as of the Closing Date, with Selling Parties liable or entitled to
      receive payment, as applicable, to the extent such items relate to any time
      period through the Closing Date, and Buyer liable or entitled to receive
      payment, as applicable, to the extent such items relate to any time period
      subsequent to the Closing Date.  In connection with such proration, in
      the event that actual figures are not available as of the Closing Date, the
      proration shall be based upon the actual amount of such Taxes or fees for the
      preceding year or month (or other appropriate period) for which actual Taxes
      or
      fees are available and such Taxes or fees shall be reprorated upon request
      of
      either Selling Parties or Buyer made within 60 days of the date that the actual
      amounts become available.  Selling Parties and Buyer agree to furnish
      each other with such documents and other records as may be reasonably requested
      in order to confirm all adjustment and proration calculations made pursuant
      to
      this Section. 

     

    2.8.           Purchase
      Price Allocation.  Selling Parties and Buyer shall each be
      entitled to prepare and rely on its own allocation of the Purchase Price for
      all
      Tax purposes and in all filings, declarations and reports with the appropriate
      taxing authorities in respect thereof, provided that each such Party’s
      allocation shall be consistent with the requirements of the National Internal
      Revenue Code of 1997, as amended.

     

    
      
        
        

      

      
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    2.9.           Closing.  The
      closing of the purchase and sale of the Acquired Assets (the “Closing”)
      will take place at the offices of Snell & Wilmer, L.L.P. located at One
      Arizona Center, Phoenix, Arizona 85004, commencing at 10:00 a.m. (Pacific
      Standard time) on July 10, 2007, or at such other date, time and place as may
      be
      agreed upon by the Parties and shall be effective as of 12:00 a.m. (Pacific
      Standard time) on July 11, 2007, which date and time is sometimes referred
      to in
      this Agreement as the “Closing Date.”

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1.           Representations
      and Warranties of Selling Parties.  The Selling Parties hereby,
      jointly and severally, represent and warrant to Buyer as follows:

     

    3.1.1.    Corporate
      Existence.  Each Selling Party (a) if he or she is a natural
      Person, is competent to, and (b) if it is an entity, is a corporation duly
      incorporated, validly existing and in good standing under Philippine law and
      has
      full corporate power and authority to own or lease its properties and to carry
      on its business as now conducted.  Seller has delivered to Buyer true
      and complete copies of the articles of incorporation, bylaws, and/or other
      organizational documents of Seller as amended to date.  Designated
      Shareholder is the owner of 75% of the outstanding shares of capital stock
      of
      Seller.  Seller does not presently own, directly or indirectly, any
      shares of capital stock of or other equity interest in any corporation,
      partnership or other entity.  

     

    3.1.2.    Authorization.  Seller
      has full corporate power and authority to enter into and perform its obligations
      under this Agreement and to consummate the transactions contemplated
      herein.  The execution, delivery and performance of this Agreement by
      Seller have been duly authorized by all requisite corporate
      action.  This Agreement is the legal, valid and binding obligation of
      Seller enforceable in accordance with its terms, except as enforceability may
      be
      limited by equitable principles or by bankruptcy, fraudulent conveyance or
      insolvency laws affecting creditors’ rights generally.  Upon the
      execution and delivery by Seller of the Seller Closing Documents (as defined
      below), such documents shall constitute the legal, valid and binding obligation
      of Seller, enforceable against Seller in accordance with their respective terms,
      except as such enforcement may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting creditors’ rights and
      remedies generally.

     

    3.1.3.    No
      Violation.  The execution and delivery of this Agreement by Seller
      and the consummation of the transactions contemplated herein do not and will
      not
      violate or result in a default under (i) the articles of incorporation, bylaws
      or other organizational documents of Seller, or (ii) subject to the receipt
      of
      any necessary Consents, (a) any license, permit or other governmental
      authorization, or (b) any judgment, order, decree, law, rule or regulation
      applicable to Seller.  No consent, approval, authorization, order,
      filing, registration or qualification of or with any governmental authority
      or
      any other Person (“Consent”) is required to be obtained by Seller in
      connection with the execution and delivery of this Agreement by Seller or the
      consummation of the transactions contemplated herein except for those Consents
      which have been obtained by Seller prior to the Closing Date.

     

    
      
        
        

      

      
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    3.1.4.    Insurance.  Seller
      has delivered to Buyer accurate and complete copies, of all policies of
      insurance covering the Acquired Assets and Business of Seller as of the date
      hereof.  No written notice of termination of any such policy has been
      received by Seller.

     

    3.1.5.    Governmental
      Authorizations; Compliance with Laws.  Seller has not received
      written notice that it is in violation of or is in default under: (i) any
      governmental licenses, franchises, permits, approvals and other governmental
      authorizations that are necessary to entitle Seller to own or lease, operate
      and
      use its assets and properties and to conduct the Business as now conducted;
      (ii)
      any judgment, order or decree of any court or administrative agency applicable
      to it; or (iii) any law, rule or regulation applicable to it; which could
      reasonably be expected to result in any liability on the part of
      Seller.

     

    3.1.6.    Real
      Property.  Seller does not own, nor since the date of Seller’s
      organization, has it ever owned, any fee simple interest in real
      property.  The OSM Site is the only real property in which Seller
      currently holds an interest, and Seller has provided Buyer with complete copies
      of all documentation pertaining to Seller’s interest in the OSM
      Site.  All obligations of Seller currently due and owing with respect
      to the Seller’s interest in the OSM Site have been fully satisfied as of the
      Closing Date.  Seller does not hold, and is not obligated under or a
      party to, any obligation, right of first refusal or other contractual right
      to
      purchase, acquire, sell, assign or dispose of any real property or any portion
      thereof or interest therein.  Seller’s use of any facilities or other
      real property in the operation of the Business is permitted as of right under
      all Applicable Laws (including zoning laws). 

     

    3.1.7.    Tax
      Matters.  Seller has complied with all Applicable Laws with
      respect to the payment of Taxes applicable to Seller, its assets (including
      the
      Acquired Assets) and operations.  Since the date of Seller’s
      organization, Seller has filed all applicable tax returns and has paid all
      Taxes
      applicable thereto in a timely manner.  All such tax returns were
      correct and complete in all material respects.  All Taxes owed by or
      attributable to Seller with respect to tax returns the due date of which
      preceded the date of this Agreement (and for which due date no extension has
      been granted by the applicable taxing authority) have been paid.  No
      deficiency or proposed adjustment that has not been settled or otherwise
      resolved for any amount of Taxes has been asserted or assessed by any taxing
      authority against Seller.  There is no Proceeding or audit by any
      taxing authority or any claim for refund now in progress, pending or threatened
      against or with respect to Seller regarding Taxes.  Seller has
      withheld and paid all Taxes required to be withheld and paid in connection
      with
      any amounts paid or owing to Seller’s employees.

     

    3.1.8.    Brokers;
      Finders.  Seller has not retained any broker or finder in
      connection with the transactions contemplated herein so as to give rise to
      any
      valid claim against Buyer for any brokerage or finder’s commission, fee or
      similar compensation.

     

    3.1.9.    Title
      to
      and Condition of Properties.  Seller has good and marketable title
      to, is the lawful owner of, and has the full right to sell, convey, transfer,
      assign and deliver the Acquired Assets free and clear of any
      Liens.  At and as of the Closing, Seller will convey the Acquired
      Assets to Buyer by deed, bill of sale, certificates of title and instruments
      of
      assignment and transfer effective to vest in Buyer, and Buyer will have, good
      and valid record and marketable title to all of the Acquired Assets, free and
      clear of all Liens.  The Acquired Assets are in good operating
      condition and in a state of reasonable maintenance and repair, and are suitable
      for use in connection with the operation of the Business.

     

    
      
        
        

      

      
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    3.1.10.    Intellectual
      Property.  All of the universal proprietary rights for
      Intellectual Property is owned by Seller free and clear of all encumbrances
      or
      has been duly licensed for use by Seller.  None of the Intellectual
      Property has been or is the subject of any pending adverse claim, any threatened
      litigation or claim of infringement.  The products Seller manufactures
      at or which are produced by or in connection with the operation of the Business,
      or which the Business sells, do not, and any process, method, part, design
      or
      material it employs, or the marketing and use by the Business of any such
      product or any service does not, to the best knowledge of Seller, infringe
      any
      trademark, trade name, or copyright of another, and Seller has not received
      any
      notice contesting its right to use any trademark, trade name, product, process,
      design, computer program or written work now used by it in connection with
      the
      Business or the operation thereof.  Seller owns or possesses adequate
      rights in perpetuity in and to all Intellectual Property necessary to conduct
      the business of the Business as presently conducted.

     

    3.1.11.    Contracts.

     

    (a)           Seller
      has delivered to Buyer accurate and complete copies, of the following contracts
      and agreements (including all amendments thereto) relating to the Acquired
      Assets or the conduct of the Business:

     

    (A)           each
      contract or agreement that involves performance of services or delivery of
      goods
      or materials by or to Seller of any amount for the current fiscal year and
      each
      contract or agreement that involves performance of services or delivery of
      goods
      or materials by or to Seller of an amount or value in excess of $2,500 in any
      other fiscal year relating to the Acquired Assets or the conduct of the
      Business;

     

    (B)           each
      contract or agreement affecting the ownership of, leasing of, title to, use
      of
      or any leasehold or other interest in any property (real or personal) used
      in
      the conduct of the Business;

     

    (C)           each
      contract or agreement involving a sharing of profits, losses, costs or
      Liabilities by Seller with any other Person (other than cost-sharing
      arrangements between Seller) used in the conduct of the Business;

     

    (D)           each
      contract or agreement containing covenants that in any way purport to restrict
      Seller’s business activity or limit the freedom of Seller to engage in any line
      of business or to compete with any Person;

     

    (E)           each
      contract or agreement for capital expenditures by Seller in excess of $2,500
      in
      any fiscal year relating to the Acquired Assets or the Business;

     

    
      
        
        

      

      
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    (F)           each
      contract or agreement providing warranty coverage or relating to maintenance
      and/or service for any tangible personal property; and

     

    (G)           each
      written warranty, guaranty, surety and/or other similar undertaking with respect
      to financial support or contractual performance extended by Seller other than
      in
      the ordinary course of business.

     

    (b)           Each
      Assigned Contract is in full force and effect and is valid and enforceable
      in
      accordance with its terms, except as such enforcement may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
      affecting creditors’ rights and remedies generally, and subject, as to
      enforceability, to general principles of equity, including principles of
      commercial reasonableness, good faith and fair dealing (regardless of whether
      enforcement is sought in a Proceeding at law or in equity).

     

    (c)           With
      respect to each Assigned Contract:

     

    (A)           Seller
      is, and at all applicable times has been, in compliance with all applicable
      terms and requirements of each Assigned Contract;

     

    (B)           each
      other Person that has or had any Liability under any Assigned Contract is and
      at
      all times has been, in full compliance with all applicable terms and
      requirements of such Assigned Contract;

     

    (C)           no
      event has occurred or circumstance exists that (with or without notice or lapse
      of time) may constitute or result in a breach by Seller, or give any other
      Person the right to declare a default or exercise any remedy under, or to
      accelerate the maturity or performance of, or payment under, or to cancel,
      terminate or modify, any Assigned Contract;

     

    (D)           Seller
      has not given to or received from any other Person any notice or other
      communication (whether oral or written) regarding any actual, alleged, possible
      or potential breach of any Assigned Contract;

     

    3.1.12.    Consents.
      All
      Consents required to be obtained by Seller to consummate the transactions
      contemplated herein shall have been obtained. Seller has exercised its option
      under that certain Asset Purchase Agreement dated April 20, 2007 by and between
      Seller and 24 by 7 Contact Solutions, Inc. and all obligations of Seller for
      payment with respect to such option have been fully satisfied as of the Closing
      Date.

     

    3.1.13.    No
      Defaults or Violations.  

     

    (a)           Seller
      has not materially breached any provision of; nor is it in material default
      under the terms of; any lease, contract, commitment, agreement, indenture,
      mortgage, lien, instrument, plan or license to which it is a party or under
      which it has any rights or by which it is bound and which relates to the
      business or operation of the Business and no other party to any such lease,
      contract, commitment or agreement is in default thereunder in any material
      respect, and

     

    
      
        
        

      

      
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    (b)           Seller
      is not in any material violation or default of; or with respect to, any law,
      governmental regulation or rule or order of any governmental authority that
      is
      applicable in any way to the business or operation of the
      Business.  None of the properties owned by Seller and included in the
      Acquired Assets, or the occupancy or operation thereof; is in material violation
      of any law, building, zoning or other ordinance, code or regulation applicable
      to it, or is subject to any law, ordinance, code, regulation or order requiring
      any change, assessment or penalty, which would adversely affect the business
      of
      Seller or operation of the Business, and no notice from any governmental
      authority has been served upon Seller claiming any violation of any such law,
      ordinance, code or regulation or requiring any work or construction or asserting
      any assessment or penalty which would have an adverse effect on the business
      or
      operation of the Business.  Seller is in material compliance with, and
      no violation exists under, any law, rule, regulation or permit applicable to
      the
      Business and the operation thereof.

     

    3.1.14.    Certain
      Environmental Matters.  The operation of the Business (or any of
      the Acquired Assets as currently used) does not violate any applicable
      environmental law in effect as of the date hereof and no condition or event
      has
      occurred which, with notice or the passage of time or both, would constitute
      a
      violation of any such law.  Seller has timely filed all reports
      required to be filed with respect to the real property used in connection with
      operating the Business and has generated and maintained all required data,
      documentation and records under any applicable environmental laws with respect
      thereto.

     

    3.1.15.    Litigation.  No
      action, suit, proceeding or investigation is pending against Seller, and Seller
      has not received written notice of any threatened action, suit, proceeding
      or
      investigation against Seller, which could reasonably be expected, either
      individually or in the aggregate, to result in any liability on the part of
      Seller.  There are no actions, suits, labor disputes or other
      litigation, proceedings or governmental investigations pending or, to the
      knowledge of Seller, threatened against or affecting Seller, or any officers,
      directors, employees or the stockholders thereof in their capacity as such,
      or
      any of the properties or businesses thereof; or relating to the transactions
      contemplated by this Agreement.  Seller is not subject to any order,
      judgment, decree, stipulation, or consent of or with any court, governmental
      body or agency which has or may have an adverse effect on the financial
      condition or the results or operation of the Business or on the Acquired
      Assets.

     

    3.1.16.    Inventories.  The
      inventories included in the Acquired Assets are merchantable and usable in
      the
      ordinary operations of the Business, none of such items is obsolete and
      nonsalable, none of such items has been stolen or otherwise unlawfully or
      improperly removed or diverted, and none of such items has been pledged or
      otherwise given as collateral or is held by Seller on assignment or
      consignment.  The inventories are fairly reflected in the inventory
      accounts on the Seller’s Base Balance Sheet and Seller Financial Statements
      (both as defined below) and are valued at the cost.

     

    3.1.17.    Assets
      Sufficient for Conduct of Business.  The Acquired Assets
      constitute all of the assets and properties needed for the operation of the
      current Business as it is presently operated by Seller in all material
      respects.

     

    
      
        
        

      

      
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    3.1.18.    Financial
      Statements.  The balance sheet of Seller as of June 30, 2007 (the
“Seller’s Base Balance Sheet”), which was prepared in accordance with
      GAAP, consistently applied, presents fairly and accurately, in all material
      respects, the financial position of Seller and its subsidiaries as of its
      date.  Neither Seller nor any of its subsidiaries has any material
      liabilities or obligations of a type that would be included in a balance sheet
      prepared in accordance with GAAP except as and to the extent disclosed in
      Seller’s Base Balance Sheet or incurred since the date of that balance sheet in
      the ordinary course of the Business and as contemplated by this
      Agreement.

     

    3.1.19.    No
      Material Change.  Since the date of Seller’s Base Balance Sheet,
      there has not been and there is no threatened (i) any material adverse change
      in
      the financial condition, business, assets, properties or operating results
      of
      Seller or the Business; (ii) any loss or damage (whether or not covered by
      insurance) to any of the assets or properties of Seller that materially affects
      or impairs its ability to conduct the Business; (iii) any mortgage or pledge
      of
      any assets or properties of Seller or related to the operation of the Business,
      or any indebtedness incurred by Seller with respect to the Business (other
      than
      indebtedness that is not material in the aggregate and that was incurred in
      the
      ordinary course of business); (iv) any increase or new grant by Seller of any
      bonus, salary or other compensation to any employee of Seller (other than
      salary, wage, bonus or commission increases to employees in the ordinary course
      of business), or entry by Seller into any employment, severance or similar
      contract or arrangement with any employee; (v) damage to or destruction of
      any
      material Asset, whether or not covered by insurance, except for damage that
      has
      been repaired or for which appropriate replacement Assets have been acquired
      before the date of this Agreement; (vi) entry into, termination of or receipt
      of
      notice of termination of any contract or agreement having an annual value or
      cost to Seller of at least $2,500; (vii) sale, lease or other disposition of
      any
      Asset or other property of Seller worth $2,500 or more or the creation of any
      Lien on any Asset; (viii) cancellation or waiver of any claims or rights with
      a
      value to Seller in excess of $2,500; or (ix) contract or agreement by Seller
      to
      do any of the foregoing.

     

    3.1.20.    Employment
      Matters.  Seller has complied with all applicable laws relating to
      the employment of labor, including, without limitation, the provisions thereof
      relating to wages, hours, collective bargaining, working conditions, and payment
      of Taxes of any kind, and Seller is not liable for any arrears of wages or
      any
      Taxes or penalties for failure to comply with any of the foregoing, nor does
      it
      have any obligations for any vacation, sick leave or other compensatory time
      with respect to its employees.  Seller has provided Buyer with
      complete and accurate records of all salaries, expenses and personal benefits
      paid to or accrued for all employees of Seller as of the date of this
      Agreement.  

     

    3.1.21.    Labor
      Disputes; Compliance.

     

    (a)           Seller
      is in compliance with all employment-related Applicable Laws, including those
      relating to employment practices, terms and conditions of employment, equal
      employment opportunity, nondiscrimination, immigration, wages, hours, benefits,
      payment of social security and similar Taxes and occupational safety and
      health.  Seller is not liable for the payment of any Taxes, fines,
      penalties, or other amounts, however designated, for failure to comply with
      any
      of the foregoing Applicable Laws.

     

    
      
        
        

      

      
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    (b)           Seller
      has not been, and is not now, a party to any collective bargaining agreement
      or
      other labor contract with respect to the operation of the
      Business.  Since the commencement of operation of the Business, there
      has not been, there is not presently pending, existing or threatened, strike,
      slowdown, picketing, work stoppage or employee grievance process involving
      Seller.  No event has occurred or circumstance exists that could
      provide the basis for any work stoppage or other labor dispute in respect of
      the
      Business.  No Proceeding relating to the alleged violation of any
      Applicable Law pertaining to labor relations or employment matters, including
      any charge or complaint filed with any Governmental Authority, is pending or
      threatened against Seller in respect of the Business, and there is no
      organizational activity or other labor dispute against or affecting the
      Business, and no application or petition for an election of or for certification
      of a collective bargaining agent is pending.  Seller has not been
      served notice of, and Seller does not otherwise have knowledge of, any grievance
      or arbitration Proceeding by any employee of Seller that might have an adverse
      effect upon Seller or the conduct of the Business.  There is no
      lockout by Seller of any employees of the Business, and no such action is
      contemplated by Seller.  There has been no charge of discrimination
      filed against or threatened against Seller (or any of its directors, officers
      or
      employees) in connection with the Business with any Governmental
      Authority.

     

    3.1.22.    Accuracy
      of Statements.  Neither this Agreement nor any statement, list,
      certificate or other information furnished or to be furnished by or on behalf
      of
      Seller or Designated Shareholder to Buyer in connection with this Agreement
      or
      the transaction contemplated hereby contains or will contain any untrue
      statement of a material fact regarding Seller, the Acquired Assets or the
      business or operation of the Business or omits or will omit to state a material
      fact necessary to make the statements regarding Seller, the Acquired Assets
      or
      the business or operation of the Business contained herein or therein, in light
      of the circumstances in which they are made, not misleading.  There
      are no other facts or circumstances known to the Seller not disclosed herein
      that may materially adversely affect the value of the Acquired Assets or the
      prospects of the Business.

     

    3.1.23.    No
      Undisclosed Liabilities.  Seller does not have any Liability in
      respect of the Business or the Acquired Assets except for (i) ongoing
      performance obligations under the contracts and agreements to which Seller
      is a
      party or by which Seller is bound, (ii) current Liabilities incurred in the
      ordinary course of business of Seller, (iii) Assumed Liabilities and (iv)
      Retained Liabilities.

     

    3.1.24.    No
      Other
      Agreement.  Other than for sales of assets in the ordinary course
      of business, neither Seller nor Designated Shareholder has any contract,
      agreement, arrangement or understanding with respect to the sale or other
      disposition of any assets (including the Acquired Assets) or capital stock
      of
      Seller except as set forth in this Agreement.

     

    3.2.           Representations
      and Warranties of Buyer.  Buyer hereby represents and warrants to
      the Selling Parties as follows:

     

    3.2.1.    Authorization.  The
      execution, delivery and performance of this Agreement by Buyer and the
      consummation of the transactions contemplated herein have been duly authorized
      by all requisite corporate action.  This Agreement has been duly
      executed and delivered by Buyer and constitutes the valid, legal and binding
      obligation of Buyer enforceable in accordance with its terms, except as
      enforceability may be limited by equitable principles or by bankruptcy,
      fraudulent conveyance or insolvency laws affecting creditors’ rights
      generally.

     

    
      
        
        

      

      
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    3.2.2.    No
      Violation.  The execution and delivery of this Agreement by Buyer
      and the consummation of the transactions contemplated herein do not and will
      not
      violate or result in a default under the articles of incorporation and bylaws
      of
      Buyer or any judgment, order, decree, law, rule or regulation applicable to
      Buyer, except for violations or defaults which would not prevent the
      consummation of the transactions contemplated by this Agreement.

     

    ARTICLE
      IV

    EMPLOYEES

     

    4.1.           Employees.  The
      Parties acknowledge and agree that it is the intent of Buyer to hire as
      employees of Buyer the employees working for Seller in connection with the
      operation of the Business and set forth on Schedule 1 hereto and any
      employee who is hired during the Transition Period for purposes of providing
      services to Buyer (the “Continuing Employees”) after the expiration of a
      period of 55 days after the date hereof or such other period as agreed by the
      parties hereto in writing (the “Transition Period”); provided,
however, that the Parties hereby expressly acknowledge and
      agree that the
      foregoing shall not be construed to create any obligation on the part of Buyer
      to hire all (or any) of Seller’s employees.  The Selling Parties agree
      to use commercially reasonable efforts to retain and keep available, or cause
      to
      be retained or kept available, the services of the Continuing Employees during
      the Transition Period and to assist Buyer in employing any of the Continuing
      Employees consistent with this Agreement after the Transition Period, including
      with respect to the assignment of any applicable employment, noncompetition
      or
      other similar agreements from Seller to Buyer.

     

    4.2.           Continuing
      Employees. Buyer shall have the right to offer employment to the Continuing
      Employees during the period from the Closing Date to the end of the Transition
      Period.  The decision to make any such offers shall be within Buyer’s
      sole discretion.  Buyer will give each Continuing Employee who
      receives such offer no less than 5 business days in which to accept or reject
      Buyer’s employment offer. Notwithstanding the dates of acceptance by the
      Continuing Employees of Buyer’s offer of employment, it is understood that
      during the period from the Closing Date to the end of the Transition Period,
      the
      Continuing Employees shall be employees of Seller.

     

    4.3.           Employment
      Obligations.  Seller shall indemnify Buyer from and against any
      and all actions, proceedings, costs, claims, expenses, demands, awards, fines,
      orders and liabilities whatsoever relating to the employment of the employees
      of
      Seller prior to and including the end of the Transition Period.

     

    4.4.           Employees
      Not Accepting Employment.  If for any reason any of Seller’s
      employees are offered but do not accept Buyer’s offer of employment described in
Section 4.1 above by the end of the Transition Period, Seller hereby
      agrees to indemnify Buyer from and against any claim for termination or
      severance payment, wrongful dismissal or other similar actions. Seller shall
      provide any required notice or payments under the Labor Code of the Philippines
      or any statutory or contractual severance arrangements with respect to the
      termination of all current employees by Seller or any of its
      Affiliates.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    ARTICLE
      V

    CERTAIN
      COVENANTS

     

    5.1.           Public
      Announcements.  Seller shall consult with Buyer before issuing any
      press release or otherwise making any public statements with respect to this
      Agreement and shall not issue any such press release or make any such public
      statement prior to such consultation, except as may be required by law on the
      advice of counsel.

     

    5.2.           Interference
      with Relationships.  From and after the Closing Date and
      continuing for five years from the Closing Date, none of the Selling Parties
      shall, directly or indirectly, as employee, agent, consultant, director,
      equityholder, manager, co-partner or in any other capacity without the prior
      written consent of Buyer, engage, recruit or solicit for employment or
      engagement, any Person who is (or was within 6 months of the Closing
      Date) employed or engaged by Buyer (or, with respect to periods prior to
      the Closing Date, Seller) with respect to the Business, or a client or customer
      of the Business, or otherwise seek to influence or alter any such Person’s
      relationship with any of the foregoing.  

     

    5.3.           Confidential
      Information.  From the date hereof and thereafter, the Selling
      Parties shall keep secret and retain in strictest confidence, and shall not,
      without the prior written consent of Buyer, furnish, make available or disclose
      to any third party or use for the benefit of itself or any third party, any
      Confidential Information.  As used in this Section 5.3,
“Confidential Information” shall mean any information relating to (i)
      this Agreement or the transaction contemplated hereby or (ii) the Business
      and
      the business or affairs of Buyer, including, without limitation, information
      relating to financial statements, client or customer identities, potential
      clients or customers, employees, suppliers, servicing methods, equipment,
      programs, strategies and information, analyses, profit margins or other
      proprietary information; provided, however, that Confidential Information shall
      not include any information which is in the public domain or becomes generally
      known in the public domain through no wrongful act on the part of Selling
      Parties; and provided, further, that the covenants of the Selling Parties in
      this Section 5.3 shall not apply to the extent disclosure of Confidential
      Information (x) is reasonably necessary in order for any Selling Party to
      enforce its rights or perform its obligations hereunder, or (y) is required
      by
      applicable Law or an order of a Governmental Authority.  Selling
      Parties acknowledge that the Confidential Information is vital, sensitive,
      confidential and proprietary to the Business.

     

    5.4.           Enforceability.  Each
      of the Selling Parties recognizes that the territorial, time and scope
      limitations set forth in Sections 5.2 and 5.3 are reasonable and are
      properly required for the protection of Buyer’s legitimate interest in client
      relationships, goodwill and trade secrets of the Business.  In the
      event that any such territorial, time or scope limitation is deemed to be
      unreasonable by a court of competent jurisdiction, Buyer and Selling Parties
      agree, and Selling Parties submit, to the reduction of any or all of said
      territorial, time or scope limitations to such an area, period or scope as
      said
      court shall deem reasonable under the circumstances.  If such partial
      enforcement is not possible, the provision shall be deemed severed, and the
      remaining provisions of this Agreement shall remain in full force and
      effect.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    5.5.           Remedies.  Each
      of Selling Parties acknowledges and agrees that the covenants set forth in
      this
Sections 5.2 and 5.3 hereof are reasonable and necessary for the
      protection of Buyer’s business interests, that irreparable injury will result to
      Buyer if a Selling Party breaches any of the terms of Sections 5.2 or
      5.3, and that in the event of a Selling Party's actual or threatened breach
      of any of the provisions contained in Sections 5.2 or 5.3, Buyer will
      have no adequate remedy at law.  Each of Selling Parties accordingly
      agrees that in the event of any actual or threatened breach by it of any of
      the
      provisions contained in this Sections 5.2 or 5.3, Buyer shall be entitled
      to such injunctive and other equitable relief as may be deemed necessary or
      appropriate by a court of competent jurisdiction.  Nothing contained
      herein shall be construed as prohibiting Buyer from pursuing any other remedies
      available to it for such breach or threatened breach, including the recovery
      of
      any damages which it is able to prove.

     

    5.6.           Temporary
      Space. During the Transition Period or such longer period as is
      required to assign the lease of the OSM Site to Buyer, Seller shall provide
      Buyer with full access to the OSM Site to conduct, or cause to be conducted,
      the
      Business in the manner in which the Business is currently conducted and
      otherwise in accordance with the Terms of this Agreement.  In
      consideration of Buyer’s access to the OSM Site, Buyer shall reimburse Seller
      its actual lease and other payments with respect to the use of the OSM Site
      but
      Seller shall not be entitled to any other additional consideration under this
      Agreement or otherwise for such access.

     

    5.7.           Further
      Assurances. Seller shall, and Designated Shareholder shall cause Seller to,
      provide all assistance to Buyer to ensure consummation of this Agreement, even
      after the Closing Date. For this purpose, Seller shall, and Designated
      Shareholder shall cause Seller to, do and perform such acts and deeds as Buyer
      shall instruct Seller for and in regard to:

     

    5.7.1.    Negotiation
      and execution of any amendments that may be required to any of the Assigned
      Contracts or all licenses, permits, and other governmental
      authorizations;

     

    5.7.2.    All
      actions
      required to obtain any and all Consents required to be obtained by Seller to
      consummate the transactions contemplated herein; and

     

    5.7.3.    Liaising
      and
      otherwise dealing with all Government Authorities in the Philippines in
      connection with the transactions contemplated herein.

     

    ARTICLE
      VI

    CONDITIONS
      PRECEDENT

     

    6.1.           Conditions
      to Obligation of Buyer.  The obligation of Buyer under this
      Agreement to purchase the Acquired Assets is subject to the fulfillment, at
      or
      prior to the Closing, of each of the following conditions, each of which may
      be
      waived in whole or in part by Buyer in its sole discretion, provided the failure
      of any condition to be satisfied is not the result of Buyer’s breach or default
      hereunder:

     

    6.1.1.    Representations;
      Performance.  The representations and warranties of the Selling
      Parties contained herein shall be true in all material respects when made and
      shall be true in all material respects on and as of the Closing Date with the
      same effect as though made on and as of the Closing Date, except as modified
      by
      transactions permitted by this Agreement.  Seller shall have duly
      performed and complied in all material respects with all agreements and
      conditions required by this Agreement to be performed or complied with by it
      prior to or at the Closing.  Seller shall have delivered to Buyer a
      certificate, dated as of the Closing Date, to the effect set forth above in
      this
Section 6.1.1.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    6.1.2.    Certain
      Approvals.  All Consents required to be obtained by Seller to
      consummate the transactions contemplated herein shall have been
      obtained.

     

    6.1.3.    Corporate
      Approvals.  All necessary corporate action on the part of the
      directors and shareholders of Seller approving this Agreement and the purchase
      and sale of the Acquired Assets shall have been duly and validly
      taken.

     

    6.1.4.    No
      Proceeding or Litigation.  No claim, action, suit, arbitration,
      investigation or other formal proceeding shall be pending or threatened on
      or
      before the Closing which (i) seeks to (A) enjoin, restrain or prohibit the
      transactions contemplated herein, (B) impose limitations on the ability of
      Buyer
      or their affiliates to exercise full rights of ownership of the Acquired Assets
      or (C) require the divesture by Buyer or their Affiliates or any of the Acquired
      Assets or any other assets of Buyer or their Affiliates by reason of this
      Agreement, or (ii) could have an adverse effect on the Acquired Assets or the
      use thereof or the transactions contemplated herein.

     

    6.1.5.    No
      Material Adverse Change.  There shall have been no material
      adverse change in the business or financial condition of Seller, the Acquired
      Assets or the Assumed Liabilities.  Seller shall have delivered to
      Buyer a certificate, dated as of the Closing Date, to the effect set forth
      above
      in this Section 6.1.5.

     

    6.1.6.     Acquired
      Assets and Documents Delivered.  Buyer shall have received at the
      Closing the following documents (collectively, the “Seller Closing
      Documents”) required to be delivered to Buyer by the Seller at the Closing
      as provided herein:

     

    (a)           resolutions
      of the Board of Directors and Stockholders of Seller approving this Agreement
      and the transactions contemplated hereby;

     

    (b)           an
      executed assignment and bill of sale for the Acquired Assets acquired from
      Seller, substantially in the form and to the effect of Exhibit A attached
      hereto;

     

    (c)           a
      payoff letter from each holder of indebtedness with respect to any Liens,
      indicating that upon payment of a specified amount such holder shall release
      its
      security interest and such other documents or endorsements necessary to release
      of record the security interests of all such holders, and evidence of the
      release or discharge of such financing statements, judgments, or other Liens
      on
      or against the Acquired Assets, in form and substance satisfactory to
      Buyer;

     

    (d)           an
      executed assignment and assumption of contracts relating to the Assigned
      Contracts, substantially in the form and to the effect of Exhibit B
      attached hereto;

     

    (e)           an
      executed escrow agreement relating to the Escrow Account, substantially in
      the
      form and to the effect of Exhibit C attached hereto; and

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    (f)           all
      other documents and items required to be delivered by the Selling Parties
      validly to transfer title to the Acquired Assets to Buyer and to otherwise
      consummate the transactions contemplated hereby.

     

    6.2.           Conditions
      to Obligation of Selling Parties.  The obligation of the Selling
      Parties under this Agreement to sell the Acquired Assets is subject to the
      fulfillment, at or prior to the Closing, of each of the following conditions,
      each of which may be waived in whole or in part by the Selling Parties in their
      sole discretion:

     

    6.2.1.    Representations;
      Performance.  The representations and warranties of Buyer
      contained herein hereof shall be true in all material respects when made and
      shall be true in all material respects on and as of the Closing Date with the
      same effect as though made on and as of the Closing Date, except as modified
      by
      transactions permitted by this Agreement.

     

    6.2.2.    No
      Proceeding or Litigation.  No injunction or order of any court or
      administrative agency of competent jurisdiction shall be in effect and no
      actions by any public or governmental authority seeking any such injunction
      or
      order shall be pending as of the Closing Date that restrains or prohibits the
      purchase and sale of the Acquired Assets or any other action to be taken in
      connection herewith.

     

    6.2.3.    Purchase
      Price and Documents Delivered.  Seller shall have received at the
      Closing the Purchase Price, and all documents required to be delivered by Buyer
      on or prior to the Closing Date shall be delivered or shall be tendered by
      the
      Closing Date.

     

    ARTICLE
      VII

    INDEMNIFICATION
      BY SELLING PARTIES

     

    7.1.           Seller
      Indemnification.  Subject to the limitations set forth elsewhere
      in this ARTICLE VII, each of the Selling Parties, jointly and severally,
      hereby agrees to indemnify, defend and hold harmless Buyer and its Affiliates
      (collectively, the “Buyer Indemnified Parties”) from and
      against any and all Losses, whether or not involving a third-party claim,
      resulting from or arising out of from or in connection with:

     

    7.1.1.    any
      breach of
      a representation or warranty made by a Selling Party in this
      Agreement;

     

    7.1.2.    the
      breach by
      a Selling Party of, or default in the performance by a Selling Party of, any
      covenant, agreement or obligation to be performed by a Selling Party pursuant
      to
      this Agreement or in any other certificate, document, writing or instrument
      delivered by a Selling Party pursuant to this Agreement; 

     

    7.1.3.    any
      benefit
      plan;

     

    7.1.4.    any
      Retained
      Liability;

     

    7.1.5.    any
      intentional misstatement, fraud, willful misconduct or bad faith committed
      by
      any Selling Party in accordance with this Agreement; and 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    7.1.6.    any
      Liability
      arising from the failure to obtain any Consent prior to the transfer of any
      Acquired Assets pursuant to this Agreement.

     

    7.2.           Buyer
      Indemnification. Subject to the limitations set forth elsewhere in this
ARTICLE VII, from and after the Closing Date, Buyer hereby agrees to
      indemnify, defend and hold harmless the Selling Parties (collectively, the
      “Seller Indemnified Parties”) from and against any and all Losses,
      whether or not involving a third-party claim, resulting from or arising out
      of  or in connection with:

     

    7.2.1.    any
      breach of
      a representation or warranty made by Buyer in this Agreement;

     

    7.2.2.    the
      breach by
      Buyer of, or default in the performance by Buyer of, any covenant, agreement
      or
      obligation to be performed by Buyer pursuant to this Agreement or in any other
      certificate, document, writing or instrument delivered by Buyer pursuant to
      this
      Agreement;

     

    7.2.3.    any
      intentional misstatement, fraud, willful misconduct or bad faith committed
      by
      Buyer in accordance with this Agreement; and 

     

    7.2.4.    any
      Assumed
      Liability.

     

    7.3.           Survival.  All
      representations, warranties and covenants contained in this Agreement on the
      part of each of the Parties shall survive the Closing, the execution and
      delivery under this Agreement of any bills of sale, instruments of conveyance,
      assignments or other instruments of transfer of title to any of the Acquired
      Assets and the payment of the consideration for the Acquired
      Assets.

     

    7.4.           Procedure
      for Indemnification; Third-Party Claims.  

     

    (a)           If
      a claim by a third party is made against an Indemnified Party, and if such
      Indemnified Party intends to seek indemnity with respect thereto hereunder,
      such
      Indemnified Party shall promptly furnish written notice to the other Party
      (the
“Indemnifying Party”) of such Claim, setting forth the basis for such
      Claim and the nature of the Claim in reasonable detail.  The failure
      of the Indemnified Party to so notify the Indemnifying Party shall not relieve
      the Indemnifying Party of any indemnification obligation hereunder except to
      the
      extent that the defense of such Claim is materially prejudiced by the failure
      to
      give such notice.

     

    (b)           If
      any proceeding is brought by a third party against an Indemnified Party and
      the
      Indemnified Party gives notice to the Indemnifying Party pursuant to Section
      7.4(a), the Indemnifying Party shall be entitled to participate in such
      proceeding and, to the extent that it wishes, to assume the defense of such
      proceeding, if (i) the Indemnifying Party provides written notice to the
      Indemnified Party that the Indemnifying Party intends to undertake such defense,
      (ii) the Indemnifying Party conducts the defense of the third-party Claim
      actively and diligently with counsel reasonably satisfactory to the Indemnified
      Party and (iii) if the Indemnifying Party is a party to the proceeding, the
      Indemnifying Party has not determined in good faith that joint representation
      would be inappropriate because of a conflict in interest.  The
      Indemnified Party shall, in its sole discretion, have the right to employ
      separate counsel (who may be selected by the Indemnified Party in its sole
      discretion) in any such action and to participate in the defense thereof, and
      the fees and expenses of such counsel shall be paid by such Indemnified
      Party.  The Indemnified Party shall fully cooperate with the
      Indemnifying Party and its counsel in the defense or compromise of such
      Claim.  If the Indemnifying Party assumes the defense of a proceeding,
      no compromise or settlement of such Claims may be effected by the Indemnifying
      Party without the Indemnified Party’s consent unless (A) there is no finding or
      admission of any violation of Law or any violation of the rights of any Person
      and no effect on any other Claims that may be made against the Indemnified
      Party, (B) the sole relief provided is monetary damages that are paid in full
      by
      the Indemnifying Party and (C) the settlement includes, as an unconditional
      term, the grant by the claimant to the Indemnified Party of a release of all
      liabilities in respect of claims.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    (c)           If
      (i) notice is given by the Indemnified Party to the Indemnifying Party of the
      commencement of any third-party Proceeding and the Indemnifying Party does
      not,
      within 10 days after such notice is given, notify the Indemnified Party of
      the
      Indemnifying Party’s election to assume the defense of such Proceeding, (ii) any
      of the conditions set forth in clauses (i) through (iii) of Section
      7.4(b) above cease to be satisfied or (iii) the Indemnified Party reasonably
      and in good faith determines that there is a reasonable probability that such
      third-party Proceeding may adversely affect it other than as a result of
      monetary damages for which it would be entitled to indemnification from the
      Indemnifying Party under this Agreement, the Indemnified Party shall (upon
      notice to the Indemnifying Party) have the right to undertake the defense,
      compromise or settlement of such third-party claim, and the Indemnifying Party
      shall reimburse the Indemnified Party for the reasonable costs and expenses
      of
      defending against such third-party claim (including reasonable attorneys’ fees
      and expenses) and the Indemnifying Party shall be and remain liable for any
      Losses arising from or related to such third-party claim to the fullest extent
      provided in this ARTICLE VII.  The
      Indemnifying Party may elect to participate in such Proceedings, negotiations
      or
      defense at any time at its own cost and expense.

     

    7.5.           Right
      of Setoff and Holdback.  

     

    7.5.1.    Buyer
      may set
      off any amount to which it may be entitled under this ARTICLE VII against
      the Escrow Amount, upon notice of a claim and determination of an award for
      Buyer in accordance with this Section 7.5.  Neither the
      exercise of nor the failure to exercise such right of setoff or to give a notice
      of a claim under this Section 7.5 will constitute an election of remedies
      or limit Buyer in any manner in the enforcement of any other remedies that
      may
      be available to it. 

     

    7.5.2.    At
      any time
      or times after a Closing Date and prior to the first anniversary of the Closing
      Date, Buyer may make claims against the Escrow Amount for reimbursement for
      claims pursuant to this Agreement.  Such claims will be made by Buyer
      by giving written notice of each such claim, as provided for in Section
      8.4 hereof, to Seller or Designated Shareholder, as applicable, specifying
      in reasonable detail the amount and basis thereof, which may be updated by
      written notice at a later time (a “Notice of Claim”).

     

    7.5.3.    To
      object to
      any claim made in a Notice of Claim, in whole or in part, (a “Disputed
      Claim”), Seller or Designated Shareholder must give written notice of such
      objection (“Dispute Notice”) to Buyer at any time within 20 days after
      Buyer’s delivery of the Notice of Claim.  All such notices will be
      delivered to Buyer as provided for in Section 8.4 hereof.  If
      Seller or Designated Shareholder does not provide a Dispute Notice within such
      20-day period, the claim made in the Notice of Claim will be deemed to have
      been
      approved as a valid claim in the full amount thereof (an “Accepted
      Claim”).

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    7.5.4.    If,
      pursuant
      to Section 7.5.3 Seller or Designated Shareholder provides a Dispute
      Notice, in whole or in part, Buyer will retain that portion of the Escrow Amount
      (from any component thereof at Buyer’s election) sufficient to pay said Disputed
      Claim in full, and (i) will not make any distribution on that Disputed Claim
      or
      part thereof (except for the amount of any Accepted Claim as provided in
Section 7.5.3 until Buyer receives written instruction from Seller or
      Designated Shareholder, or a final award of the arbitrators rendered pursuant
      to
Section 8.5 hereof, indicating the amount and recipient of such award, at
      which point such Disputed Claim will be deemed an Accepted Claim for purposes
      of
      this Agreement.

     

    7.5.5.    All
      Accepted
      Claims under Section 7.5.3 above may be offset by Buyer from the Escrow
      Amount upon expiration of the 20-day objection period described in Section
      7.5.3.

     

    7.5.6.    The
      other
      terms and conditions applicable to the Escrow Amount and the Escrow Account
      shall be governed by a separate agreement (the “Escrow Agreement”),
      substantially in the form attached as Exhibit C hereto, to be executed by
      the Parties and the Escrow Agent.

     

    ARTICLE
      VIII

    MISCELLANEOUS

     

    8.1.           Expenses.  Except
      as otherwise specifically provided herein, each of the Parties shall pay all
      costs and expenses incurred or to be incurred by it in negotiating and preparing
      this Agreement and in closing and carrying out the transactions contemplated
      by
      this Agreement.

     

    8.2.           Assignment;
      Successors.  This Agreement shall not be assigned by any Party
      without the prior written consent of the other Party, except that Buyer may
      assign any or all of their rights to the enforcement of this Agreement to an
      Affiliate or acquiror.  This Agreement is intended for the exclusive
      benefit of the Parties hereto and their respective heirs, successors and
      permitted assigns, and shall not create any rights in or be enforceable by
      any
      other Person, whomsoever, other than any Person entitled to indemnification
      from
      Seller, pursuant to Article VII hereof.  This Agreement shall
      inure to the benefit of, and be binding on and enforceable against, the
      successors and permitted assigns of the respective Parties.

     

    8.3.           Amendment
      and Modification; Waivers.  This Agreement or any term hereof may
      be changed, waived, discharged or terminated only by an agreement in writing
      signed by the Party against which such change, waiver, discharge or termination
      is sought to be enforced.  No waiver by a Party of any condition or of
      any breach of any term, covenant, representation or warranty contained herein
      shall be effective unless in writing, and no waiver in any one or more instances
      shall be deemed to be a further or continuing waiver of any such condition
      or
      breach in any other instances or a waiver of any other condition or breach
      of
      any other term, covenant, representation or warranty.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    8.4.           Notices.  All
      notices, consents, requests, instructions, approvals and other communications
      provided for herein shall be in writing and shall be deemed to have been duly
      given, made and received when delivered against receipt, 12 hours after being
      sent by facsimile or electronic mail, or 72 hours after being sent by register
      or certified mail, postage prepaid, as set forth below:

     

    
      
        	
                 

              	
                If
                  to Buyer:

              	
                24/7
                  Marketing, LLC

              


      

      
        	  	
                 

              	
                4840
                  East Jasmine Street, Suite 105

              


      

      
        	  	
                 

              	
                Mesa,
                  Arizona 85205 USA

              


      

      
        	  	
                 

              	
                FAX:  (480)
                  654-9727

              


      

      
        	  	
                 

              	
                Attn.:  Daniel
                  L. Coury, Sr.

              


      

      
        	
                 

              	
                 

              	
                 

              


      

      
        	
                 

              	
                With
                  a copy
                  to:

              	
                Snell
&
Wilmer
                  L.L.P.

              


      

      
        	
              	
                 

              	
                One
                  Arizona Center

              


      

      
        	  	
                 

              	
                Phoenix,
                  Arizona 85004

              


      

      
        	  	
                 

              	
                FAX:  (602)
                  382-6070

              


      

      
        	  	
                 

              	
                Attn.:  Daniel
                  M. Mahoney

              


      

      
        	
                 

              	
                 

              	
                 

              


      

      
        	
                 

              	
                If
                  to Seller or Designated
                  Shareholder:

              	
                Oncall
                  Subscriber Management
                  Inc.

              


      

      
        	 	
                 

              	
                88
                  Panay Avenue Suite 11007

              


      

      
        	 	
                 

              	
                Quezon
                  City, Metro Manila Philippines

              


      

      
        	 	
                 

              	
                FAX:  (632)
                  722-2382

              


      

      
        	  	
                 

              	
                eMail:
                  georgeyang18@gmail.com

              


      

      
        	  	
                 

              	
                Attn.:  George
                  Yang

              


      

      
        	
                 

              	
                 

              


      

      
        	
                 

              	
                 

              	
                 

              


      

      
        	
                 

              	
                With
                  a copy
                  to:

              	
                Attorney
                  Caesar A.
                  Guerzon

              


      

      
        	  	
                 

              	
                Philippine
                  Stock Exchange Center U-2701

              


      

      
        	  	
                 

              	
                East
                  Tower, Exchange Road, Ortigas
                  Center

              


      

      
        	  	
                 

              	
                Pasig
                  City Philippines

              


      

      
        	  	
                 

              	
                FAX:  (63-2)
                  634-6958

              


      

    

     

    Any
      Party
      may alter the address to which communications or copies are to be sent by giving
      notice to such other Parties of change of address in conformity with the
      provisions of the paragraph for the giving of notice.

     

    8.5.           Dispute
      Resolution.  Except for actions for injunction or other equity
      remedies contemplated in this Agreement or any of the documents referred to
      in
      this Agreement, any dispute or difference among the Parties, or between any
      of
      them, arising out of or in connection with this Agreement or any of the
      documents referred to in this Agreement which such Parties are unable to resolve
      themselves shall be submitted to and resolved by arbitration before a single
      arbitrator, for amounts in dispute under $450,000 and otherwise before a panel
      of 3 arbitrators, pursuant to the Commercial Arbitration Rules of the American
      Arbitration Association, as supplemented or modified by the provisions of this
      Section 8.5.  The arbitrator(s) shall consider the dispute at
      issue in Phoenix, Arizona within 60 days (or such other period as may be
      acceptable to the Parties to the dispute) of the designation of the
      arbitrator(s).  The arbitrator(s) shall be bound to follow the laws of
      the State of Arizona, decisional and statutory, in reaching any decision and
      making any award and shall deliver a written award, including written findings
      of fact and conclusions of law, with respect to the dispute to each of the
      Parties in the dispute who shall promptly act in accordance
      therewith.  In no event shall the arbitrator(s) have the power to
      award damages in connection with any dispute in excess of actual compensatory
      damages.  In particular, the arbitrator(s) may not multiply actual
      damages or award consequential, indirect, special or punitive damages, including
      damages for lost profits or loss of business opportunity.  Any award
      of the arbitrator(s) shall be final, conclusive and binding on the applicable
      Party or Parties; provided, however that any such Party may seek the vacating,
      modification or correction of the arbitrator(s)’ decision or award as provided
      under Section 10 and Section 11 of the Federal Arbitration Act 9 U.S.C.
§1-14.  The applicable Party or Parties may enforce any award rendered
      pursuant to the arbitration provisions of this Section 8.5 by bringing
      suit in any court of competent jurisdiction.  All costs and expenses
      attributable to the arbitrator(s) shall be allocated between the Parties to
      the
      dispute in such manner as the arbitrator(s) determine to be appropriate under
      the circumstances.  The applicable Party or Parties may file a copy of
      this Section 8.5 with any arbitrator or court as written evidence of the
      knowing, voluntary and bargained agreement among the Parties with respect to
      the
      subject matter of this Section 8.5.

     

    
      
        
        

      

      
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    8.6.           Further
      Assurances; Records.  Each of the Parties shall cooperate and take
      such actions, and execute all such further instruments and documents, at or
      subsequent to the Closing, as either may reasonably request in order to convey
      title to the Acquired Assets to Buyer, effect the assumption by Buyer of the
      Assumed Liabilities and to otherwise effectuate the terms and purposes of this
      Agreement.  Each Party shall provide the other Party or Parties with
      access to all relevant documents and other information pertaining to the
      Acquired Assets that are needed by such other Party or Parties for the purposes
      of preparing Tax returns or responding to an audit by any governmental agency
      or
      for any other reasonable purpose.  Such access will be during normal
      business hours and not subject to time limitations, except as provided
      below.

     

    8.7.           Governing
      Law.  This Agreement, and all questions relating to its validity,
      interpretation, performance and enforcement, shall be governed by and construed
      in accordance with the laws of the State of Arizona, notwithstanding any Arizona
      or other conflict-of-law provisions to the contrary.  Each of the
      Parties hereto hereby consents to the jurisdiction of any State or Federal
      court
      located within the State of Arizona and irrevocably agrees that all actions
      and
      proceedings relating to this Agreement or the transactions contemplated hereby
      may properly be litigated in such courts.  Each of the Parties hereto
      waives any objection that it may have to the conduct of any action or proceeding
      in any such court based on improper venue or
forumnonconveniens, waives personal service of any and all
      process upon it, and consents that all service of process may be made by mail
      or
      courier service directed to it at the address set forth herein and that service
      so made shall be deemed to be completed upon the earlier of actual receipt
      or 10
      days after the same shall have been posted.  Nothing contained in this
Section 8.7 shall affect the right of any Party hereto to serve legal
      process in any other matter permitted by law or affect the right of any Party
      hereto to bring any action or proceeding against any other Party hereto or
      any
      Party’s property in the courts in any other jurisdiction.

     

    8.8.           Entire
      Agreement.  This Agreement, together with the Schedules and
      Exhibits attached hereto, constitutes the entire agreement of the Parties and
      supersedes all prior agreements and understandings, both written and oral,
      among
      the Parties with respect to the subject matter hereof.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    8.9.           Severability.  Each
      and every provisions set forth in this Agreement is independent and severable
      from the others, and no provision shall be rendered unenforceable by virtue
      of
      the fact that, for any reason, any other or others of them may be unenforceable
      in whole or in part.  The Parties hereto agree that if any provision
      of this Agreement shall be declared by a court of competent jurisdiction to
      be
      unenforceable for any reason whatsoever, the court may appropriately limit
      or
      modify such provision, and such provision shall be given effect to the maximum
      extent permitted by applicable law.

     

    8.10.  
        Section
      Headings.  The section headings in this Agreement are for
      convenience only; they form no part of this Agreement and shall not affect
      its
      interpretation.

     

    8.11.
          Counterparts; Facsimile
      Execution.  This Agreement may be executed in any number of
      counterparts, each of which shall be deemed an original, and all of which,
      together, shall constitute one and the same instrument, and this Agreement
      may
      be executed by facsimile provided that the Parties deliver the original
      signature pages within 48 hours of the Closing.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

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

     

    
      	
              BUYER

            	
              24/7
                Marketing, LLC, a Nevada limited liability company

            
	 	 	 
	 	
              By:
                 YP CORP., a Nevada corporation, its manager

            
	 	 	 
	 	 	 
	 	
              By: 
                

            	
              /s/Daniel
                L. Coury, Sr.

            
	 	
              Name:
                Daniel L. Coury, Sr. 

            
	 	
              Title:  Chief
                Executive Officer 

            
	 	 	 
	
              SELLER

            	
              ONCALL
                SUBSCRIBER MANAGEMENT INC., a Philippine corporation

            
	 	 	 
	 	/s/
              George Yang
	 	
              By:
                George Yang 

            
	 	
              Title:
                President 

            
	 	 	 
	
              DESIGNATED
                SHAREHOLDER

            	
              GEORGE
                YANG

            
	 	 	 
	 	/s/
              George Yang
	 	
              George
                Yang 

            
	 	 	 
	
              ACKNOWLEDGED
                AND AGREED

            	
              24
                BY 7 CONTACT SOLUTIONS, INC., a Philippine corporation

            
	 	 	 
	 	/s/
              Vincente Yang
	 	
              By:

            	 
	 	
              Title: