Unassociated Document


     

    ASSET
      PURCHASE AGREEMENT


     

    AMONG

     

    ROO
      HD, Inc.,


     

    Wurld
      Media, Inc.,


     

    Gregory
      Kerber,


     

    AND


     

    KIRK
      FEATHERS


     

    Dated
      as of JULY 12, 2007

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS


    
      
        	
                ARTICLE
                  I.

              	
                PURCHASE
                  AND SALE OF ASSETS.

              	
                1

              
	 	 	 
	
                1.1.

              	
                Sale
                  of Assets

              	
                1

              
	
                1.2.

              	
                Excluded
                  Assets

              	
                2

              
	
                1.3.

              	
                Assumed
                  Liabilities; Excluded Liabilities; Employees.

              	
                2

              
	
                1.4.

              	
                Purchase
                  Price.

              	
                3

              
	
                1.5.

              	
                Purchase
                  Price Allocation

              	
                5

              
	
                1.6.

              	
                Records
                  and Contracts

              	
                5

              
	
                1.7.

              	
                Further
                  Assurances

              	
                5

              
	
                1.8.

              	
                Sales
                  and Transfer Taxes

              	
                5

              
	
                1.9.

              	
                Transfer
                  of Subject Assets

              	
                5

              
	
                ARTICLE
                  II.

              	
                CLOSING
                  AND TERMINATION

              	
                5

              
	 	 	 
	
                2.1.

              	
                Closing
                  Date

              	
                5

              
	
                2.2.

              	
                Termination
                  of Agreement

              	
                6

              
	
                2.3.

              	
                Procedure
                  Upon Termination

              	
                6

              
	
                2.4.

              	
                Effect
                  of Termination

              	
                6

              
	 	 	 
	
                ARTICLE
                  III.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE SELLER AND THE OWNERS

              	
                6

              
	
                3.1.

              	
                Organization
                  and Good Standing

              	
                6

              
	
                3.2.

              	
                Authorization
                  of Agreement

              	
                7

              
	
                3.3.

              	
                Ownership
                  of Seller

              	
                7

              
	
                3.4.

              	
                No
                  Subsidiaries

              	
                7

              
	
                3.5.

              	
                Conflicts;
                  Consents of Third Parties.

              	
                7

              
	
                3.6.

              	
                Ownership
                  and Transfer of Assets

              	
                8

              
	
                3.7.

              	
                Financial
                  Statements

              	
                8

              
	
                3.8.

              	
                No
                  Undisclosed Liabilities

              	
                8

              
	
                3.9.

              	
                Absence
                  of Certain Developments

              	
                8

              
	
                3.10.

              	
                Taxes.

              	
                10

              
	
                3.11.

              	
                Real
                  Property.

              	
                12

              
	
                3.12.

              	
                Tangible
                  Personal Property.

              	
                12

              
	
                3.13.

              	
                Intangible
                  Property

              	
                13

              
	
                3.14.

              	
                Material
                  Contracts

              	
                14

              
	
                3.15.

              	
                Employee
                  Benefits.

              	
                14

              
	
                3.16.

              	
                Labor.

              	
                15

              
	
                3.17.

              	
                Litigation

              	
                15

              
	
                3.18.

              	
                Compliance
                  with Laws; Permits.

              	
                16

              
	
                3.19.

              	
                Environmental
                  Matters

              	
                16

              
	
                3.20.

              	
                Insurance

              	
                17

              
	
                3.21.

              	
                Inventories;
                  Receivables; Payables.

              	
                17

              
	
                3.22.

              	
                Customers
                  and Suppliers

              	
                17

              
	
                3.23.

              	
                Banks

              	
                17

              
	
                3.24.

              	
                No
                  Misrepresentations

              	
                17

              
	
                3.25.

              	
                Financial
                  Advisors

              	
                18

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      
        	
                3.26.

              	
                Investment
                  Intention

              	
                18

              
	
                3.27.

              	
                Investment
                  Experience

              	
                18

              
	
                3.28.

              	
                Disclosure
                  of Information

              	
                18

              
	
                3.29.

              	
                Legends


              	
                18

              
	
                3.30.
                  

              	
                Patriot
                  Act 

              	
                18

              
	 	
                 

              	 
	
                ARTICLE
                  IV.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF PURCHASER AND PURCHASER

              	
                19

              
	 	 	 
	
                4.1.

              	
                Organization
                  and Good Standing.

              	
                19

              
	
                4.2.

              	
                Authorization
                  of Agreement.

              	
                19

              
	
                4.3.

              	
                Conflicts;
                  Consents of Third Parties.

              	
                20

              
	
                4.4.

              	
                Litigation

              	
                20

              
	
                4.5.

              	
                Financial
                  Advisors 

              	
                20

              
	
                4.6.

              	
                Patriot
                  Act

              	
                20

              
	
                4.7.

              	
                No
                  Knowledge of Breaches

              	
                20

              
	 	
                 

              	 
	
                ARTICLE
                  V.

              	
                COVENANTS

              	
                21

              
	 	 	 
	
                5.1.

              	
                Access
                  to Information

              	
                21

              
	
                5.2.

              	
                Conduct
                  of the Business Pending the Closing.

              	
                21

              
	
                5.3.

              	
                Consents

              	
                22

              
	
                5.4.

              	
                Other
                  Actions

              	
                23

              
	
                5.5.

              	
                No
                  Solicitation

              	
                23

              
	
                5.6.

              	
                Provisions
                  for Liabilities Not Assumed

              	
                23

              
	
                5.7.

              	
                Preservation
                  of Records

              	
                24

              
	
                5.8.

              	
                Continued
                  Cooperation23

              	 
	
                5.9

              	
                Release
                  of Personal Guarantees24 5.10 Publicity 

              	
                24

              
	
                5.11

              	
                Use
                  of Name24

              	 
	 	
                 

              	 
	
                ARTICLE
                  VI.

              	
                CONDITIONS
                  TO CLOSING

              	
                24

              
	 	 	 
	
                6.1.

              	
                Conditions
                  Precedent to Obligations of Purchaser

              	
                24

              
	
                6.2.

              	
                Conditions
                  Precedent to Obligations of the Seller and Owners

              	
                25

              
	
                 

              	
                 

              	 
	
                
                  ARTICLE
                    VII.

                

              	
                
                  DOCUMENTS
                    TO BE DELIVERED

                

              	
                26 

              
	 	 	 
	
                7.1.

              	
                Documents
                  to be Delivered by the Seller

              	
                26

              
	
                7.2.

              	
                Documents
                  to be Delivered by the Purchaser

              	
                27

              
	
                 

              	
                 

              	 
	
                
                  ARTICLE
                    VIII.

                

              	
                
                  INDEMNIFICATION

                

              	
                27

              
	 	 	 
	
                8.1.

              	
                Indemnification.

              	
                27

              
	
                8.2.

              	
                Indemnification
                  Procedures.

              	
                28

              
	 	 	 
	
                ARTICLE
                  IX.

              	
                MISCELLANEOUS

              	
                29

              
	 	 	 
	
                9.1.

              	
                Payment
                  of Sales, Use or Similar Taxes

              	
                29

              
	
                9.2.

              	
                Survival
                  of Representations and Warranties

              	
                30

              
	
                9.3.

              	
                Expenses

              	
                30

              
	
                9.4.

              	
                Specific
                  Performance

              	
                30

              
	
                9.5.

              	
                Further
                  Assurances

              	
                30

              
	
                9.6.

              	
                Submission
                  to Jurisdiction; Consent to Service of Process

              	
                30

              
	
                9.7.

              	
                Entire
                  Agreement; Amendments and Waivers

              	
                31

              
	
                9.8.

              	
                Table
                  of Contents and Headings

              	
                31

              
	
                9.9.

              	
                Notices

              	
                31

              
	
                9.10.

              	
                Severability

              	
                32

              
	
                9.11.

              	
                Binding
                  Effect; Assignment

              	
                32

              


      

    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    ASSET
      PURCHASE AGREEMENT

     

    ASSET
      PURCHASE AGREEMENT, dated as of July 12, 2007 (the “Agreement”), among ROO HD,
      Inc., a New York corporation (the “Purchaser”), Wurld Media, Inc., a Delaware
      corporation (the “Seller”), Greg Kerber (“Kerber”), and Kirk Feathers
      (“Feathers,” with Feathers and Kerber together being referred to as the
“Owners”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      Seller specializes in the P2P distribution of music, movies, games, TV shows
      and
      other audio, video, and/or audio/video content (the “Business”); 

     

    WHEREAS,
      subject to the terms and conditions hereof, Seller desires to sell, transfer
      and
      assign to Purchaser, and Purchaser desires to purchase from Seller, certain
      selected assets relating to the Business; 

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter contained, the parties hereby agree as
      follows:

     

    ARTICLE
      I.

    PURCHASE
      AND SALE OF ASSETS.

     

    1.1. Sale
      of Assets.
      Seller
      agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser agrees
      to purchase from Seller, all of Seller’s right, title and interest in and to
      certain assets relating to the Business (specifically excluding the Excluded
      Assets, as defined below)as follows:

     

    (a) Equipment.
      All
      equipment of any kind or nature (whether leased or owned), including, without
      limitation, all fixed assets, equipment, furniture, fixtures and leasehold
      improvements located within the Seller’s office located at 63 Putnam Street,
      Suite#103, Saratoga Springs, New York, inventory, office materials, software,
      supplies and other tangible personal property of every kind and description
      owned by Seller and used or held for use in connection with the Business, all
      as
      set forth on Schedule 1.1(a) attached hereto (“Equipment”);

     

    (b) Contracts.
      All of
      the rights of Seller under, and interest of Seller in and to, certain contracts
      relating to the Business, as determined by Purchaser in its sole discretion
      prior to the Closing (the “Selected Contracts”). A true, correct and complete
      list of all unsecured contracts (the “Contracts”), all outstanding amounts due
      and owing under each Contract, and contact information for the other party
      to
      such Contract is attached hereto as Schedule 1.1(b). It is acknowledged and
      agreed, without otherwise limiting, expanding or otherwise affecting any other
      liability of Purchaser, that Purchaser shall have no liability of any nature
      whatsoever with regard to any Contract that is not a Selected Contract.
      Purchaser assumes responsibility for satisfying and/or compromising any amounts
      due and owing under the Selected Contracts (the “Selected Liabilities”).


     

    (c) Proprietary Rights.
      All
      formulas, know-how, patents, patent rights, patent applications, trademarks,
      service marks, trademark and service mark registrations and registration
      applications, trade names, trade name registrations, logos, trade dress,
      copyrights, copyright registrations, technology, know-how, trade secrets,
      inventions, models, processes, formulas, techniques, designs, licenses, pricing
      policies, information as to the identities or requirements of customers or
      potential customers, market information, market analyses, marketing plans,
      operating or management policies, procedures and forms, computer software and
      computer operating procedures and all other proprietary rights of the Seller
      used or useful or developed or acquired for use in the Business as set forth
      on
      Schedule 1.1(c) attached hereto (collectively the “Intellectual
      Property”).

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    (d) Goodwill.
      All of
      the goodwill of Seller in, and the going concern value of, the Business, and
      all
      of the business and customer lists and accounts, proprietary information,
      marketing materials and trade secrets related to the Business; 

     

    (e) Claims.
      All
      claims, entitlements, rebates, refunds, settlements, awards or other rights
      related to any Assets (as hereinafter defined) or the operation of the Business
      prior to the Closing Date; and

     

    (f) Records.
      All of
      Seller’s customer logs, location files and records, and other business files and
      records, in each case relating to the Business.

     

    The
      assets, properties and business of Seller being sold to and purchased by
      Purchaser under this Section 1.1 are referred to herein collectively as the
      “Assets.”

     

    1.2. Excluded
      Assets.
      There
      shall be excluded from the Assets and retained by Seller, all
      assets identified on Schedule 1.2(a) attached hereto, and all other assets
      of
      Seller which are not used or held for use in connection with the Business or
      otherwise necessary to the operation of the Business (the “Excluded
      Assets”).

     

    1.3. Assumed
      Liabilities; Excluded Liabilities; Employees.

     

    (a) Assumed
      Liabilities.
      Subject
      to the obligation of the Seller to indemnify the Purchaser with respect to
      certain obligations and liabilities of the Seller pursuant to Article 8,
      the Purchaser shall assume, and hereby agrees to pay, perform, fulfill and
      discharge the following (collectively, the “Assumed Liabilities”): 

     

    
      	 	
              (i)
                

            	
              the
                liabilities (including interest, costs and fees) identified on Schedule
                1.3(a)(i) attached hereto, each of which arises out of a lease (each
                a
                “Lease”) of personal property (the “Leased Asset”) entered into by Seller.
                Notwithstanding the foregoing, if Purchaser is unable to discharge
                the
                liabilities associated with each the Leased Asset at a cost equal
                to one
                hundred and five (105%) percent or less of the aggregate dollar amount
                listed on Schedule 1.3(a)(i), or if Purchaser is unable to continue
                leasing pursuant to the applicable Lease (or obtain ownership of
                the
                Leased Asset or if the applicable lease has expired, enter into a
                new
                lease at terms acceptable to it, as determined in its sole discretion)
                then, in such event: (x) Purchaser shall have no obligation to discharge
                the liability associated with the Leased Asset, and (y) Purchaser
                shall
                have the right, in its sole and absolute discretion to terminate
                this
                Agreement immediately upon written notice to the Seller.
                

            


      	 	 	 


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      	 	(iii)	all fees, including fees for professional services
              rendered, and expenses owed which are identified on Schedule 1.3(a)(iii)
              incurred in connection with the Seller’s Intellectual Property and
              necessary for the Purchaser to avail itself of all rights and interests
              to
              the Intellectual Property.


    

     

    
      	 	(ii) 	the liabilities listed on Schedule
              1.3(a)(ii)


    

    
      	 	 	 


    

    
      	 	
              (iv)

            	
              fees
                for professional services rendered by John Carusone listed on Schedule
                1.3(a)(iv).

            


    

     

    The
      assumption of the Assumed Liabilities by Purchaser hereunder shall not enlarge
      any rights of third parties under contracts or arrangements with Purchaser
      or
      Seller or any of their respective affiliates or subsidiaries. 

     

    (b) Excluded
      Liabilities.
      It is
      expressly understood that, except for the Assumed Liabilities, Purchaser shall
      not assume, pay or be liable for any liability or obligation of Seller of any
      kind or nature at any time existing or asserted, whether, known, unknown, fixed,
      contingent or otherwise, not specifically assumed herein by Purchaser, including
      without limitation any liability or obligation relating to, resulting from
      or
      arising out of (i) the Excluded Assets, (ii) the employees of the Business
      or
      (iii) any fact existing or event occurring prior to, or relating to the
      operation of the Business prior to, the date hereof, collectively the “Excluded
      Assets.”

     

    (c) Employees,
      Wages and Benefits.

     

    (i) Purchaser
      specifically reserves the right, on or after the date hereof, to employ or
      reject any of Seller’s employees or other applicants in its sole and absolute
      discretion. Except as otherwise expressly agreed to herein nothing in this
      Agreement shall be construed as a commitment or obligation of Purchaser to
      accept for employment, or otherwise continue the employment of, any of Seller’s
      employees, and no employee shall be a third party beneficiary of this
      Agreement.

     

    (ii) Seller
      shall pay all wages, salaries, commissions, and the cost of all fringe benefits
      provided to its employees which shall have become due for work performed as
      of
      and through the Closing Date, and Seller shall collect and pay all Taxes in
      respect of such wages, salaries, commissions and benefits. 

     

    (iii) Seller
      acknowledges and agrees that Purchaser shall not acquire any rights or interests
      of Seller in, or assume or have any obligations or liabilities of Seller under,
      any benefit plans maintained by Seller, or for the benefit of any employees
      of
      Seller, including, without limitation, obligations for severance. 

     

    1.4. Purchase
      Price In
      consideration of the sale by Seller to Purchaser of the Assets and satisfaction
      of the conditions contained herein, the purchase price shall be as
      follows:

     

    (a)
       $800,000,
      which has been advanced to the Seller, pursuant to that certain Secured
      Promissory Note issued by the Seller to ROO Group, Inc.(“ROO Group”) dated
      February 26, 2007; 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    (b) such
      amounts necessary to fully satisfy and/or compromise the Assumed Liabilities
      consistent with Paragraph 1.3(a) hereof, including all costs incurred by
      Purchaser in connection therewith; 

     

    (c) any
      amounts paid or advanced by ROO Group, to, or, on behalf of Seller or any of
      the
      Owners prior to the Closing;

     

    (d) such
      amounts necessary to fully satisfy and compromise the Selected Liabilities
      consistent with Paragraph 1.1(b) hereof, including all costs incurred by
      Purchaser in connection therewith;

     

    (e)
      [INTENTIONALLY LEFT BLANK]

     

    (f) an
      aggregate of Four Hundred Fifty Six Thousand Eighty Seven Dollars ($456,087)
      (the “Escrow Funds”) which shall be held in escrow, pursuant to the terms of an
      escrow agreement in substantially the form set forth on Exhibit A
      (the “Compensation Escrow Agreement”)
      to
      settle outstanding amounts of up to forty (40%) percent of the gross wages
      plus
      such amount which shall constitute employer’s contribution (less statutory
      payroll deductions, less advances previously made to the employees) owed to
      the
      employees identified on Schedule 1.4(f). Any Employee as defined in Section
      2.2(d) not hired by Purchaser shall prior to Closing be added to Schedule 1.4(f)
      by an amendment and shall be treated in the same manner as those employees
      listed on said schedule at the time of the execution of the Agreement. The
      Escrow Funds shall be utilized solely for the purpose set forth in this Section
      1.4(f) and may not be released to the Sellers until all claims by the employees
      listed on Schedule 1.4(f) have been fully settled and compromised and the
      employees have executed and delivered to the Seller, a release in the form
      set
      forth on Exhibit
      A-1
      to the
      Escrow Agreement. A copy of said release shall be furnished to the Purchaser
      simultaneously with the Seller’s receipt from each employee. 

     

    (g) Such
      amount as may be necessary to pay the statutory payroll deductions and the
      employer’s contributions with respect to those employees of the Seller with whom
      the Purchaser has entered into a satisfactory arrangement for employment by
      the
      Purchaser. Such employees are included in Schedule 2.2(d). It is the intention
      of the parties that loans or advances to all current and former employees of
      the
      Seller be “grossed up” and that all withholding taxes and employer contributions
      be paid by Purchaser.

     

    (h) six
      hundred thousand (600,000) shares of common stock $0.0001 par value per share
      of
      ROO Group(the “Securities”), which shall be held in escrow for a period of one
      (1) year after the Closing Date pursuant to the terms of an escrow agreement
      in
      substantially the form set forth on Exhibit B
      (the
      “Escrow
      Agreement”).
      Purchaser shall have the right to set-off against the Securities held in escrow:
      (A) such amounts incurred by the Purchaser, including, but not limited to,
      legal
      fees and any other costs to satisfy and/or defend any and all claims that may
      arise in connection with the Assets acquired by Purchaser hereunder or otherwise
      in connection with this Agreement; (B) any amounts in excess of 105% of the
      dollar amount listed on Schedule 1.3(a)(i) for any individual Assumed Liability
      that Purchaser may be required to pay to discharge any one or more of the
      Assumed Liabilities. The parties hereto agree that the value to be ascribed
      to
      each
      share held in escrow shall be the closing price of the common stock of ROO
      Group
      as quoted on the OTCBB on the Closing Date. 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    1.5. Purchase
      Price Allocation.
      Purchaser and Seller shall mutually agree on the allocation of the Purchase
      Price. Such allocation shall be binding upon Purchaser and Seller for all
      purposes (including financial accounting purposes, financial and regulatory
      reporting purposes and tax purposes). Purchaser and Seller each further agree
      to
      file their Federal income tax returns and their other tax returns reflecting
      such allocation, Form 8594 and any other reports required by Section 1060 of
      the
      Internal Revenue Code of 1986, as amended (the “Code”).

     

    1.6. Records
      and Contracts.
      Seller
      shall deliver to Purchaser all of the Selected Contracts, with such assignments
      thereof and consents to assignments as are necessary to assure Purchaser of
      the
      full benefit of the same. Seller shall also deliver to Purchaser all of Seller’s
      files and records constituting and/or relating to Assets.

     

    1.7. Further
      Assurances.
      Seller
      shall, from time to time after the consummation of the transactions contemplated
      herein, at the request of Purchaser and without further consideration, execute
      and deliver further instruments of transfer and assignment and take such other
      action as Purchaser may reasonably require to more effectively transfer and
      assign to, and vest in, Purchaser the Assets free and clear of all Liens (as
      hereinafter defined).

     

    1.8. Sales
      and Transfer Taxes.
      All
      sales, transfer, use, recordation, documentary, stamp, excise taxes, personal
      property taxes, fees and duties (including any real estate transfer taxes)
      under
      applicable law incurred in connection with this Agreement or the transactions
      contemplated hereby will be borne and paid by Purchaser.

     

    1.9. Transfer
      of Subject Assets.
      At the
      Closing, Seller shall deliver or cause to be delivered to Purchaser good and
      sufficient instruments of transfer transferring to Purchaser title to all of
      the
      Assets, together with all required consents. Such instruments of transfer (a)
      shall contain appropriate warranties and covenants which are usual and customary
      for transferring the type of property involved under the laws of the
      jurisdictions applicable to such transfers, (b) shall be in form and substance
      reasonably satisfactory to Purchaser and its counsel, (c) shall effectively
      vest
      in Purchaser good and marketable title to all of the Assets free and clear
      of
      all Liens, and (d) where applicable, shall be accompanied by evidence of the
      discharge of all Liens against the Assets.

     

    ARTICLE
      II.

    CLOSING
      AND TERMINATION

     

    2.1. Closing
      Date.
      Subject
      to the satisfaction of the conditions set forth in Sections 6.1 and 6.2 hereof
      (or the waiver thereof by the party entitled to waive that condition), the
      closing of the sale and purchase of the Assets provided for in Section 1.1
      hereof (the “Closing”) shall take place at the offices of Sichenzia Ross
      Friedman Ference LLP located at 61 Broadway, 32nd
      Floor,
      New York, NY 10006 (or at such other place as the parties may mutually agree
      upon) on July 13, 2007. The date on which the Closing shall be held is referred
      to in this Agreement as the “Closing Date”

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    2.2. Termination
      of Agreement. This
      Agreement may be terminated prior to the Closing as follows:

     

    (a) at
      the
      election of the Seller or the Purchaser on or after July 16, 2007, if the
      Closing shall not have occurred by the close of business on such date, provided
      that the terminating party is not in default of any of its obligations
      hereunder; 

     

    (b) by
      mutual
      written consent of the Seller and the Purchaser; 

     

    (c) by
      the
      Seller or the Purchaser if there shall be in effect a final nonappealable order
      of a court, government or governmental agency or body of competent jurisdiction
      (“Governmental Body”) of competent jurisdiction restraining, enjoining or
      otherwise prohibiting the consummation of the transactions contemplated hereby;
      it being agreed that the parties hereto shall promptly appeal any adverse
      determination which is not nonappealable (and pursue such appeal with reasonable
      diligence); 

     

    (d) by
      the
      Purchaser, if it shall fail to enter into arrangements with at least eighty
      (80%) percent of those current or former employees of Seller as set forth on
      Schedule 2.2 (d) (the “Employees”), which have not been subsequently revoked by
      such Employees, with terms and conditions satisfactory to it, as determined
      by
      it in its sole discretion; and 

     

    (e) by
      the
      Purchaser, pursuant to Paragraph 1.3(a). 

     

    2.3. Procedure
      Upon Termination.
      In the
      event of termination and abandonment by the Purchaser or the Seller, or both,
      pursuant to Section 2.2 hereof, written notice thereof shall forthwith be given
      to the other party or parties, and this Agreement shall terminate, and the
      purchase of the Assets hereunder shall be abandoned, without further action
      by
      the Purchaser or the Seller. If this Agreement is terminated as provided herein
      each party shall redeliver all documents, work papers and other material of
      any
      other party relating to the transactions contemplated hereby, whether so
      obtained before or after the execution hereof, to the party furnishing the
      same.

     

    2.4. Effect
      of Termination.
      In the
      event that this Agreement is validly terminated as provided herein, then each
      of
      the parties shall be relieved of their duties and obligations arising under
      this
      Agreement after the date of such termination and such termination shall be
      without liability to the Purchaser or the Seller; provided, however, that
      nothing in this Section 2.4 shall relieve the Purchaser or the Seller of any
      liability for a breach of this Agreement.

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER AND THE OWNERS

     

    The
      Seller and the Owners, jointly and severally hereby represent and warrant to
      the
      Purchaser that:

     

    3.1. Organization
      and Good Standing.
      The
      Seller is a corporation duly organized, validly existing and in good standing
      under the laws of the state of Delaware and has all requisite power and
      authority to own, lease and operate its properties and to carry on its business
      as now conducted. The Seller is duly qualified or authorized to do business
      as a
      foreign corporation and is in good standing under the laws of each jurisdiction
      in which it owns or leases real property and each other jurisdiction in which
      the conduct of its business or the ownership of its properties requires such
      qualification or authorization, except where failure to be so qualified would
      not have a material adverse effect on the business, assets or financial
      condition of the Seller taken as a whole (“Material Adverse
      Effect”).
      [may
      need to included a qualifier as Wurld may need to complete an additional filing
      in DE] 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    3.2. Authorization
      of Agreement.
      The
      Seller and the Owners have all requisite corporate or personal, as the case
      may
      be, power, authority and legal capacity to execute and deliver this Agreement,
      and each other agreement, document, or instrument or certificate contemplated
      by
      this Agreement or to be executed by the Seller or the Owners in connection
      with
      the consummation of the transactions contemplated by this Agreement (together
      with this Agreement, the “Seller Documents”), and to consummate the transactions
      contemplated hereby and thereby. This Agreement has been, and each of the Seller
      Documents will be at or prior to the Closing, duly and validly executed and
      delivered by the Seller or the Owners and (assuming the due authorization,
      execution and delivery by the other parties hereto and thereto) this Agreement
      constitutes, and each of the Seller Documents when so executed and delivered
      will constitute, legal, valid and binding obligations of the Seller, enforceable
      against the Seller or the Owners, as applicable, in accordance with their
      respective terms, subject to 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).

     

    3.3. Ownership
      of Seller.
      The
      Owners collectively own 39.2% of the issued and outstanding shares of common
      stock of the Seller, free and clear of any and all liens, charges or
      encumbrances or any kind or nature.

     

    3.4. No
      Subsidiaries.
      The
      Seller has no subsidiaries. 

     

    3.5. Conflicts;
      Consents of Third Parties. 

     

    (a) Except
      as
      set forth in Schedule 3.5(a), none of the execution and delivery by the Seller
      or Owners of this Agreement and the Seller Documents, the consummation of the
      transactions contemplated hereby or thereby, or compliance by the Seller with
      any of the provisions hereof or thereof will (i) conflict with, or result in
      the
      breach of, any provision of the Articles of Incorporation or By-laws of the
      Seller; (ii) conflict with, violate, result in the breach or termination of,
      or
      constitute a default under any note, bond, mortgage, indenture, license,
      agreement or other instrument or obligation to which the Seller or any Owner
      is
      a party or by which any of them or any of their respective properties or assets
      is bound; (iii) violate any statute, rule, regulation, order or decree of any
      governmental body or authority by which the Seller is bound; or (iv) result
      in
      the creation of any Lien upon the properties or assets of the Seller except,
      in
      case of clauses (ii), (iii) and (iv), for such violations, breaches or defaults
      as would not, individually or in the aggregate, have a Material Adverse
      Effect.

     

    (b) No
      consent, waiver, approval, order, permit or authorization of, or declaration
      or
      filing with, or notification to, any person or Governmental Body is required
      on
      the part of the Seller, the Seller in connection with the execution and delivery
      of this Agreement or the Seller Documents, or the compliance by the Seller
      as
      the case may be, with any of the provisions hereof or thereof.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    3.6. Ownership
      and Transfer of Assets.
      Except
      as set forth on Schedule 3.6, Seller has good and marketable title to all of
      the
      Assets free and clear of all mortgages, pledges, security interests, charges,
      liens, restrictions and encumbrances of any kind (collectively, “Liens”)
      whatsoever. Upon the sale, assignment, transfer and delivery of the Assets
      to
      the Purchaser hereunder and under the Seller Documents, there will be vested
      in
      the Purchaser good, marketable and indefeasible title to the Assets, free and
      clear of all Liens. Except as specifically set forth on Schedule 1.2(a), the
      Assets include all of the assets and properties (i) held for use by Seller
      to
      conduct the Business as presently conducted and (ii) necessary for Purchaser
      to
      operate the Business in the same manner as such business is currently operated
      by Seller. All of the tangible Assets are in good repair, have been well
      maintained and are in good operating condition, do not require any material
      modifications or repairs, and comply in all material respects with applicable
      laws, ordinances and regulations, ordinary wear and tear excepted. 

     

    3.7. Financial
      Statements.
      The
      Seller has delivered or caused to be delivered to the Purchaser copies of (i)
      the consolidated balance sheets of the Seller as at December 31, 2006 and 2005
      and the related audited consolidated statements of income and of cash flows
      of
      the Seller for the years then ended and (ii) the unaudited but reviewed
      consolidated balance sheet of the Seller as at March 31, 2007 and the related
      consolidated statements of income and cash flows of the Seller for the
      three-month period then ended (such audited and unaudited statements, including
      the related notes and schedules thereto, are referred to herein as the “Seller
      Financial Statements”). Each of the Seller Financial Statements is complete and
      correct in all material respects, will be prepared in accordance with GAAP
      (subject to normal year-end adjustments in the case of the unaudited statements)
      and in conformity with the practices consistently applied by the Seller without
      modification of the accounting principles used in the preparation thereof and
      will present fairly the financial position, results of operations and cash
      flows
      of the Seller as at the dates and for the periods indicated. For the purposes
      hereof, the unaudited but reviewed consolidated balance sheet of the Seller
      as
      at March 31, 2007 is referred to as the “Seller Balance Sheet” and March 31,
      2007 is referred to as the “Seller Balance Sheet Date”. 

     

    3.8. No
      Undisclosed Liabilities.
      To the
      best of the Seller’s and Owners’ knowledge, the Seller has no indebtedness,
      obligations or liabilities of any kind (whether accrued, absolute, contingent
      or
      otherwise, and whether due or to become due) that would have been required
      to be
      reflected in, reserved against or otherwise described on the Seller Balance
      Sheet or in the notes thereto in accordance with GAAP which was not fully
      reflected in, reserved against or otherwise described in the Seller Balance
      Sheet or the notes thereto or was not incurred in the ordinary course of
      business consistent with past practice since the Seller Balance Sheet
      Date. 

     

    3.9. Absence
      of Certain Developments.
      Except
      as expressly contemplated by this Agreement or as set forth on Schedule 3.9,
      since the Seller Balance Sheet Date:

     

    (i) there
      has
      not been an event which had a Material Adverse Effect nor has there occurred
      any
      event which is reasonably likely to result in a Material Adverse
      Effect;

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    (ii) there
      has
      not been any damage, destruction or loss, whether or not covered by insurance,
      with respect to the property and assets of the Seller having a replacement
      cost
      of more than $10,000 for any single loss or $20,000 for all such
      losses;

     

    (iii) there
      has
      not been any declaration, setting aside or payment of any distribution in
      respect of any ownership interest of the Seller or any repurchase, redemption
      or
      other acquisition by the Seller of any outstanding ownership interest in, the
      Seller;

     

    (iv) the
      Seller has not awarded or paid any bonuses to employees of the Seller with
      respect to the fiscal year ended 2006, except to the extent accrued on the
      Seller Balance Sheet or entered into any employment, deferred compensation,
      severance or similar agreement (nor amended any such agreement) or agreed to
      increase the compensation payable or to become payable by it to any of the
      Seller’s directors, officers, employees, agents or representatives or agreed to
      increase the coverage or benefits available under any severance pay, termination
      pay, vacation pay, company awards, salary continuation for disability, sick
      leave, deferred compensation, bonus or other incentive compensation, insurance,
      pension or other employee benefit plan, payment or arrangement made to, for
      or
      with such directors, officers, employees, agents or representatives (other
      than
      normal increases in the ordinary course of business consistent with past
      practice and that in the aggregate have not resulted in a material increase
      in
      the benefits or compensation expense of the Seller);

     

    (v) there
      has
      not been any change by the Seller in accounting or Tax reporting principles,
      methods or policies;

     

    (vi) the
      Seller has not entered into any transaction or contract or conducted its
      business other than in the ordinary course consistent with past
      practice;

     

    (vii) the
      Seller has not failed to promptly pay and discharge current liabilities except
      where disputed in good faith by appropriate proceedings;

     

    (viii) the
      Seller has not made any loans, advances or capital contributions to, or
      investments in, any Person or paid any fees or expenses to the Seller or any
      Affiliate of the Seller;

     

    (ix) except
      as
      disclosed herein, the Seller has not mortgaged, pledged or subjected to any
      Lien
      any of its assets, or acquired any assets or sold, assigned, transferred,
      conveyed, leased or otherwise disposed of any assets of the Seller, except
      for
      assets acquired or sold, assigned, transferred, conveyed, leased or otherwise
      disposed of in the ordinary course of business consistent with past
      practice;

     

    (x) the
      Seller has not discharged or satisfied any Lien, or paid any obligation or
      liability (fixed or contingent), except in the ordinary course of business
      consistent with past practice and which, in the aggregate, would not be material
      to the Seller;

     

    (xi) the
      Seller has not canceled or compromised any debt or claim or amended, canceled,
      terminated, relinquished, waived or released any Contract or right except in
      the
      ordinary course of business consistent with past practice and which, in the
      aggregate, would not be material to the Seller;

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (xii) the
      Seller has not made or committed to make any capital expenditures or capital
      additions or betterments in excess of $10,000 individually or $20,000 in the
      aggregate;

     

    (xiii) the
      Seller has not instituted or settled any material legal proceeding;
      and

     

    (xiv) the
      Seller has not agreed to do anything set forth in this Section 3.9.

     

    3.10. Taxes.

     

    (a) Except
      as
      set forth on Schedule 3.10(a), to the best of the Seller’s knowledge, (A) all
      Tax returns required to be filed by or on behalf of the Seller have been
      properly prepared and duly and timely filed with the appropriate taxing
      authorities in all jurisdictions in which such Tax returns are required to
      be
      filed (after giving effect to any valid extensions of time in which to make
      such
      filings), and all such Tax returns were true, complete and correct in all
      material respects; (B) all Taxes payable by or on behalf of the Seller or in
      respect of its income, assets or operations have been fully and timely paid,
      and
      adequate reserves or accruals for Taxes have been provided in the Seller Balance
      Sheet with respect to any period for which Tax Returns have not yet been filed
      or for which Taxes are not yet due and owing; and (C) the Seller has not
      executed or filed with the Internal Revenue Service (the “IRS”) or any other
      taxing authority any agreement, waiver or other document or arrangement
      extending or having the effect of extending the period for assessment or
      collection of Taxes (including, but not limited to, any applicable statute
      of
      limitation), and no power of attorney with respect to any Tax matter is
      currently in force. “Tax or Taxes” means all federal, state, local or other
      taxes or similar governmental charges, fees, levies or assessments.

     

    (b) Except
      as
      set forth on Schedule 3.10(b), the Seller has complied in all material respects
      with all applicable laws (as defined in Section 3.18), rules and regulations
      relating to the payment and withholding of Taxes and has duly and timely
      withheld from employee salaries, wages and other compensation and has paid
      over
      to the appropriate taxing authorities all amounts required to be so withheld
      and
      paid over for all periods under all Laws.

     

    (c) Purchaser
      has received complete copies of (A) all federal, state, local and foreign income
      or franchise Tax Returns of the Seller relating to the taxable periods since
      2003 and (B) any audit report issued within the last three years relating to
      any
      material Taxes due from or with respect to the its income, assets or operations.
      All income and franchise Tax returns filed by or on behalf of the Seller for
      the
      taxable years ended on the respective dates set forth on Schedule 3.10 have
      been
      examined by the relevant taxing authority or the statute of limitations with
      respect to such Tax Returns has expired.

     

    (d) Schedule
      3.10 lists all material types of Taxes paid and material types of Tax returns
      filed by or on behalf of the Seller. Except as set forth on Schedule 3.10,
      no
      claim has been made by a taxing authority in a jurisdiction where the Seller
      does not file Tax Returns such that it is or may be subject to taxation by
      that
      jurisdiction. 

     

    (e) Except
      as
      set forth on Schedule 3.10, all deficiencies asserted or assessments made as
      a
      result of any examinations by the IRS or any other taxing authority of the
      Tax
      Returns of or covering or including the Seller that are owed by the Seller
      have
      been fully paid, and there are no other audits or investigations by any taxing
      authority in progress, nor has the Seller received any written notice from
      any
      taxing authority that it intends to conduct such an audit or investigation.
      No
      issue has been raised in writing by a federal, state, local or foreign taxing
      authority in any current or prior examination which, by application of the
      same
      or similar principles, could reasonably be expected to result in a proposed
      deficiency for any subsequent taxable period.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    (f) Except
      as
      set forth on Schedule 3.10, the Seller has not (A) agreed to or is not required
      to make any adjustments pursuant to Section 481(a) of the Code or any similar
      provision of state, local or foreign law by reason of a change in accounting
      method initiated by the Seller or has any knowledge that the IRS has proposed
      any such adjustment or change in accounting method, or has any application
      pending with any taxing authority requesting permission for any changes in
      accounting methods that relate to the business or operations of the Seller,
      (B)
      executed or entered into a closing agreement pursuant to Section 7121 of the
      Code or any predecessor provision thereof or any similar provision of state,
      local or foreign law with respect to the Seller, or (C) requested any extension
      of time within which to file any Tax Return, which Tax Return has since not
      been
      filed within the period of limitations.

     

    (g) No
      property owned by the Seller is (i) property required to be treated as being
      owned by another Person pursuant to the provisions of Section 168(f)(8) of
      the
      Internal Revenue Code of 1954, as amended and in effect immediately prior to
      the
      enactment of the Tax Reform Act of 1986, (ii) constitutes “tax-exempt use
      property” within the meaning of Section 168(h)(1) of the Code or (iii) is
“tax-exempt bond financed property” within the meaning of Section 168(g) of the
      Code.

     

    (h) The
      Seller is not a foreign person within the meaning of Section 1445 of the
      Code.

     

    (i) The
      Seller is not a party to any tax sharing or similar agreement or arrangement
      (whether or not written) pursuant to which it will have any obligation to make
      any payments after the Closing.

     

    (j) There
      is
      no contract, agreement, plan or arrangement covering any person that,
      individually or collectively, could give rise to the payment of any amount
      that
      would not be deductible by the Purchaser, the Affiliates or their respective
      affiliates by reason of Section 280G of the Code, or would constitute
      compensation in excess of the limitation set forth in Section 162(m) of the
      Code.

     

    (k) The
      Seller is not subject to any private letter ruling of the IRS or comparable
      rulings of other taxing authorities.

     

    (l) There
      are
      no liens as a result of any unpaid Taxes upon any of the assets of the
      Seller.

     

    (m) Except
      as
      set forth on Schedule 3.10, the Seller has no elections in effect for federal
      income tax purposes under Sections 108, 168, 441, 463, 472, 1017, 1033 or 4977
      of the Code.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (n) The
      Seller has never owned any Subsidiaries and has never been a member of any
      consolidated, combined or affiliated group of corporations for any Tax
      purposes.

     

    3.11. Real
      Property.

     

    (a) Seller
      does not own any interest in any real property. Schedule 3.11(a) sets forth
      a
      complete list of all real property and interests in real property leased by
      the
      Seller (individually, a “Real Property Lease” and the real properties specified
      in such leases being referred to herein individually as a “Seller Property” and
      collectively as the “Seller Properties”) as lessee or lessor. The Seller
      Property constitutes all interests in real property currently used or currently
      held for use in connection with the Business of the Seller and which are
      necessary for the continued operation of the Business of the Seller as the
      Business is currently conducted. The Seller has a valid and enforceable
      leasehold interest under each of the Real Property Leases, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
      creditors’ rights and remedies generally and subject, as to enforceability, to
      general principles of equity (regardless of whether enforcement is sought in
      a
      proceeding at law or in equity), and Seller has not received any written notice
      of any default or event that with notice or lapse of time, or both, would
      constitute a default by the Seller under any of the Real Property Leases. All
      of
      the Seller Property, buildings, fixtures and improvements thereon owned or
      leased by the Seller are in good operating condition and repair (subject to
      normal wear and tear). The Seller has delivered or otherwise made available
      to
      the Purchaser true, correct and complete copies of the Real Property Leases,
      together with all amendments, modifications or supplements, if any,
      thereto.

     

    (b) To
      the
      best knowledge of the Seller, the Seller’s landlord has all material
      certificates of occupancy and Permits of any Governmental Body necessary or
      useful for the current use and operation of each Seller Property, and the Seller
      has fully complied with all material conditions of the Permits applicable to
      it.
      No default or violation, or event that with the lapse of time or giving of
      notice or both would become a default or violation, has occurred in the due
      observance of any Permit. 

     

    (c) To
      the
      best knowledge of the Seller, there does not exist any actual or threatened
      or
      contemplated condemnation or eminent domain proceedings that affect any Seller
      Property or any part thereof, and the Seller has not received any notice, oral
      or written, of the intention of any Governmental Body or other Person to take
      or
      use all or any part thereof.

     

    (d) The
      Seller has not received any written notice from any insurance company that
      has
      issued a policy with respect to any Seller Property requiring performance of
      any
      structural or other repairs or alterations to such Seller Property.

     

    (e) The
      Seller does not own or hold, and is not obligated under or a party to, any
      option, right of first refusal or other contractual right to purchase, acquire,
      sell, assign or dispose of any real estate or any portion thereof or interest
      therein.

     

    (i) 
      (f) Except
      as
      specifically set forth in this Agreement to the contrary, Purchaser assumes
      no
      liability with respect to any Real Property Lease or Seller
      Property.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    3.12. Tangible
      Personal Property.

     

    (a) Schedule
      3.12(a) sets forth all leases of personal property (“Personal Property Leases”)
      involving annual payments in excess of $10,000 relating to personal property
      used in the business of the Seller or to which the Seller is a party or by
      which
      the properties or assets of the Seller is bound. The Seller has delivered or
      otherwise made available to the Purchaser true, correct and complete copies
      of
      the Personal Property Leases, together with all amendments, modifications or
      supplements thereto. 

     

    (b) The
      Seller has a valid leasehold interest under each of the Personal Property Leases
      under which it is a lessee, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting creditors’ rights and
      remedies generally and subject, as to enforceability, to general principles
      of
      equity (regardless of whether enforcement is sought in a proceeding at law
      or in
      equity), and there is no default under any Personal Property Lease by the
      Seller, or, to the best knowledge of the Seller, by any other party thereto,
      and
      no event has occurred that with the lapse of time or the giving of notice or
      both would constitute a default thereunder.

     

    (c) The
      Seller has good and marketable title to all of the items of tangible personal
      property reflected in the Seller Balance Sheet (except as sold or disposed
      of
      subsequent to the date thereof in the ordinary course of business consistent
      with past practice), free and clear of any and all liens other than as set
      forth
      on Schedule 3.12. All such items of tangible personal property which,
      individually or in the aggregate, are material to the operation of the business
      of the Seller are in good condition and in a state of good maintenance and
      repair (ordinary wear and tear excepted) and are suitable for the purposes
      used.


     

    (d) All
      of
      the items of tangible personal property used by the Seller under the Personal
      Property Leases are in good condition and repair (ordinary wear and tear
      excepted) and are suitable for the purposes used. 

     

    3.13. Intangible
      Property.
      Schedule
      3.13 contains a complete and correct list of each patent, trademark, trade
      name,
      service mark and copyright owned or used by the Seller as well as all
      registrations thereof and pending applications therefor, and each license or
      other agreement relating thereto. Except as set forth on Schedule 3.13, each
      of
      the foregoing is owned by the party shown on such Schedule as owning the same,
      free and clear of all mortgages, claims, liens, security interests, charges
      and
      encumbrances and is in good standing and not the subject of any challenge.
      There
      have been no claims made and the Seller has not received any notice or otherwise
      knows or has reason to believe that any of the foregoing is invalid or conflicts
      with the asserted rights of others. The Seller possesses, owns or licenses
      all
      patents, patent licenses, trade names, trademarks, service marks, brand marks,
      brand names, copyrights, know-how, formulae and other proprietary and trade
      rights necessary for the conduct of its business as now conducted, not subject
      to any restrictions and without any known conflict with the rights of others
      and
      has not forfeited or otherwise relinquished any such patent, patent license,
      trade name, trademark, service mark, brand mark, brand name, copyright,
      know-how, formulate or other proprietary right necessary for the conduct of
      its
      business as conducted on the date hereof. The Seller is not under any obligation
      to pay any royalties or similar payments in connection with any license to
      any
      Affiliate thereof. As used in this Agreement, “Affiliate” means, with respect to
      any person, any other person directly or indirectly controlling, controlled
      by
      or under common control with such person and for purposes of individuals,
      Affiliates would include an individual’s spouse and minor children.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    3.14. Material
      Contracts.
      Schedule
      3.14 sets forth all of the following Contracts to which the Seller is a party
      or
      by which it is bound (collectively, the “Material Contracts”): (i) Contracts
      with any current officer or director of the Seller; (ii) Contracts with any
      labor union or association representing any employee of the Seller; (iii)
      Contracts pursuant to which any party is required to purchase or sell a stated
      portion of its requirements or output from or to another party; (iv) Contracts
      for the sale of any of the assets of the Seller other than in the ordinary
      course of business or for the grant to any person of any preferential rights
      to
      purchase any of its assets; (v) joint venture agreements; (vi) material
      Contracts containing covenants of the Seller not to compete in any line of
      business or with any person in any geographical area or covenants of any other
      person not to compete with the Seller in any line of business or in any
      geographical area; (vii) Contracts relating to the acquisition by the Seller
      of
      any operating business or the capital stock of any other person; (viii)
      Contracts relating to the borrowing of money; or (ix) any other Contracts,
      other
      than Real Property Leases, which involve the expenditure of more than $20,000
      in
      the aggregate or $10,000 annually or require performance by any party more
      than
      one year from the date hereof. There have been made available to the Purchaser,
      its affiliates and their representatives true and complete copies of all of
      the
      Material Contracts. Except as set forth on Schedule 3.14, all of the Material
      Contracts and other agreements are in full force and effect and are the legal,
      valid and binding obligation of the Seller, enforceable against it in accordance
      with its terms, subject to applicable bankruptcy, insolvency, reorganization,
      moratorium and similar laws affecting creditors’ rights and remedies generally
      and subject, as to enforceability, to general principles of equity (regardless
      of whether enforcement is sought in a proceeding at law or in equity). Except
      as
      set forth on Schedule 3.14, the Seller is not in default in any material respect
      under any Material Contracts, nor, to the knowledge of the Seller, is any other
      party to any Material Contract in default thereunder in any material
      respect.

     

    3.15. Employee
      Benefits.

     

    (a) Schedule
      3.15(a) sets forth a complete and correct list of (i) all “employee benefit
      plans”, as defined in Section 3(3) of the Employee Retirement Income Security
      Act of 1974, as amended (“ERISA”), and any other pension plans or employee
      benefit arrangements, programs or payroll practices (including, without
      limitation, severance pay, vacation pay, company awards, salary continuation
      for
      disability, sick leave, retirement, deferred compensation, bonus or other
      incentive compensation, stock purchase arrangements or policies,
      hospitalization, medical insurance, life insurance and scholarship programs)
      maintained by the Seller or to which the Seller contributes or is obligated
      to
      contribute thereunder with respect to employees of the Seller (“Employee Benefit
      Plans”) and (ii) all “employee pension plans”, as defined in Section 3(2) of
      ERISA, maintained by the Seller or any trade or business (whether or not
      incorporated) which are under control, or which are treated as a single
      employer, with Seller under Section 414(b), (c), (m) or (o) of the Code (“ERISA
      Affiliate”) or to which the Seller or any ERISA Affiliate contributed or is
      obligated to contribute thereunder (“Pension Plans”). Schedule 3.15(a)
      identifies, in separate categories, Employee Benefit Plans or Pension Plans
      that
      are (i) subject to Section 4063 and 4064 of ERISA (“Multiple Employer Plans”),
      (ii) multiemployer plans (as defined in Section 4001(a)(3) of ERISA)
      (“Multiemployer Plans”) or (iii) “benefit plans”, within the meaning of Section
      5000(b)(1) of the Code providing continuing benefits after the termination
      of
      employment (other than as required by Section 4980B of the Code or Part 6 of
      Title I of ERISA and at the former employee’s or his beneficiary’s sole
      expense).

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    (b) Each
      of
      the Employee Benefit Plans and Pension Plans intended to qualify under Section
      401 of the Code (“Qualified Plans”) so qualifies and the trusts maintained
      thereto are exempt from federal income taxation under Section 501 of the Code,
      and, except as disclosed on Schedule 3.15(b), nothing has occurred with respect
      to the operation of any such plan which could cause the loss of such
      qualification or exemption or the imposition of any liability, penalty or tax
      under ERISA or the Code.

     

    (c) All
      contributions and premiums required by Law or by the terms of any Employee
      Benefit Plan or Pension Plan which are money purchase plans or any agreement
      relating thereto have been timely made (without regard to any waivers granted
      with respect thereto) to any funds or trusts established thereunder or in
      connection therewith, and no accumulated funding deficiencies exist in any
      of
      such plans subject to Section 412 of the Code.

     

    (d) No
      Employee Benefit Plans and Pension Plans are subject to Title IV of
      ERISA.

     

    (e) Each
      of
      the Employee Benefit Plans and Pension Plans has been maintained, in all
      material respects, in accordance with its terms and all provisions of applicable
      Law.

     

    3.16. 
      Labor.

     

    (a) Except
      as
      set forth on Schedule 3.16(a), the Seller is not party to any labor or
      collective bargaining agreement and there are no labor or collective bargaining
      agreements which pertain to employees of the Seller. The Seller has delivered
      or
      otherwise made available to the Purchaser true, correct and complete copies
      of
      the labor or collective bargaining agreements listed on Schedule 3.16(a),
      together with all amendments, modifications or supplements thereto.

     

    (b) Except
      as
      set forth on Schedule 3.16(b), no employees of the Seller are represented by
      any
      labor organization. No labor organization or group of employees of the Seller
      has made a pending demand for recognition, and there are no representation
      proceedings or petitions seeking a representation proceeding presently pending
      or, to the best knowledge of the Seller, threatened to be brought or filed,
      with
      the National Labor Relations Board or other labor relations tribunal. There
      is
      no organizing activity involving the Seller pending or, to the best knowledge
      of
      the Seller, threatened by any labor organization or group of employees of the
      Seller.

     

    (c) There
      are
      no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii)
      material grievances or other labor disputes pending or, to the best knowledge
      of
      the Seller, threatened against or involving the Seller. There are no unfair
      labor practice charges, grievances or complaints pending or, to the best
      knowledge of the Seller, threatened by or on behalf of any employee or group
      of
      employees of the Seller.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    3.17. Litigation.
      Except
      as set forth in Schedule 3.17, there is no suit, action, proceeding,
      investigation, claim or order pending or, to the knowledge of the Seller,
      overtly threatened against the Seller (or to the knowledge of the Seller,
      pending or threatened, against any of the officers, directors or key employees
      of the Seller with respect to its business activities on behalf of the Seller,
      or to which the Seller is otherwise a party, which, if adversely determined,
      would have a Material Adverse Effect, before any court, or before any
      governmental department, commission, board, agency, or instrumentality; nor
      to
      the knowledge of the Seller is there any reasonable basis for any such action,
      proceeding, or investigation. Except as set forth in Schedule 3.17, the Seller
      is not subject to any judgment, order or decree of any court or governmental
      agency except to the extent the same are not reasonably likely to have a
      Material Adverse Effect and is not engaged in any legal action to recover monies
      due it or for damages sustained by it. 

     

    3.18. Compliance
      with Laws; Permits.

     

    (a) Subject
      to Section 3.10, the Seller is in compliance with all federal, state and local
      statutes, laws, rules, regulations, orders and ordinances (“Laws”) applicable to
      it or to the conduct of its business or operations or the use of its properties
      (including any leased properties) and assets, except for such non-compliances
      as
      would not, individually or in the aggregate, have a Material Adverse Effect.
      The
      Seller has all governmental permits and approvals from state, federal or local
      authorities which are required for it to operate its business, except for those
      the absence of which would not, individually or in the aggregate, have a
      Material Adverse Effect. 

     

    3.19. Environmental
      Matters.
      Except
      as set forth on Schedule 3.19 hereto:

     

    (a) the
      operations of the Seller are in compliance with all applicable laws promulgated
      by any governmental entity which prohibit, regulate or control any hazardous
      material or hazardous material activity (“Environmental Laws”) and all permits
      issued pursuant to Environmental Laws or otherwise;

     

    (b) the
      Seller has obtained all permits required under all applicable Environmental
      Laws
      necessary to operate its business;

     

    (c) the
      Seller is not the subject of any outstanding written order or contract with
      any
      governmental authority or person respecting (i) Environmental Laws, (ii)
      Remedial Action or (iii) any release or threatened release of a Hazardous
      Material (“Release”);

     

    (d) the
      Seller has not received any written communication alleging either or both that
      it may be in violation of any Environmental Law, or any permit issued pursuant
      to Environmental Law, or may have any liability under any Environmental
      Law;

     

    (e) the
      Seller does not have any current contingent liability in connection with any
      Release into the indoor or outdoor environment (whether on-site or
      off-site);

     

    (f) there
      are
      no investigations of the business, operations, or currently or previously owned,
      operated or leased property of the Seller pending or, to the Seller’s knowledge,
      threatened which could lead to the imposition of any liability pursuant to
      Environmental Law;

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    (g) to
      the
      Seller’s knowledge, there is not located at any of the properties of the Seller
      any (i) underground storage tanks, (ii) asbestos-containing material or (iii)
      equipment containing polychlorinated biphenyls; and,

     

    (h) the
      Seller has provided to the Purchaser all environmentally related audits,
      studies, reports, analyses, and results of investigations that have been
      performed with respect to the currently or previously owned, leased or operated
      properties of the Seller.

     

    3.20. Insurance.
      Schedule
      3.20 sets forth a complete and accurate list of all policies of insurance of
      any
      kind or nature covering the Seller or any of its employees, properties or
      assets, including, without limitation, policies of life, disability, fire,
      theft, workers compensation, employee fidelity and other casualty and liability
      insurance. All such policies are in full force and effect, and, to the Seller’s
      knowledge, it is not in default of any provision thereof, except for such
      defaults as would not, individually or in the aggregate, have a Material Adverse
      Effect. 

     

    3.21. Inventories;
      Receivables; Payables.

     

    (a) The
      inventories of the Seller are in good and marketable condition, and are saleable
      in the ordinary course of business.

     

    (b) 
      All
      accounts receivable of the Seller has arisen from bona fide transactions in
      the
      ordinary course of business consistent with past practice. All accounts
      receivable of the Seller reflected on the Seller Balance Sheet are good and
      collectible at the aggregate recorded amounts thereof, net of any applicable
      reserve for returns or doubtful accounts reflected thereon, which reserves
      are
      adequate and were calculated in a manner consistent with past practice and
      in
      accordance with GAAP consistently applied. All accounts receivable arising
      after
      the Seller Balance Sheet Date are good and collectible at the aggregate recorded
      amounts thereof, net of any applicable reserve for returns or doubtful accounts,
      which reserves are adequate and were calculated in a manner consistent with
      past
      practice and in accordance with GAAP consistently applied. The parties agree
      and
      acknowledge that Purchaser’s sole remedy for a breach of this representation and
      warranty shall be to require Seller to repurchase uncollected accounts
      receivable as per Section 1.4(b)(ii) hereof.

     

    (c) All
      accounts payable of the Seller reflected in the Seller Balance Sheet or arising
      after the date thereof are the result of bona fide transactions in the ordinary
      course of business and have been paid or are not yet due and
      payable.

     

    3.22.  [INTENTIONALLY
      LEFT BLANK]

     

    3.23. Banks.
      Schedule
      3.23 contains a complete and correct list of the names and locations of all
      banks in which the Seller has accounts or safe deposit boxes and the names
      of
      all persons authorized to draw thereon or to have access thereto. Except as
      set
      forth on Schedule 3.23, no person holds a power of attorney to act on behalf
      of
      the Seller.

     

    3.24. No
      Misrepresentations.
      No
      representation or warranty of the Seller contained in this Agreement or in
      any
      schedule hereto or in any certificate or other instrument furnished by the
      Seller to the Purchaser pursuant to the terms hereof, taken as a whole, contains
      any untrue statement of a material fact or omits to state a material fact
      necessary to make the statements contained herein or therein not
      misleading.
      Without
      in any way limiting the foregoing, (i) Seller acknowledges that it prepared
      all
      schedules (with the exception of Schedules1.4(f), 2.2(d), and 4.3) attached
      hereto and represents that such schedules are true and accurate; and (ii) with
      regard to Schedule 1.1(c), Seller agrees that if any Intellectual Property
      is
      not included on such schedule, it is nonetheless intended to be, and is hereby,
      transferred to Purchaser, and Seller will take any and all actions as reasonably
      requested by Purchaser to perfect and/or memorialize Purchaser’s interest in
      such Intellectual Property (in accordance with the provisions of Section 1.7
      hereunder). 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    3.25. Financial
      Advisors.
      No
      Person has acted, directly or indirectly, as a broker, finder or financial
      advisor for the Seller in connection with the transactions contemplated by
      this
      Agreement and no Person is entitled to any fee or commission or like payment
      in
      respect thereof.

     

    3.26. Investment
      Intention.
      The
      Seller is acquiring the Securities for its own account, for investment purposes
      only and not with a view to the distribution (as such term is used in Section
      2(11) of the Securities Act of 1933. The Seller understands that the Securities
      have not been registered under the Securities Act and cannot be sold unless
      subsequently registered under the Securities Act or an exemption from such
      registration is available.

     

    3.27. Investment
      Experience.
      The
      Seller acknowledges that it can bear the economic risk and complete loss of
      its
      investment in the Securities and has such knowledge and experience in financial
      or business matters that it is capable of evaluating the merits and risks of
      the
      investment contemplated hereby.

     

    3.28. Disclosure
      of Information.
      The
      Seller has had an opportunity to receive all additional information related
      to
      the Company requested by it and to ask questions of and receive answers from
      the
      Company regarding the Company, its business and the terms and conditions of
      the
      Securities. The Seller acknowledges receipt of copies of the SEC Filings.
      Neither such inquiries nor any other due diligence investigation conducted
      by
      the Seller shall modify, amend or affect the Seller’s right to rely on the
      Company’s representations and warranties contained in this Agreement.

     

    3.29. Legends.
      It is
      understood that, except as provided below, certificates evidencing the
      Securities may bear the following or any similar legend:

     

     
      “The securities represented hereby may not be transferred unless (i) such
      securities have been registered for sale pursuant to the Securities Act of
      1933,
      as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii)
      the
      Company has received an opinion of counsel reasonably satisfactory to it that
      such transfer may lawfully be made without registration under the Securities
      Act
      of 1933 or qualification under applicable state securities laws”.

     

    3.30. Patriot
      Act.
      The
      Seller certifies that, to the best of the Seller’s knowledge, the Seller has not
      been designated, and is not owned or controlled, by a “suspected terrorist” as
      defined in Executive Order 13224. The Seller hereby acknowledges that the
      Purchaser seeks to comply with all applicable Laws concerning money laundering
      and related activities. In furtherance of those efforts, the Seller hereby
      represents, warrants and agrees that: (i) none of the cash or property owned
      by
      the Seller has been or shall be derived from, or related to, any activity that
      is deemed criminal under United States law; and (ii) no contribution or payment
      by the Seller has, and this Agreement will not, cause the Seller to be in
      violation of the United States Bank Secrecy Act, the United States International
      Money Laundering Control Act of 1986 or the United States International Money
      Laundering Abatement and Anti-Terrorist Financing Act of 2001. 

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    ARTICLE
      IV.

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER 

     

    The
      Purchaser represents and warrants that:

     

    4.1. Organization
      and Good Standing. Purchaser
      is a corporation duly incorporated and validly existing and in good standing
      under the laws of the State of Delaware.

     

    4.2. Authorization
      of Agreement.

     

    (a) The
      Purchaser has full corporate power and authority to execute and deliver this
      Agreement and each other agreement, document, instrument or certificate
      contemplated by this Agreement or to be executed by the Purchaser in connection
      with the consummation of the transactions contemplated hereby and thereby
      (together with the Employment Agreement, the “Purchaser Documents”), and to
      consummate the transactions contemplated hereby and thereby. The execution,
      delivery and performance by the Purchaser of this Agreement and each Purchaser
      Document have been duly authorized by all necessary corporate action on behalf
      of the Purchaser. This Agreement has been, and each Purchaser Document will
      be
      at or prior to the Closing, duly executed and delivered by the Purchaser and
      (assuming the due authorization, execution and delivery by the other parties
      hereto and thereto) this Agreement constitutes, and each Purchaser Document
      when
      so executed and delivered will constitute, legal, valid and binding obligations
      of the Purchaser, enforceable against the Purchaser in accordance with their
      respective terms, subject to 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).

     

    (b) Purchaser
      has the corporate power, capacity and authority to enter into and complete
      this
      Agreement;

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    4.3. Conflicts;
      Consents of Third Parties. 

     

    (a) Except
      as
      set forth on Schedule 4.3 hereto, neither of the execution and delivery by
      the
      Purchaser of the Purchaser Documents, nor the compliance by the Purchaser with
      any of the provisions hereof or thereof will (i) conflict with, or result in
      the
      breach of, any provision of the certificate of incorporation, or certificate
      of
      formation, or by-laws, or limited liability company agreement of the Purchaser,
      respectively, (ii) conflict with, violate, result in the breach of, or
      constitute a default under any note, bond, mortgage, indenture, license,
      agreement or other obligation to which the Purchaser is a party or by which
      the
      Purchaser or its properties or assets are bound or (iii) violate any statute,
      rule, regulation, order or decree of any governmental body or authority by
      which
      the Purchaser is bound, except, in the case of clauses (ii) and (iii), for
      such
      violations, breaches or defaults as would not, individually or in the aggregate,
      have a material adverse effect on the business, properties, results of
      operations, prospects, conditions (financial or otherwise) of the Purchaser,
      taken as a whole.

     

    (b) No
      consent, waiver, approval, order, permit or authorization of, or declaration
      or
      filing with, or notification to, any Person or Governmental Body is required
      on
      the part of the Purchaser in connection with the execution and delivery of
      this
      Agreement or the Purchaser Documents or the compliance by Purchaser with any
      of
      the provisions hereof or thereof.

     

    4.4. Litigation.
      There
      are no Legal Proceedings pending or, to the best knowledge of the Purchaser,
      threatened that are reasonably likely to prohibit or restrain the ability of
      the
      Purchaser to enter into this Agreement or consummate the transactions
      contemplated hereby.

     

    4.5. Financial
      Advisors.
      No
      person has acted, directly or indirectly, as a broker, finder or financial
      advisor for the Purchaser in connection with the transactions contemplated
      by
      this Agreement and no person is entitled to any fee or commission or like
      payment in respect thereof.

     

    4.6. Patriot
      Act.
      The
      Purchaser certifies that, to the best of the Purchaser’s knowledge, the
      Purchaser has not been designated, and is not owned or controlled, by a
“suspected terrorist” as defined in Executive Order 13224. The Purchaser hereby
      acknowledges that the Seller seeks to comply with all applicable Laws concerning
      money laundering and related activities. In furtherance of those efforts, the
      Purchaser hereby represents, warrants and agrees that: (i) none of the cash
      or
      property owned by the Seller has been or shall be derived from, or related
      to,
      any activity that is deemed criminal under United States law; and (ii) no
      contribution or payment by the Purchaser has, and this Agreement will not,
      cause
      the Purchaser to be in violation of the United States Bank Secrecy Act, the
      United States International Money Laundering Control Act of 1986 or the United
      States International Money Laundering Abatement and Anti-Terrorist Financing
      Act
      of 2001.

     

    4.7. No
      Knowledge of Breaches.
      Purchaser does not have actual knowledge of any breach of any representation
      and
      warranty made by Seller and the Owners hereunder.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    ARTICLE
      V.

    COVENANTS

     

    5.1. Access
      to Information.
      The
      Seller and Owners agree that, prior to the Closing Date, the Purchaser shall
      be
      entitled, through its officers, employees and representatives (including,
      without limitation, its legal advisors and accountants), to make such
      investigation of the properties, businesses and operations of the Seller and
      such examination of the books, records and financial condition of the Seller
      as
      it reasonably requests and to make extracts and copies of such books and
      records. Any such investigation and examination shall be conducted during
      regular business hours and under reasonable circumstances, and the Seller shall
      cooperate fully therein. No investigation by the Purchaser prior to or after
      the
      date of this Agreement shall diminish or obviate any of the representations,
      warranties, covenants or agreements of the Seller contained in the Seller
      Documents. In
      order
      that the Purchaser may have full opportunity to make such physical, business,
      accounting and legal review, examination or investigation as it may reasonably
      request of the affairs of the Seller, Seller shall cause its officers,
      employees, consultants, agents, accountants, attorneys and other representatives
      to cooperate fully with such representatives in connection with such review
      and
      examination.

     

    5.2. Conduct
      of the Business Pending the Closing.

     

    (a) Except
      as
      otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Purchaser, the Seller shall:

     

    (i) conduct
      its business only in the ordinary course consistent with past
      practice;

     

    (ii) use
      its
      best efforts to (A) preserve its present business operations, organization
      (including, without limitation, management and the sales force) and goodwill
      and
      (B) preserve its present relationship with Persons having business dealings
      with
      it;

     

    (iii) maintain
      (A) all of its assets and properties in their current condition, ordinary wear
      and tear excepted and (B) insurance upon all of its properties and assets in
      such amounts and of such kinds comparable to that in effect on the date of
      this
      Agreement;

     

    (iv) (A)
      maintain its books, accounts and records in the ordinary course of business
      consistent with past practices, (B) continue to collect accounts receivable
      and
      pay accounts payable utilizing normal procedures and without discounting or
      accelerating payment of such accounts, and (C) comply with all contractual
      and
      other obligations applicable to its operation; and

     

    (v) comply
      in
      all material respects with applicable Laws.

     

    (b) Except
      as
      otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Purchaser, the Seller shall not:

     

    (i) except
      for trade payables and for indebtedness for borrowed money incurred in the
      ordinary course of business and consistent with past practice, borrow monies
      for
      any reason or draw down on any line of credit or debt obligation, or become
      the
      guarantor, surety, endorser or otherwise liable for any debt, obligation or
      liability (contingent or otherwise) of any other Person; 

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    (ii) subject
      to any Lien (except for liens that do not materially impair the use of the
      property subject thereto in their respective businesses as presently conducted),
      any of its properties or assets (whether tangible or intangible);

     

    (iii) acquire
      any material properties or assets or sell, assign, transfer, convey, lease
      or
      otherwise dispose of any of its material properties or assets (except for fair
      consideration in the ordinary course of business consistent with past
      practice);

     

    (iv) cancel
      or
      compromise any debt or claim or waive or release any material right except
      in
      the ordinary course of business consistent with past practice;

     

    (v) enter
      into any commitment for capital expenditures in excess of $5,000 for any
      individual commitment and $10,000 for all commitments in the
      aggregate;

     

    (vi) introduce
      any material change with respect to its operation, including any material change
      in the types, nature, composition or quality of its products or services,
      experience any material change in any contribution of its product lines to
      its
      revenues or net income, or, other than in the ordinary course of business,
      make
      any change in product specifications or prices or terms of distributions of
      such
      products; 

     

    (vii) enter
      into any transaction or make or enter into any contract which by reason of
      its
      size or otherwise is not in the ordinary course of business consistent with
      past
      practice;

     

    (viii) enter
      into or agree to enter into any merger or consolidation with, any corporation
      or
      other entity, and not engage in any new business or invest in, make a loan,
      advance or capital contribution to, or otherwise acquire the securities of
      any
      other Person;

     

    (ix) except
      for transfers of cash pursuant to normal cash management practices, make any
      investments in or loans to, or pay any fees or expenses to, or enter into or
      modify any contract with any Affiliate; or

     

    (x) agree
      to
      do anything prohibited by this Section 5.2 or anything which would make any
      of
      the representations and warranties of the Seller in this Agreement or the Seller
      Documents untrue or incorrect in any material respect as of any time through
      and
      including the Effective Time.

     

    5.3. Consents.
      The
      Seller shall use its best efforts, and the Purchaser shall cooperate with the
      Seller, to obtain at the earliest practicable date all consents and approvals
      required to consummate the transactions contemplated by this Agreement,
      including, without limitation, the consents and approvals referred to in Section
      3.5(b) hereof; provided, however, that neither the Seller nor the Purchaser
      shall be obligated to pay any consideration therefor to any third party from
      whom consent or approval is requested.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    5.4. Other
      Actions.
      Each of
      the Seller, Owners, and Purchaser shall use its best efforts to (i) take all
      actions necessary or appropriate to consummate the transactions contemplated
      by
      this Agreement and (ii) cause the fulfillment at the earliest practicable date
      of all of the conditions to their respective obligations to consummate the
      transactions contemplated by this Agreement.

     

    5.5. No
      Solicitation.
      The
      Seller will not, and will not cause or permit any of its partners, officers,
      employees, representatives or agents (collectively, the “Representatives”) to,
      directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend,
      propose or enter into, either as the proposed surviving, merged, acquiring
      or
      acquired corporation, any transaction involving a merger, consolidation,
      business combination, purchase or disposition of any amount of the assets or
      capital stock or other equity interest in it other than the transactions
      contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate,
      encourage, solicit or initiate discussions, negotiations or submissions of
      proposals or offers in respect of an Acquisition Transaction, (iii) furnish
      or
      cause to be furnished, to any Person, any information concerning its business,
      operations, properties or assets in connection with an Acquisition Transaction,
      or (iv) otherwise cooperate in any way with, or assist or participate in,
      facilitate or encourage, any effort or attempt by any other Person to do or
      seek
      any of the foregoing. The Seller will inform the Purchaser in writing
      immediately following the receipt by the Seller or any Representative of any
      proposal or inquiry in respect of any Acquisition Transaction.

     

    5.6. Provisions
      for Liabilities Not Assumed. Prior
      to
      any final winding up or dissolution, the Seller will pay or adequately provide
      for all of its known or reasonably anticipated claims, liabilities and
      obligations that are not expressly assumed by the Purchaser pursuant to
      Article 2. The Seller will make no distribution to its shareholders of the
      proceeds of the transactions contemplated by this Agreement until all of its
      creditors are paid and for a minimum of one (1) year following the
      Closing.

     

    5.7. Preservation
      of Records.
      The
      Seller, Owners, and Purchaser agree that each of them shall preserve and keep
      the records held by it relating to the business of the Seller for a period
      of
      three years from the Closing Date (six years with respect to tax related
      records) and shall make such records and personnel available to the other as
      may
      be reasonably required by such party in connection with, among other things,
      preparation of financial statements, disclosure of information to the Securities
      and Exchange Commission, stock exchange or similar entity, any insurance claims
      by, legal proceedings against or governmental investigations of the Seller,
      the
      Purchaser or any of their Affiliates or in order to enable the Seller or
      Purchaser to comply with their respective obligations under this Agreement,
      the
      Employment Agreements and each other agreement, document or instrument
      contemplated hereby or thereby. In the event the Seller or Purchaser wishes
      to
      destroy such records after that time, such party shall first give ninety (90)
      days prior written notice to the other and such other party shall have the
      right
      at its option and expense, upon prior written notice given to such party within
      that ninety (90) day period, to take possession of the records within one
      hundred and eighty (180) days after the date of such notice.

     

    5.8. Continued
      Cooperation.
      From the
      date of Closing through June 30, 2008, Kerber shall make himself available
      to
      the Purchaser to provide such consulting services as may be requested by the
      Purchaser to ensure the orderly functioning of the Business and incorporation
      of
      the assets into Purchaser’s business. 

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    5.9. Release
      of Personal Guarantees.
      Purchaser agrees to use its best efforts to secure the release of any personal
      guarantees given by the Owners in connection with the Leased Assets which
      Purchaser shall acquire pursuant to this Agreement. A true and accurate schedule
      setting forth all such personal guarantees is attached hereto as Schedule 5.9.
      However, each of the Owners agrees to be jointly and severally liable to
      Purchaser to the extent that Purchaser expends more than 105% of the total
      dollar amount set forth in Schedule 1.3(a)(i) to discharge all of the
      liabilities set forth on Schedule 1.3(a) (i). Similarly, if Purchaser only
      settles a portion of the liabilities set forth on Schedule 1.3(a)(i), each
      of
      the Owners agrees to be jointly and severally liable to Purchaser to the extent
      that Purchaser expends more than 105% of the total dollar amount allocated
      to
      those liabilities settled by Purchaser.

     

    5.10. Publicity.
      Neither
      the Seller nor the Purchaser shall issue any press release or public
      announcement concerning this Agreement or the transactions contemplated hereby
      without obtaining the prior written approval of the other party hereto, which
      approval will not be unreasonably withheld or delayed, unless, in the sole
      judgment of the Purchaser or the Seller, disclosure is otherwise required by
      applicable Law or by the applicable rules of any stock exchange on which the
      Purchaser lists securities, provided that, to the extent required by applicable
      Law, the party intending to make such release shall use its best efforts
      consistent with such applicable Law to consult with the other party with respect
      to the text thereof. 

     

    5.11. Use
      of Name.
      The
      Seller hereby agrees that upon the consummation of the transactions contemplated
      hereby, the Purchaser shall have the sole right to the use of the name “Peer
      Impact” and variations thereof and the Seller shall not, and shall not cause or
      permit any Affiliate to use such name or any variation or simulation
      thereof. 

     

    ARTICLE
      VI.

    CONDITIONS
      TO CLOSING

     

    6.1. Conditions
      Precedent to Obligations of Purchaser.
      The
      obligation of the Purchaser to consummate the transactions contemplated by
      this
      Agreement is subject to the approval of its Board of Directors, which may be
      withheld in the Board’s sole discretion, and to the fulfillment, on or prior to
      the Closing Date, of each of the following conditions (any or all of which
      may
      be waived by the Purchaser in whole or in part to the extent permitted by
      applicable Law):

     

    (a) all
      representations and warranties of the Seller and Owners contained herein shall
      be true and correct as of the date hereof;

     

    (b) all
      representations and warranties of the Seller contained herein qualified as
      to
      materiality shall be true and correct, and the representations and warranties
      of
      the Seller contained herein not qualified as to materiality shall be true and
      correct in all material respects, at and as of the Closing Date with the same
      effect as though those representations and warranties had been made again at
      and
      as of that time;

     

    (c) the
      Seller shall have performed and complied in all material respects with all
      obligations and covenants required by this Agreement to be performed or complied
      with by it on or prior to the Closing Date;

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    (d) the
      Purchaser shall have been furnished with certificates (dated the Closing date
      and in form and substance reasonably satisfactory to the Purchaser) executed
      by
      the Seller certifying as to the fulfillment of the conditions specified in
      Sections 6.1(a), 6.1(b) and 6.1(c) hereof;

     

    (e) the
      Purchaser shall have obtained all consents and waivers referred to in Section
      4.3 hereof with respect to the transactions contemplated by this Agreement
      and
      the Purchaser Documents;

     

    (f) the
      Purchaser shall have been furnished with certificates (dated the Closing date
      and in form and substance reasonably satisfactory to the Purchaser) executed
      by
      the Seller certifying as to the fulfillment of the conditions specified in
      Sections 6.1(a), 6.1(b) and 6.1(c) hereof, and resolution(s) of the Board of
      Directors of the Seller authorizing the sale of the Assets as set forth in
      this
      Agreement; 

     

    (g) there
      shall not have been or occurred any event which will have a Material Adverse
      Effect;

     

    (h) the
      Seller shall have obtained all consents and waivers referred to in Section
      3.5
      hereof, in a form reasonably satisfactory to the Purchaser, with respect to
      the
      transactions contemplated by this Agreement and the Seller
      Documents;

     

    (i) no
      Legal
      Proceedings shall have been instituted or threatened or claim or demand made
      against the Seller or the Purchaser seeking to restrain or prohibit or to obtain
      substantial damages with respect to the consummation of the transactions
      contemplated hereby, and there shall not be in effect any order by a
      Governmental Body of competent jurisdiction restraining, enjoining or otherwise
      prohibiting the consummation of the transactions contemplated
      hereby;

     

    (j) all
      agreements and consents to the assignment of the Selected Contracts (except
      to
      the extent Purchaser has notified Seller that Purchaser will obtain or has
      obtained such consent(s)), all estoppel certificates, recognition agreements,
      nondisturbance agreements and all waivers of termination, cancellation and
      other
      rights, deemed by Purchaser to be necessary or advisable shall have been
      obtained by the Seller and delivered to the Purchaser, and none of such
      agreements, consents or waivers shall be conditioned upon the giving of any
      consideration by the Purchaser or any change in the terms of such
      contracts.

     

    (k)
       the
      Seller shall have delivered a Subordination Agreement, in the form attached
      hereto as Exhibit C pursuant to which Gregory Kerber, Kirk Feathers and Richard
      Saxton shall agree to subordinate all claims which they may have against the
      Seller or its assets, existing now or later, to all other claims of the
      Company’s creditors. 

     

     

      (l) the
      Purchaser shall have received disclosure schedules required pursuant to Article
      3 hereof, which shall be reasonably satisfactory to the Purchaser.

     

    6.2. Conditions
      Precedent to Obligations of the Seller and Owners.
      The
      obligations of the Seller and Owners to consummate the transactions contemplated
      by this Agreement are subject to the fulfillment, prior to or on the Closing
      Date, of each of the following conditions (any or all of which may be waived
      by
      the Seller in whole or in part to the extent permitted by applicable
      law):

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    (a) all
      representations and warranties of the Purchaser contained herein shall be true
      and correct as of the date hereof;

     

    (b) all
      representations and warranties of the Purchaser contained herein qualified
      as to
      materiality shall be true and correct, and all representations and warranties
      of
      Purchaser contained herein not qualified as to materiality shall be true and
      correct in all material respects, at and as of the Closing Date with the same
      effect as though those representations and warranties had been made again at
      and
      as of that date;

     

    (c) the
      Purchaser shall have performed and complied in all material respects with all
      obligations and covenants required by this Agreement to be performed or complied
      with by Purchaser on or prior to the Closing Date;

     

    (d) the
      Seller shall have been furnished with certificates (dated the Closing Date
      and
      in form and substance reasonably satisfactory to the Seller) executed by the
      Chief Executive Officer and Chief Financial Officer of the Purchaser certifying
      as to the fulfillment of the conditions specified in Sections 6.2(a), 6.2(b)
      and
      6.2(c), and with resolution(s) of the Board of Directors of the Purchaser
      authorizing the purchase of the Assets as set forth in this
      Agreement;;

     

    (e) there
      shall not be in effect any order by a Governmental Body of competent
      jurisdiction restraining, enjoining or otherwise prohibiting the consummation
      of
      the transactions contemplated hereby. 

     

    ARTICLE
      VII.

    DOCUMENTS
      TO BE DELIVERED

     

    7.1.
       Documents
      to be Delivered by the Seller.
      At the
      Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser
      the following:

     

    (a) the
      opinion of Carusone and Carusone, counsel to the Seller, in a mutually
      acceptable form; 

     

    (b) copies
      of
      all consents and waivers referred to in Section 6.1(h) hereof;

     

    (c) the
      Compensation Escrow Agreement and the Escrow Agreement, substantially in the
      form of Exhibits
      A and B
      hereto,
      duly executed; 

     

    (d) the
      Subordination Agreements, in the form of Exhibit
      C hereto,
      duly executed; 

     

    (e) the
      certificates and resolutions referred to in Section 6.1(f) hereof;
      and

     

    (f) such
      other documents as the Purchaser shall reasonably request.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    7.2. Documents
      to be Delivered by the Purchaser.
      At the
      Closing, the Purchaser shall deliver to the following:

     

    (a) the
      Securities;

     

    (b) the
      Compensation Escrow Agreement and the Escrow Agreement, substantially in the
      form of Exhibit
      A and B
      hereto,
      duly executed;

     

    (c) the
      certificates referred to in Section 6.2(d) hereof; and

     

    (d) such
      other documents as the Seller shall reasonably request.

     

    ARTICLE
      VIII.

    INDEMNIFICATION

     

    8.1. Indemnification.

     

    (a) Subject
      to Section 8.2 hereof, the Seller and the Owners hereby agree to indemnify
      and
      hold the Purchaser and its respective directors, officers, employees,
      Affiliates, agents, successors and assigns (collectively, the “Purchaser
      Indemnified Parties”) harmless from and against:

     

    (i) any
      and
      all liabilities of the Seller of every kind, nature and description, absolute
      or
      contingent, existing as against the Seller prior to and including the Closing
      Date or thereafter coming into being or arising by reason of any state of facts
      existing, or any transaction entered into, on or prior to the Closing Date,
      except to the extent that the same have been fully provided for (and accrued
      and
      applied as a liability) in the Purchaser Balance Sheet or were incurred in
      the
      ordinary course of business between the Seller Balance Sheet Date and the
      Closing Date; 

     

    (ii) subject
      to Section 9.3, any and all losses, liabilities, obligations, damages, costs
      and
      expenses based upon, attributable to or resulting from the failure of any
      representation or warranty of the Seller set forth in Section 3 hereof, or
      any
      representation or warranty contained in any certificate delivered by or on
      behalf of the Seller pursuant to this Agreement, to be true and correct in
      all
      respects as of the date made; 

     

    (iii) any
      and
      all losses, liabilities, obligations, damages, costs and expenses based upon,
      attributable to or resulting from any Excluded Liabilities; 

     

    (iv) any
      claim
      by, or liability or obligation to any employee of the Seller in connection
      with
      his or her employment or termination of employment on or prior to the Closing
      Date by the Seller;

     

    (v) any
      and
      all losses, liabilities, obligations, damages, costs and expenses based upon,
      attributable to or resulting from the breach of any covenant or other agreement
      on the part of the Seller under this Agreement; 

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    (vi) any
      and
      all notices, actions, suits, proceedings, claims, demands, assessments,
      judgments, costs, penalties and expenses, including attorneys’ and other
      professionals’ fees and disbursements (collectively, “Expenses”) incident to any
      and all losses, liabilities, obligations, damages, costs and expenses with
      respect to which indemnification is provided hereunder (collectively,
“Losses”).

     

    (b) Subject
      to Section 8.2, Purchaser hereby agree to indemnify and hold the Seller, the
      Owners and their Affiliates, agents, successors and assigns (collectively,
      the
“Seller Indemnified Parties”) harmless from and against:

     

    (i) subject
      to Section 9.3, any and all Losses based upon, attributable to or resulting
      from
      the failure of any representation or warranty of the Purchaser set forth in
      Section 4 hereof, or any representation or warranty contained in any certificate
      delivered by or on behalf of the Purchaser pursuant to this Agreement, to be
      true and correct as of the date made;

     

    (ii) any
      and
      all Losses based upon, attributable to or resulting from the breach of any
      covenant or other agreement on the part of the Purchaser under this Agreement;
      

     

    (iii) any
      and
      all Losses of the Purchaser of every kind, nature and description, absolute
      or
      contingent, existing as against the Purchaser after the Closing Date coming
      into
      being or arising by reason of any state of facts existing, or any transaction
      entered into, after the Closing Date, except for (A) such Losses for which
      Seller and the Owners have an obligation to indemnify the Purchaser Indemnified
      Parties pursuant to Section 8.1 and (B) such Losses that affect all shareholders
      of Purchaser by virtue of their status as shareholders; and

     

    (iv) any
      and
      all Expenses incident to the foregoing.

     

    8.2. Indemnification
      Procedures.

     

    (a) In
      the
      event that any Legal Proceedings shall be instituted or that any claim or demand
      (“Claim”) shall be asserted by any Person in respect of which payment may be
      sought under Section 8.1 hereof, the indemnified party shall reasonably and
      promptly cause written notice of the assertion of any Claim of which it has
      knowledge which is covered by this indemnity to be forwarded to the indemnifying
      party. The indemnifying party shall have the right, at its sole option and
      expense, to be represented by counsel of its choice, which must be reasonably
      satisfactory to the indemnified party, and to defend against, negotiate, settle
      or otherwise deal with any Claim which relates to any Losses indemnified against
      hereunder. If the indemnifying party elects to defend against, negotiate, settle
      or otherwise deal with any Claim which relates to any Losses indemnified against
      hereunder, it shall within five (5) days (or sooner, if the nature of the Claim
      so requires) notify the indemnified party of its intent to do so. If the
      indemnifying party elects not to defend against, negotiate, settle or otherwise
      deal with any Claim which relates to any Losses indemnified against hereunder,
      fails to notify the indemnified party of its election as herein provided or
      contests its obligation to indemnify the indemnified party for such Losses
      under
      this Agreement, the indemnified party may defend against, negotiate, settle
      or
      otherwise deal with such Claim. If the indemnified party defends any Claim,
      then
      the indemnifying party shall reimburse the indemnified party for the Expenses
      of
      defending such Claim upon submission of periodic bills. If the indemnifying
      party shall assume the defense of any Claim, the indemnified party may
      participate, at his or its own expense, in the defense of such Claim; provided,
      however, that such indemnified party shall be entitled to participate in any
      such defense with separate counsel at the expense of the indemnifying party
      if,
      (i) so requested by the indemnifying party to participate or (ii) in the
      reasonable opinion of counsel to the indemnified party, a conflict or potential
      conflict exists between the indemnified party and the indemnifying party that
      would make such separate representation advisable; and provided, further, that
      the indemnifying party shall not be required to pay for more than one such
      counsel for all indemnified parties in connection with any Claim. The parties
      hereto agree to cooperate fully with each other in connection with the defense,
      negotiation or settlement of any such Claim.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    (b) After
      any
      final judgment or award shall have been rendered by a court, arbitration board
      or administrative agency of competent jurisdiction and the expiration of the
      time in which to appeal therefrom, or a settlement shall have been consummated,
      or the indemnified party and the indemnifying party shall have arrived at a
      mutually binding agreement with respect to a Claim hereunder, the indemnified
      party shall forward to the indemnifying party notice of any sums due and owing
      by the indemnifying party pursuant to this Agreement with respect to such matter
      and the indemnifying party shall be required to pay all of the sums so due
      and
      owing to the indemnified party by wire transfer of immediately available funds
      within 10 business days after the date of such notice.

     

    (c) The
      failure of the indemnified party to give reasonably prompt notice of any Claim
      shall not release, waive or otherwise affect the indemnifying party’s
      obligations with respect thereto except to the extent that the indemnifying
      party can demonstrate actual loss and prejudice as a result of such
      failure.

     

    (d) The
      failure of the indemnified party to give reasonably prompt notice of any Claim
      shall not release, waive or otherwise affect the indemnifying party’s
      obligations with respect thereto except to the extent that the indemnifying
      party can demonstrate actual loss and prejudice as a result of such
      failure.

     

    (e) At
      its
      sole discretion and without limiting any other rights of the Purchaser under
      this Agreement or at law or equity, the Purchaser may satisfy any Losses for
      which it is to be indemnified by the Seller in this Agreement in whole or in
      part by offset against any funds, securities, or other property payable by
      the
      Purchaser to the Seller and neither the exercise of nor the failure to exercise
      such right of set-off will constitute an election of remedies or limit the
      Purchaser in any manner in the enforcement of any other remedies that may be
      available to them.

     

    ARTICLE
      IX.

    MISCELLANEOUS

     

    9.1. Payment
      of Sales, Use or Similar Taxes.
      All
      sales, use, transfer, intangible, recordation, documentary stamp or similar
      Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
      the transactions contemplated by this Agreement shall be borne by the
      Purchaser.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    9.2. Survival
      of Representations and Warranties.
      The
      parties hereto hereby agree that the representations and warranties contained
      in
      this Agreement or in any certificate, document or instrument delivered in
      connection herewith, shall survive the execution and delivery of this Agreement,
      and the Closing hereunder, regardless of any investigation made by the parties
      hereto; provided, however, that any claims or actions with respect thereto
      (other than claims for indemnifications with respect to the representation
      and
      warranties contained in Sections 3.7, 3.10, 3.17, 3.19, 4.4 and 4.5 which shall
      survive for periods coterminous with any applicable statutes of limitation)
      shall terminate unless within twelve (12) months after the Closing Date written
      notice of such claims is given to the Seller or such actions are
      commenced.

     

    9.3. Expenses.
      Except
      as otherwise provided in this Agreement, the Seller, the Purchaser shall each
      bear its own expenses incurred in connection with the negotiation and execution
      of this Agreement and each other agreement, document and instrument contemplated
      by this Agreement and the consummation of the transactions contemplated hereby
      and thereby.

     

    9.4. Specific
      Performance.
      The
      Seller and Owners acknowledge and agree that the breach of this Agreement would
      cause irreparable damage to the Purchaser and that the Purchaser will not have
      an adequate remedy at law. Therefore, unless validly terminated pursuant to
      Section 2.2 above, the obligations of the Seller under this Agreement,
      including, without limitation, the Seller’s obligation to sell the Assets to the
      Purchaser, shall be enforceable by a decree of specific performance issued
      by
      any court of competent jurisdiction, and appropriate injunctive relief may
      be
      applied for and granted in connection therewith. Such remedies shall, however,
      be cumulative and not exclusive and shall be in addition to any other remedies
      which any party may have under this Agreement or otherwise.

     

    9.5. Further
      Assurances.
      The
      Seller and Purchaser each agree to execute and deliver such other documents
      or
      agreements and to take such other action as may be reasonably necessary or
      desirable for the implementation of this Agreement and the consummation of
      the
      transactions contemplated hereby including but not limited to, a bill of
      sale.

     

    9.6. Submission
      to Jurisdiction; Consent to Service of Process

     

    (a) The
      parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
      of
      any federal or state court located within the State of New York over any dispute
      arising out of or relating to this Agreement or any of the transactions
      contemplated hereby and each party hereby irrevocably agrees that all claims
      in
      respect of such dispute or any suit, action proceeding related thereto may
      be
      heard and determined in such courts. The parties hereby irrevocably waive,
      to
      the fullest extent permitted by applicable Law, any objection which they may
      now
      or hereafter have to the laying of venue of any such dispute brought in such
      court or any defense of inconvenient forum for the maintenance of such dispute.
      Each of the parties hereto agrees that a judgment in any such dispute may be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law.

     

    (b) Each
      of
      the parties hereto hereby consents to process being served by any party to
      this
      Agreement in any suit, action or proceeding by the mailing of a copy thereof
      in
      accordance with the provisions of Section 9.9.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    9.7. Entire
      Agreement; Amendments and Waivers.
      This
      Agreement (including the schedules and exhibits hereto) represents the entire
      understanding and agreement between the parties hereto with respect to the
      subject matter hereof and can be amended, supplemented or changed, and any
      provision hereof can be waived, only by written instrument making specific
      reference to this Agreement signed by the party against whom enforcement of
      any
      such amendment, supplement, modification or waiver is sought. No action taken
      pursuant to this Agreement, including without limitation, any investigation
      by
      or on behalf of any party, shall be deemed to constitute a waiver by the party
      taking such action of compliance with any representation, warranty, covenant
      or
      agreement contained herein. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a further
      or
      continuing waiver of such breach or as a waiver of any other or subsequent
      breach. No failure on the part of any party to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of such right, power or remedy
      by such party preclude any other or further exercise thereof or the exercise
      of
      any other right, power or remedy. All remedies hereunder are cumulative and
      are
      not exclusive of any other remedies provided by law.

     

    (a) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    9.8. Table
      of Contents and Headings.
      The
      table of contents and section headings of this Agreement are for reference
      purposes only and are to be given no effect in the construction or
      interpretation of this Agreement.

     

    9.9. Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered personally or mailed by certified mail,
      return receipt requested, to the parties (and shall also be transmitted by
      facsimile to the Persons receiving copies thereof) at the following addresses
      (or to such other address as a party may have specified by notice given to
      the
      other party pursuant to this provision):

     

    If
      to
      Purchaser:

    


    ROO
      HD,
      Inc.

    228
      East
      45th
      Street,
      8th
      Floor

    New
      York,
      NY 10017 

    Attn:
      Robert Petty 

    Phone:
      (646) 352-0260

    Fax: (646)
      619-4074

    


    With
      copies to:

    ROO
      HD,
      Inc.

    228
      East
      45th
      Street,
      8th
      Floor

    New
      York,
      NY 10017 

    Attn:
      Michael Bracken 

    Phone:
      (646) 429-1297

    Fax: (646)
      514-5852

    


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    Richard
      A. Friedman, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway, 32nd
      Flr


    New
      York,
      New York 10006

    Phone:
      212-930-9700

    Fax:
      212-930-9725

    


    If
      to
      Seller or Owners:

    


    Wurld
      Media, Inc. 

    63
      Putnam
      Street, Suite#103

    Saratoga
      Springs, NY 12866

    Attn:
      Gregory G. Kerber

    Phone:
      (518) 682-3100

    Fax:
      (518) 682-3141

    


    With
      a
      copy to:

    


    Carusone
      & Carusone

    491
      Broadway 

    Saratoga
      Springs, NY 12866

    Attn:
      John J. Carusone, Jr. 

    Phone:
      (518) 584-3240

    Fax:
      (518) 584-7451

    


    9.10. Severability.
      If any
      provision of this Agreement is invalid or unenforceable, the balance of this
      Agreement shall remain in effect.

     

    9.11. Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. Nothing in this Agreement
      shall create or be deemed to create any third party beneficiary rights in any
      person or entity not a party to this Agreement except as provided below. No
      assignment of this Agreement or of any rights or obligations hereunder may
      be
      made by either the Seller or the Purchaser (by operation of law or otherwise)
      without the prior written consent of the other parties hereto and any attempted
      assignment without the required consents shall be void. 

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, and intending to be bound, the parties have affixed their
      signatures this 12th
      day of
      July, 2007

     

     

    
      	 	
              ROO
                HD, Inc.

              


              


              By: _/s/
                Robin Smyth

              Name:
                Robin Smyth

              Title:
                Executive Director

              


              


              Wurld
                Media, Inc. 

              


              By: _/s/
                Gregory Kerber

              Name:
                Gregory Kerber 

              Title:
                CEO & Chairman

              


              


              /s/
                Gregory Kerber

              Gregory
                Kerber

               

              /s/
                Kirk Feathers

              Kirk
                Feathers 

            


    

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

      

        SCHEDULE
          1.1(a)

        EQUIPMENT
          (LOCATED AT PUTNAM STREET)

        


        Monitors

        


        
          	
                  Type

                	
                  Quantity

                
	 	 
	
                  NEC
                    LCD 1700V

                	
                  3

                
	
                  IBM
                    9495 AG1

                	
                  2

                
	
                  NEC
                    LCD 1860 NX

                	
                  24

                
	
                  NEC
                    LCD 92V

                	
                  26

                
	
                  Sony
                    MFM-HT95

                	
                  1

                
	
                  Envision
                    EN 9110

                	
                  12

                
	
                  NEC
                    Accusync LCD 92V

                	
                  6

                
	
                  NEC
                    LCD 1830

                	
                  10

                
	
                  NEC
                    1850E

                	
                  7

                
	
                  NEC
                    LCD 1770 NX

                	
                  3

                
	
                  IBM
                    G96

                	
                  8

                
	
                  NEC
                    ASLCD 92V

                	
                  1

                
	
                  NEC
                    LCD 1855NX

                	
                  2

                
	
                  Gateway
                    VX 1110

                	
                  1

                
	
                  Gateway
                    FPD 1830

                	
                  1

                


        

        


        Desktops

        


        
          	
                  Type

                	
                  Quantity

                
	 	 
	
                  Gateway
                    E-6100

                	
                  22

                
	
                  Gateway
                    E-4000

                	
                  3

                
	
                  Gateway
                    E-6000

                	
                  1

                
	
                  Gateway
                    E-4600

                	
                  6

                
	
                  Gateway
                    E-6500

                	
                  8

                
	
                  Gateway
                    E-6300

                	
                  8

                
	
                  Gateway
                    E-4100

                	
                  5

                
	
                  IBM
                    8310-36U

                	
                  4

                
	
                  Gateway
                    E-3600

                	
                  1

                
	
                  Gateway
                    700L

                	
                  3

                
	
                  HP
                    DX5150 MT

                	
                  1

                
	
                  IBM
                    831561U

                	
                  1

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        Laptop

        


        
          	
                  Type

                	
                  Quantity

                
	 	 
	
                  Gateway
                    450X

                	
                  5

                
	
                  Gateway
                    M275

                	
                  5

                
	
                  Gateway
                    200X

                	
                  1

                
	
                  Gateway
                    M460

                	
                  15

                
	
                  Sony
                    VAIO TX 651

                	
                  1

                
	
                  Sony
                    pcg-Z1wamp1

                	
                  1

                
	
                  Sony
                    VGNTX 651 P/B

                	
                  2

                
	
                  Alienware
                    Area 51M 5500

                	
                  1

                
	
                  Fujitsu
                    St 4110

                	
                  1

                
	
                  OQO
                    01

                	
                  1

                
	
                  Gateway
                    M405

                	
                  1

                
	
                  Dell
                    Inspiron 5150

                	
                  1

                
	
                  HP
                    NC 8000 P735

                	
                  1

                
	
                  IBM
                    2897-GAU

                	
                  2

                
	
                  Gateway
                    450E

                	
                  4

                
	
                  HP
                    NX 9030

                	
                  1

                
	
                  HP
                    NC 8230

                	
                  1

                
	
                  Gateway
                    M350

                	
                  2

                
	
                  HP
                    NC 6000

                	
                  2

                
	
                  Gateway
                    450 ROG

                	
                  2

                
	
                  IBM
                    A31 2652-d5u

                	
                  3

                
	
                  Gateway
                    200e

                	
                  1

                
	
                  NEC
                    Accusync LCD 92V

                	
                  1

                
	
                  Gateway
                    M465

                	
                  1

                
	
                  IBM
                    R32 2658-BQU

                	
                  3

                
	
                  Gateway
                    8006527

                	
                  1

                
	
                  Gateway
                    450 SX

                	
                  1

                


        

        


        Printers

        


        
          	
                  Type

                	
                  Quantity

                
	 	 
	
                  HP
                    OfficeJet 5110

                	
                  1

                
	
                  HP
                    C4661A

                	
                  1

                
	
                  Cannon
                    S9000

                	
                  2

                
	
                  Cannon
                    IR 3220

                	
                  1

                
	
                  HP
                    K80xi

                	
                  1

                
	
                  HP
                    OfficeJet 6210

                	
                  1

                
	
                  HP
                    Fax 1240

                	
                  1

                
	
                  HP
                    LaserJet 2300L

                	
                  1

                
	
                  Cannon
                    W2200

                	
                  1

                
	
                  Cannon
                    i9100

                	
                  1

                
	
                  Primera
                    Bravo ii

                	
                  2

                
	
                  Oki
                    7330n

                	
                  1

                
	
                  Cannon
                    i9900

                	
                  1

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Blackberry

        


        
          	
                  Type

                	
                  Quantity

                
	 	 
	
                  Verizon
                    7750

                	
                  24

                
	
                  Verizon
                    7250

                	
                  7

                
	
                  Verizon
                    7130e

                	
                  1

                


        

        


        Servers

        


        
          	
                  Type

                	
                  Quantity

                
	 	 
	
                  IBM

                	
                  23

                
	
                  HP

                	
                  8

                
	
                  Gateway
                    

                	
                  1

                


        

        


        Switch

        


        
          	
                  Type

                	
                  Quantity

                
	 	 
	
                  Netgear

                	
                  2

                
	
                  Belkin

                	
                  2

                
	
                  Spirent

                	
                  1

                
	
                  Cisco

                	
                  20

                
	
                  F5

                	
                  2

                
	
                  Raritan

                	
                  1

                
	
                  ShoreTel

                	
                  4

                
	
                  Avocent

                	
                  3

                
	
                  3
                    Com

                	
                  7

                


        

        


        Furniture

        


        
          	
                  Type

                	
                  Quantity

                
	 	 
	
                  Desks

                	
                  18

                
	
                  Workstations

                	
                  40

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

          SCHEDULE
            1.3(a)(iii)

          

            
              	 	 	 	
                      TOTAL

                    	 	 	 	
                      Patent

                    	 	 
	 	
                      Computer
                        Patent Annuities Ltd

                    	 	
                      2,309.94

                    	 	 	 	
                      2,309.94

                    	 	
                      International
                        patent

                    
	 	
                      Gary
                        Shaffer

                    	 	
                      220,000.00

                    	 	 	 	
                      220,000.00

                    	 	
                      Patent
                        attorney. Rob worked a deal with him.

                    
	 	
                      Greenberg
                        Traurig

                    	 	
                      3,398.25

                    	 	 	 	
                      3,398.25

                    	 	
                      Legal
                        work in intl patents. Still working.

                    
	
                      TOTAL

                    	 	 	
                      225,708.19

                    	 	
                      225,708.19

                    	 	
                      225,708.19

                    	 	 


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

              

                SCHEDULE
                  3.5(a)

                


                CONFLICTS,
                  VIOLATIONS, ETC.

                


                


                NONE

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                  

                    SCHEDULE
                      3.6

                    


                    ENCUMBRANCES
                      ON ASSETS

                    


                    


                    The
                      leased equipment set forth in Schedule 1.3(a)(i) is encumbered.

                    


                    The
                      Adirondack Trust Company (see Schedule 1.3(a)(ii)) has filed
                      a UCC covering all
                      of the furniture, furnishings, fixture and equipment of Wurld.


                    


                    The
                      creditors who have judgments against Wurld have a lien on all
                      of its assets.
                      (See Schedule 3.17)

                    


                    At
                      or
                      following the closing ROO will pay or will make provision for
                      payment to the
                      lienholders such that the assets will be unencumbered.

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                      

                        SCHEDULE
                          3.9

                        


                        MATERIAL
                          ADVERSE MATTERS, ETC. SINCE 

                        SELLER
                          BALANCE SHEET DATE

                        


                        


                        NONE

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                          

                            SCHEDULE
                              3.10(a)

                            


                            TAX
                              MATTERS

                          

                          
                            
 

                            The
                              2006
                              corporate and state income tax returns have not been
                              filed and are on extension
                              until September 15, 2007.

                            


                            The
                              second quarter 2007 withholding tax returns have not
                              been filed and the third
                              quarter will be due on or before October 31, 2007.

                            


                            Loans
                              or
                              advances made to employees will be “grossed up” and the withholding taxes, both
                              employers and employees portions, will be paid pursuant
                              to the
                              Agreement.

                             

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                              

                                SCHEDULE
                                  3.10(b)

                                


                                COMPLIANCE
                                  WITH TAX LAW

                                 

                                


                                The
                                  Seller will “gross up” the advances previously made to employees and when
                                  the
                                  necessary funds are released to the Seller by the
                                  Purchaser, the Seller will
                                  file the appropriate returns and pay over the withholding
                                  tax, both the
                                  employers and employees portion.

                                 

                                
                                  
                                    
                                    

                                  

                                  
                                    
                                    

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                  

                                    SCHEDULE
                                      3.11

                                    


                                    REAL
                                      PROPERTY LEASE

                                    


                                    


                                    Seller
                                      is
                                      the Lessor of premises known as 63 Putnam Street,
                                      Suite #103, Saratoga Springs,
                                      New York.

                                     

                                    
                                      
                                        
                                        

                                      

                                      
                                        
                                        

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                      

                                        SCHEDULE
                                          3.12

                                        


                                        LEASES
                                          ON
                                          PERSONAL PROPERTY

                                         

                                        


                                        The
                                          personal property set forth in the Seller’s balance sheet is encumbered as
                                          follows:

                                        


                                        1.
                                          The
                                          equipment set forth on Schedule 1.3(a)(i)
                                          is encumbered by leases.

                                        


                                        2.
                                          The
                                          Adirondack Trust Company has a blanket
                                          lien on all of the assets of the
                                          Seller.

                                        


                                        3.
                                          The
                                          judgment creditors set forth in Schedule
                                          3.17 have a lien on all of the assets
                                          of the Seller.

                                         

                                        
                                          
                                            
                                            

                                          

                                          
                                            
                                            

                                            
                                              

                                            

                                          

                                          
                                            
                                            

                                          

                                          

                                            SCHEDULE
                                              3.14

                                             

                                            MATERIAL
                                              CONTRACTS

                                            


                                            


                                            None,
                                              other than as set forth in other schedules.

                                             

                                            
                                              
                                                
                                                

                                              

                                              
                                                
                                                

                                                
                                                  

                                                

                                              

                                              
                                                
                                                

                                              

                                              

                                                SCHEDULE
                                                  3.15(b)

                                                 

                                                NON-EXEMPT
                                                  BENEFIT PLANS

                                                


                                                


                                                NONE

                                                 

                                                
                                                  
                                                    
                                                    

                                                  

                                                  
                                                    
                                                    

                                                    
                                                      

                                                    

                                                  

                                                  
                                                    
                                                    

                                                  

                                                  

                                                    SCHEDULE
                                                      3.16(a)

                                                    


                                                    COLLECTIVE
                                                      BARGAINING AGREEMENTS

                                                    


                                                    


                                                    NONE

                                                     

                                                    
                                                      
                                                        
                                                        

                                                      

                                                      
                                                        
                                                        

                                                        
                                                          

                                                        

                                                      

                                                      
                                                        
                                                        

                                                      

                                                      

                                                        SCHEDULE
                                                          3.16(b)

                                                        


                                                        LABOR
                                                          ORGANIZATIONS

                                                        


                                                        


                                                        NONE

                                                         

                                                        
                                                          
                                                            
                                                            

                                                          

                                                          
                                                            
                                                            

                                                            
                                                              

                                                            

                                                          

                                                          
                                                            
                                                            

                                                          

                                                          

                                                            SCHEDULE
                                                              3.19

                                                            


                                                            ADVERSE
                                                              ENVIRONMENTAL MATTERS

                                                            


                                                            


                                                            NONE

                                                             

                                                            
                                                              
                                                                
                                                                

                                                              

                                                              
                                                                
                                                                

                                                                
                                                                  

                                                                

                                                              

                                                              
                                                                
                                                                

                                                              

                                                              

                                                                SCHEDULE
                                                                  3.23

                                                                NAMES
                                                                  & LOCATIONS OF SELLER’S BANKS

                                                                


                                                                	·  	
                                                                        Citizen
                                                                          Bank

                                                                      


                                                                84
                                                                  Congress Street

                                                                Saratoga
                                                                  Springs, NY 12866

                                                                 

                                                                POWERS
                                                                  OF ATTORNEY

                                                                 

                                                                
                                                                  	
                                                                        	·	
                                                                          None

                                                                        


                                                                

                                                                 

                                                                
                                                                  
                                                                    
                                                                    

                                                                  

                                                                  
                                                                    
                                                                    

                                                                    
                                                                      

                                                                    

                                                                  

                                                                  
                                                                    
                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        EXHIBIT
          A


        COMPENSATION
          ESCROW AGREEMENT

        


        THIS
          COMPENSATION ESCROW AGREEMENT (this “Agreement”)
          is
          made as of July 12, 2007, by and among ROO HD, Inc., a
          corporation organized and existing under the laws of the State
          of
          New York (the "Company");
          Wurld
          Media, Inc., a corporation organized and existing under the laws of Delaware
          ("Wurld
          Media.");
          and
          Carusone & Carusone, a sole proprietorship (the "Escrow
          Agent");

        


        WITNESSETH
          THAT:

        


        WHEREAS,
          the Company and Wurld Media have entered into an agreement (the "Purchase Agreement”);
          and

         

        WHEREAS,
          the parties have agreed to escrow the sum of Four Hundred Fifty Six Thousand
          Eighty Seven ($456,087) (the “Escrow Funds”) to be paid by the Company to Wurld
          Media pursuant to the terms of the Purchase Agreement; 

        


        NOW,
          THEREFORE, in consideration of the premises and the mutual covenants and
          agreements herein contained, and in consideration of the parties thereto
          entering into the Asset Purchase Agreement, the parties hereto covenant
          and
          agree as follows:

        


        
          	I.	
                  A.
                    Deposit
                    of Funds

                


        

        


        Concurrently
          with the execution and delivery of this Escrow Agreement, the Company shall
          deliver the Escrow Funds to the Escrow Agent. In addition, Wurld Media
          hereby
          agrees to execute such documents as the Escrow Agent may request to transfer
          the
          Escrowed Funds as may required pursuant to the terms of this Escrow Agreement.
          

        


        
          	II.	
                  Release
                    of Escrowed Funds

                


        

        


        A. Conditions
          specified in Purchase Agreement.
          The
          Purchase Agreement provides the Escrowed Funds are to be used by Wurld
          Media to
          settle outstanding amounts of up to forty (40%) percent of the gross wages
          plus
          such amount which shall constitute employer’s contribution (less statutory
          payroll deductions, less advances previously made to the employees) owed
          to the
          employees identified on Schedule 1.4(f) of the Purchase Agreement. The
          Escrow
          Funds are to be utilized solely for the purpose set forth in Section 1.4(f)
          of
          the Purchase Agreement and may not be released to Wurld Media until all
          claims
          by the employees listed on Schedule 1.4(f) have been fully settled and
          compromised and the employees have executed and delivered to the Seller,
          a
          release (the “Release”) in the form set forth on Exhibit
          A-1
          to this
          Escrow Agreement. A copy of said release shall be furnished to the Company
          simultaneously with the Seller’s receipt from each employee. 

         

        B. Release
          upon the Notice of Settlement.
          Upon
          receipt by the Escrow Agent of a Release and a Notice of Settlement in
          the form
          of which is attached hereto as Exhibit
          A-2
          (the
“Notice of Settlement”) signed by Wurld Media, the Escrow Agent shall, after
          waiting a period of seven full days, release funds to the employee with
          whom
          Wurld Media settled its compensation issues, provided that such amount
          does not
          exceed the maximum amount set forth for such employee in Schedule 1.4(f)
          of the
          Purchase Agreement less statutory payroll deductions, less advances previously
          made to the employee. At the same time the Escrow Agent will remit to GTM
          Tech
          Valley Payroll, 7 Halfmoon Drive, Clifton Park, NY 12065, the
          employer’s contribution plus statutory payroll deductions to be paid to
          applicable governmental authorities. Payment to the employee shall be made
          within five (5) days of the receipt of the Notice of Settlement. In the
          event
          that the amount of funds specified in the Notice of Settlement (plus the
          employer’s contribution) shall constitute all of the Escrowed Funds upon release
          of the specified amount of funds this Agreement shall be deemed terminated
          and
          this Escrow Agreement shall be released and discharged from all further
          obligations hereunder. Wurld Media agrees to continue to retain GTM Tech
          Valley
          Payroll perform the services contemplated hereunder until this Escrow Agreement
          is terminated. 

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

        


        
          	III.	
                  Termination
                    by the Parties

                


        

        


        If
          at any
          time the Escrow Agent shall receive a notice signed by or on behalf of
          the
          Company and Wurld Media. that this Agreement has been terminated and instructing
          the Escrow Agent with respect to the disposition of the Escrowed Funds,
          the
          Escrow Agent shall release the Escrowed Funds in accordance with the
          instructions contained in such notice, and upon such release this Escrow
          Agreement shall be deemed terminated, and the Escrow Agent shall be released
          and
          discharged from all further obligations hereunder.

        


        
          	IV.	
                  Nature
                    of Duties; No Conflict;
                    Liability

                


        

        


        It
          is
          understood and agreed that the duties of the Escrow Agent hereunder are
          purely
          ministerial in nature and do
          not
          represent a conflict of interest for the Escrow Agent to act, or continue
          to
          act, as counsel for any party to this Escrow Agreement with respect to
          any
          litigation or other matters arising out of this Escrow Agreement or otherwise.
          The
          Escrow Agent shall not be liable for any error of judgment, fact, or law,
          or any
          act done or omitted to be done, except for its own willful misconduct or
          gross
          negligence or that of its partners, employees, and agents. The Escrow Agent's
          determination as to whether an event or condition has occurred, or been
          met or
          satisfied, or as to whether a provision of this Escrow Agreement has been
          complied with, or as to whether sufficient evidence of the event or condition
          or
          compliance with the provision has been furnished to it, shall not subject
          the
          Escrow Agent to any claim, liability, or obligation whatsoever, even if
          it shall
          be found that such determination was improper and incorrect; provided that
          the
          Escrow Agent and its partners, employees, and agents shall not have been
          guilty
          of willful misconduct or gross negligence in making such determination.
          

        


        
          	V.	
                  Indemnification

                


        

        


        The
          Company and Wurld Media. jointly and severally agree to indemnify the Escrow
          Agent for, and to hold it harmless against, any loss, liability, or expense
          ("Cost")
          incurred without gross negligence or willful misconduct on the part of
          the
          Escrow Agent, arising out of or in connection with its entering into this
          Escrow
          Agreement and carrying out its duties hereunder, including costs and expenses
          of
          defending itself against any claim of liability in connection herewith
          or
          therewith. The right to indemnification set forth in the preceding sentence
          shall include the right to be paid by the Company and Wurld Media. in respect
          of
          Costs as they are incurred (including Costs incurred in connection with
          defending itself against any claim of liability in connection herewith).
          The
          Escrow Agent shall repay any amounts so paid if it shall ultimately be
          determined by a final order of a court of competent jurisdiction from which
          no
          appeal is or can be taken that the Escrow Agent is not entitled to such
          indemnification.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        


        
          	VI.	
                  Documents
                    and Instructions

                


        

        


        The
          Escrow Agent may act in reliance upon any notice, instruction, certificate,
          statement, request, consent, confirmation, agreement or other instrument
          which
          it believes to be genuine and to have been signed by a proper person or
          persons,
          and may assume that any of the officers of the Company purporting to act
          on
          behalf of the Company in giving any such notice or other instrument in
          connection with the provisions hereof has been duly authorized to do so.
          The
          Escrow Agent acts hereunder as a depository only and shall not be responsible
          or
          liable in any manner whatsoever for the genuineness, sufficiency, correctness,
          or validity of any agreement, document, certificate, instrument, or item
          deposited with it or any notice, consent, approval, direction, or instruction
          given to it, and the Escrow Agent shall be fully protected, under Sections
          IV
          and V above, for all acts taken in accordance with any written instruction
          or
          instrument given to it hereunder, and reasonably believed by the Escrow
          Agent to
          be genuine and what it purports to be. 

        


        
          	VII.	
                  Conflicting
                    Notices, Claims, Demands, or
                    Instructions

                


        

        


        If
          at any
          time the Escrow Agent shall receive conflicting notices, claims, demands,
          or
          instructions with respect to the Escrowed Funds, or if for any other reason
          it
          shall in good faith be unable to determine the party or parties entitled
          to
          receive the Escrowed Funds, or any part thereof, the Escrow Agent may refuse
          to
          make any distribution and may retain the Escrowed Funds in its possession
          until
          it shall have received instructions in writing concurred in by all parties
          in
          interest, or until directed by a final order or judgment of a court of
          competent
          jurisdiction from which no appeal is or can be taken, whereupon the Escrow
          Agent
          shall make such disposition in accordance with such instructions or such
          order.
          The Escrow Agent shall also be entitled to
          commence
          as interpleader action in any court of competent jurisdiction to seek an
          adjudication of the rights of the Company and Wurld Media. 

        


        
          	VIII.	
                  Advice
                    of Counsel

                


        

        


        The
          Escrow Agent may consult with, and obtain advice from, legal counsel in
          the
          event of any dispute or question as to the construction of any of the provisions
          hereof or its duties hereunder, and it shall incur no liability and shall
          be
          fully protected and indemnified under Section V above for all acts taken,
          in the
          absence of gross negligence or willful misconduct, in accordance with the
          advice
          and instructions of such counsel. In
          the
          event that the Escrow Agent retains counsel or otherwise incurs any legal
          fees
          by virtue of any provision of this Escrow Agreement, the reasonable fees
          and
          disbursements of such counsel and any other liability, loss or expense
          which the
          Escrow Agent may thereafter suffer or incur in connection with this Escrow
          Agreement or the performance or attempted performance in good faith of
          its
          duties hereunder shall be paid (or reimbursed to it) by the Company and
          Wurld
          Media. jointly and severally. In the event that the Escrow Agent shall
          become a
          party to any litigation in connection with its functions as Escrow Agent
          pursuant to this Escrow Agreement, whether such litigation shall be brought
          by
          or against it, the reasonable fees and disbursements of counsel to the
          Escrow
          Agent including the amounts attributable to services rendered by partners
          or
          associates of Escrow Agent at the then prevailing hourly rate charged by
          them
          and disbursements incurred by them, together with any other liability,
          loss or
          expense which it may suffer or incur in connection therewith, shall be
          paid (or
          reimbursed to it) by the Company and Wurld Media., jointly and severally,
          unless
          such loss, liability or expense is due to the willful breach by the Escrow
          Agent
          of its duties hereunder.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	IX.	
                  Compensation
                    and Expenses

                


        

        


        The
          Escrow Agent agrees to serve without compensation for its services. All
          expenses
          of the Escrow Agent incurred in the performance of its duties hereunder
          shall be
          paid by the Company.

        


        
          	X.	
                  Resignation
                    of Escrow Agent

                


        

        


        The
          Escrow Agent may resign at any time upon giving the other parties hereto
          thirty
          (30) days' notice to that effect. In that event the successor Escrow Agent
          shall
          be such person, firm, or corporation as the Company and Wurld Media. shall
          mutually select. It is understood and agreed that the Escrow Agent's resignation
          shall not be effective until a successor Escrow Agent agrees to act hereunder;
          provided,
          however,
          that in
          the event no successor Escrow Agent is appointed and acting hereunder within
          thirty (30) days of such notice, the Escrow Agent may deliver the Escrowed
          Funds
          to a court of competent jurisdiction; and provided,
          further,
          that the
          Escrow Agent may appoint a successor escrow agent hereunder at any time
          so long
          as such successor shall accept and agree to be bound by the terms of this
          Escrow
          Agreement (except that any such successor escrow agent shall be entitled
          to
          customary fees which shall be payable by the Company) and shall be a bank
          or
          trust company insured by the Federal Deposit Insurance Corporation.

        


        
          	XI.	
                  Escrow
                    Agent as Counsel to the Company

                


        

        


        Wurld
          Media. hereby acknowledges that the Escrow Agent is counsel to the Company
          and
          agrees that it will not seek to disqualify the Escrow Agent from acting
          and
          continuing to act as counsel to the Company in the event of a dispute hereunder
          or in the course of the defense or prosecution of any claim relating to
          the
          transactions contemplated hereby or by the Purchase Agreement.

        


        
          	XII.	
                  Notices

                


        

        


        All
          notices, consents, approvals, directions, and instructions required or
          permitted
          under this Escrow Agreement shall be effective when received and shall
          be given
          in writing and delivered either by hand or by registered or certified mail,
          postage prepaid, or by telecopier, and addressed as follows:

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        If
          to the
          Company

         

        ROO
          HD,
          Inc.

        228
          East
          45th
          Street,
          8th
          Floor

        New
          York,
          NY 10017

        Attn:
          Robert Petty, CEO 

        Phone:
          (646) 278-6050

        Fax:
          (212) 661-4221

        


        With
          copies to:

        


        ROO
          HD,
          Inc.

        228
          East
          45th
          Street,
          8th
          Floor

        New
          York,
          NY 10017

        Attn:
          Michael Bracken, General Counsel 

        Phone:
          (646) 429-1297

        Fax:
          (212) 661-4221

        


        And

        


        Sichenzia
          Ross Friedman Ference LLP

        1065
          Avenue of the Americas

        New
          York,
          New York 10018

        Attn:
          Richard A. Friedman, Esq. 

        Phone:
          212-930-9700

        Fax:
          212-930-9725

         

        If
          to
          Wurld Media:

        


        Wurld
          Media Inc.

        63
          Putnam
          Street, Suite#103

        Saratoga
          Springs, NY 12866

        Attn:
          Gregory G. Kerber

        Phone:
          (518) 682-3100

        Fax:
          (518) 682-3141

        


        With
          a
          copy to:

        


        Carusone
          & Carusone

        491
          Broadway 

        Saratoga
          Springs, NY 12866

        Attn:
          John J. Carusone, Jr. 

        Phone:
          (518) 584-3240

        Fax:
          (518) 584-7451

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        


        or
          to
          such other persons or addresses as any party may have furnished in writing
          to
          the other parties. Copies of all communications hereunder shall be sent
          to the
          Escrow Agent.

        


        
          	XIII.	
                  Entire
                    Agreement, Etc.

                


        

        


        This
          Escrow Agreement contains the entire agreement among the parties with respect
          to
          the subject matter hereof. This Escrow Agreement may not be amended,
          supplemented, or discharged, and no provision hereof may be modified or
          waived,
          except by an instrument in writing signed by all of the parties hereto.
          No
          waiver of any provision hereof by any party shall be deemed a continuing
          waiver
          of any matter by such party. If a conflict between the terms and provisions
          hereof and of the Purchase Agreement occurs, the terms and provisions hereof
          shall govern the rights, obligations, and liabilities of the Escrow
          Agent.

        


        
          	XIV.	
                  Successors
                    and Assigns

                


        

        


        This
          Escrow Agreement shall be binding upon and shall inure to the benefit of
          each of
          the parties hereto, and their respective heirs, successors, assigns,
          distributees, and legal representatives.

        


        
          	XV.	
                  Counterparts

                


        

        


        This
          Escrow Agreement may be executed in several counterparts, each of which
          shall be
          deemed original, but such counterparts together shall constitute one and
          the
          same instrument.

        


        
          	XVI.	
                  Governing
                    Law

                


        

        


        This
          Escrow Agreement shall be governed by and construed and enforced in accordance
          with the law (other than the law governing conflict of law questions) of
          the
          State of New York. Any action to enforce, arising out of, or relating in
          any way
          to any of the provisions of this Escrow Agreement may be brought and prosecuted
          in such court or courts located within New York County, New York as is
          provided
          by law; and the parties hereto consent to the jurisdiction of the court
          or
          courts located within New York, New York and to service of process by registered
          or certified mail, return receipt requested, or by any other manner provided
          by
          law.

        


        
          	XVII.	
                  Additional
                    Documents and Act

                


        

        


        The
          Company
          and Wurld Media. shall, from time to time, execute such documents and perform
          such acts as Escrow Agent may reasonably request and as may be necessary
          to
          enable Escrow Agent to perform its duties hereunder or effectuate the
          transactions contemplated by this Escrow Agreement.

        


        


        [Signature
          page follows.]

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties hereto have executed or caused this Agreement
          to be
          duly executed as a sealed instrument as of the day and year first above
          written.

         

        
          	 	
                  ROO,
                    HD, Inc. 

                  


                  By:
                    /s/
                    Robin Smyth

                  Name:
                    Robin Smyth 

                  Title:
                    Executive Director

                  


                  


                  Wurld
                    Media, Inc.

                  


                  By:
                    /s/
                    Gregory Kerber

                  Name:
                    Gregory Kerber

                  Title:
                    CEO & Chairman

                  


                  


                  Carusone
                    and Carusone

                  


                  /s/
                    John Carusone

                  John
                    J. Carusone, Jr. 

                


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-1

        Form
          of General Release

        


        GENERAL
          RELEASE

        


        EMPLOYEE,
          his/her
          heirs,
          executors, administrators, successors, and assigns (collectively referred
          to
          throughout this Release as "Employee"), agree that:

        


        Dispute. 
A
          dispute has arisen between the Wurld Media, Inc. (the “Company”) and the
          Employee concerning the payment of past wages owed to the Employee and
          the
          parties hereto wish to resolve this dispute.

        


        Consideration. 
          In consideration for Employee’s signing this General Release (“Release”) and
          complying with the promises made by Employee herein, Employee will be paid,
          seven (7) days after Employee delivers a fully-executed original of this
          Release
          to the Escrow Agent, the total consideration sum of $______________
          less
          lawful withholdings and deductions.

        


        General
          Release of Claims. 
          Employee knowingly and voluntarily releases and forever discharges WURLD
          MEDIA,
          INC., its affiliates, parent companies, subsidiaries, divisions, successors
          and
          assigns, and their current and former employees, attorneys, officers, directors,
          insurers, plan fiduciaries and agents (collectively referred to throughout
          this
          Release as "Employer"), of and from any and all claims, known and unknown,
          asserted or unasserted, which Employee has or may have against Employer
          as of
          the date of the complete execution of this Release for unpaid wages or
          otherwise, including, but not limited to, any alleged violation of:

        


        
          	 	
                  ·

                	
                  Title
                    VII of the Civil Rights Act of 1964, as
                    amended;

                


        

        


        
          	 	
                  ·

                	
                  The
                    Civil Rights Act of 1991;

                


        

        


        
          	 	
                  ·

                	
                  Sections
                    1981 through 1988 of Title 42 of the United States Code, as
                    amended;

                


        

        


        
          	 	
                  ·

                	
                  The
                    Employee Retirement Income Security Act of 1974, as
                    amended;

                


        

        


        
          	 	
                  ·

                	
                  The
                    Immigration Reform and Control Act, as
                    amended;

                


        

        


        
          	 	
                  ·

                	
                  The
                    Americans with Disabilities Act of 1990, as
                    amended;

                


        

        


        
          	 	
                  ·

                	
                  The
                    Age Discrimination in Employment Act of 1967, as
                    amended;

                


        

        


        
          	 	
                  ·

                	
                  The
                    Worker Adjustment and Retraining Notification Act, as
                    amended;

                


        

        


        
          	 	
                  ·

                	
                  The
                    New York Human Rights Law, as
                    amended;

                


        

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  ·

                	
                  Any
                    other federal, state, local or other civil or human rights law,
                    or any
                    other local, state, federal or other law, regulation or ordinance;
                    

                


        

        


        
          	 	
                  ·

                	
                  Any
                    public policy, contract, tort, or common law;
                    or

                


        

        


        
          	 	
                  ·

                	
                  Any
                    statutory, common law or other basis for recovering all costs,
                    fees or
                    other expenses, including but not limited to attorneys' fees
                    and
                    costs.

                


        

        


        Affirmations. 
          Employee affirms that he or she has not filed, caused to be filed, or presently
          is a party to any claim, complaint, or action against Employer in any forum
          or
          form (or, if he/she has filed an Action, he/she has withdrawn or will withdraw
          from such Action). Employee further affirms, upon receipt of the payments
          hereunder, that he or she has been paid and/or has received all compensation,
          wages, bonuses, commissions and/or benefits to which he or she may be entitled
          and that no other compensation, wages, bonuses, commissions and/or benefits
          are
          due to him or her, except as provided in this Release.  Employee
          furthermore affirms that he or she has no known workplace injuries or
          occupational diseases, and that he or she has been provided and/or has
          not been
          denied any leave under any federal, state or local family/medical or disability
          leave law.  

        


        Confidentiality. 
          Employee agrees not to disclose any allegations of wrongdoing against Employer
          or any information regarding the existence or substance of this Release,
          except
          to his or her immediate family, tax advisor, and an attorney with whom
          Employee
          chooses to consult regarding his or her consideration of this Release. 
Nothing herein is intended to or shall preclude Employee from communicating
          with
          any federal, state, or local government agency.   

        


        Governing
          Law and Interpretation. 
          This Release shall be governed and conformed in accordance with the laws
          of the
          State of New York without regard to the State’s conflict of laws
          provisions.  If Employee breaches any provision of this Release, Employee
          affirms that either Employer or Employee may institute an action to specifically
          enforce any term or terms of this Release.  However, Employee consents that
          any action relating to her employment with the Company or this Release
          will only
          be brought in a court located in the County of New York and that any such
          action
          will be heard without a jury, including but not limited to an advisory
          jury.  Employee expressly waives the right to bring any such action in any
          other jurisdiction, or to have any such action heard before a jury or advisory
          jury.

        


        Severability. 
          Should
          any provision of this Release be declared illegal or unenforceable by any
          court
          of competent jurisdiction and cannot be modified to be enforceable, such
          provision shall immediately become null and void, leaving the remainder
          of this
          Release in full force and effect.    

        


        Nonadmission
          of Wrongdoing. 
          Employee acknowledges that the furnishing of the consideration for this
          Release
          shall not be deemed or construed at any time for any purpose as an admission
          by
          Employer of any liability or unlawful conduct of any kind.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        


        Amendment. 
          This Release may not be modified, altered or changed except upon express
          written
          consent of Employer and Employee wherein specific reference is made to
          this
          Release.

        


        Entire
          Release. 
          This Release sets forth the entire understanding of Employee and fully
          supersedes any prior agreements or understandings between Employer and
          Employee,
          except for any restrictive covenant, confidentiality and/or arbitration
          agreements that Employee previously entered into with Employer, which shall
          remain in full force and effect.  Employee acknowledges that he or she has
          not relied on any representations, promises, or agreements of any kind
          made to
          him or her in connection with his or her decision to sign this Release,
          except
          for those set forth in this Release.

        


        EMPLOYEE
          HAS BEEN ADVISED THAT EMPLOYEE HAS AT LEAST TWENTY-ONE (21) CALENDAR DAYS
          TO
          CONSIDER THIS RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN
          ATTORNEY OF HIS OR HER CHOOSING PRIOR TO EXECUTING THIS RELEASE. EMPLOYEE
          AGREES
          THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS RELEASE, DO
          NOT
          RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY
          CONSIDERATION PERIOD.  

        


        HAVING
          ELECTED TO EXECUTE THIS RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN
          THAT
          PERTAIN TO EMPLOYEE, AND TO RECEIVE THEREBY THE CONSIDERATION SET FORTH
          IN
          PARAGRAPH "2" ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION,
          ENTERS INTO THIS RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS
          HE OR
          SHE HAS OR MIGHT HAVE AGAINST EMPLOYER.

        


        IN
          WITNESS WHEREOF, Employee knowingly and voluntarily executed this Release
          as of
          the date set forth below:

        


        


                                       
          Date:                    

        Employee

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A-2

        Notice
          of Settlement

        


        [Company’s
          Letterhead]

         

        __________________________

        __________________________

        __________________________

        


        Gentlemen:
          

        


        You
          are
          hereby instructed to release from escrow the amount of _________________________
          Dollars ($______________________) (the “Funds”). The recipient, who is an
          employee/former employee of Wurld Media is entitled to receive the funds
          in
          connection with his/her full and final settlement of all claims relating
          to
          accrued and/or unpaid compensation from Wurld Media and has executed a
          delivered
          a Release, a copy of which is provided herewith.: 

        


         

        Name
          of
          Recipient of Funds: 

        


        Amount
          of
          Funds to be Paid: 

        


        Dated:

         

        
          	 	
                  Name
                    of Company

                  


                  By:
                    _______________________

                  Name:
                    _____________________

                  Title:
                    ______________________ 

                


        

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B


        ESCROW
          AGREEMENT

        


        THIS
          ESCROW AGREEMENT (this “Agreement”)
          is
          made as of July 17, 2007, by and among ROO HD, Inc., a corporation organized
          and
          existing under the laws of the State of New York (the "Company");
          Wurld
          Media, Inc., a corporation organized and existing under the laws of Delaware
          ("Wurld
          Media.");
          and
          Sichenzia Ross Friedman Ference LLP, a limited liability partnership organized
          and existing under the laws of the State of New York (the "Escrow
          Agent");

        


        WITNESSETH
          THAT:

        


        WHEREAS,
          the Company and Wurld Media have entered into an agreement (the "Purchase Agreement"),
          which, among other matters, provides for the issuance of 600,000 shares
          of
          common stock of ROO Group, Inc. (“ROO Group”) to Wurld Media; and

         

        WHEREAS,
          the parties have agreed to escrow the 600,000 shares of the common stock
          of ROO
          Group to be issued to Wurld Media pursuant to the terms of the Purchase
          Agreement (the “Common
          Stock”);
          

        


        NOW,
          THEREFORE, in consideration of the premises and the mutual covenants and
          agreements herein contained, and in consideration of the parties thereto
          entering into the Asset Purchase Agreement, the parties hereto covenant
          and
          agree as follows:

        


        
          	I.	
                  A.
                    Deposit
                    of Stock

                


        

        


        Concurrently
          with the execution and delivery of this Escrow Agreement, the Company shall
          deliver the Common Stock to the Escrow Agent (“Escrowed
          Stock”),
          together with (i) stock power separate from the certificate (“Stock Power”) in a
          form attached hereto, as Exhibit A, executed in blank and medallion guaranteed;
          and (ii) such corporate resolution authorizing an officer of Wurld Media
          to take
          such actions as may be necessary to transfer the Escrowed Stock. In addition,
          Wurld Media hereby agrees to execute such documents as the Escrow Agent
          may
          request to transfer the Escrowed Stock as may be required pursuant to the
          terms
          of this Escrow Agreement. 

        


        B. Valuation
          of Stock

        


        The
          parties hereto agree that the value to be ascribed to each share of the
          Escrowed
          Stock shall be $1.69
          which is
          the closing price of the common stock of ROO Group as quoted on the OTCBB
          on the
          Closing Date. 

        


        
          	II.	
                  Release
                    of Escrowed Stock

                


        

        


        A. Conditions
          specified in Purchase Agreement.
          The
          Purchase Agreement provides the Company shall have the right to set-off
          against
          the Escrowed Stock: (A) such amounts incurred by the Company, including,
          but not
          limited to, legal fees and any other costs to satisfy and/or defend any
          and all
          claims that may arise in connection with the Assets acquired by the Company
          under the Purchase Agreement or otherwise in connection with the Purchase
          Agreement; and (B) any amounts in excess of 105% of the dollar amount listed
          on
          Schedule 1.3(a)(i) attached to the Purchase Agreement for any individual
          Assumed
          Liability, as defined in the Purchase Agreement, that the Company may be
          required to pay to discharge any one or more of the Assumed Liabilities.
          

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

        


        A. Release
          upon the Notice of Claim.
          Upon
          receipt by the Escrow Agent of a Notice of Claim in the form of which is
          attached hereto as Exhibit A (the “Notice of Claim”) signed by the Purchaser,
          the Escrow Agent shall return to the Purchaser the specified number of
          shares of
          the Escrowed Stock specified in the Notice of Claim within five (5) days
          of the
          receipt of the Notice of Claim. In the event that the number of shares
          specified
          in the Notice of Claim shall constitute all of the Escrowed Stock upon
          release
          of the specified number of shares this Agreement shall be deemed terminated
          and
          this Escrow Agreement shall be released and discharged from all further
          obligations hereunder. 

        


        C. Release
          upon Expiration of Term.
          Upon
          expiration of a period of one (1) year from the date hereof, the Escrow
          Agent
          shall release to Wurld Media such number of shares of the Escrowed Stock
          which
          it is holding pursuant to this Agreement and this Escrow Agreement shall
          be
          deemed terminated and this Escrow Agreement shall be released and discharged
          from all further obligations hereunder. 

        


        
          	III.	
                  Termination
                    by the Parties

                


        

        


        If
          at any
          time the Escrow Agent shall receive a notice signed by or on behalf of
          the
          Company and Wurld Media. that this Agreement has been terminated and instructing
          the Escrow Agent with respect to the disposition of the Escrowed Stock,
          the
          Escrow Agent shall release the Escrowed Stock in accordance with the
          instructions contained in such notice, and upon such release this Escrow
          Agreement shall be deemed terminated, and the Escrow Agent shall be released
          and
          discharged from all further obligations hereunder.

        


        
          	IV.	
                  Nature
                    of Duties; No Conflict;
                    Liability

                


        

        


        It
          is
          understood and agreed that the duties of the Escrow Agent hereunder are
          purely
          ministerial in nature and do
          not
          represent a conflict of interest for the Escrow Agent to act, or continue
          to
          act, as counsel for any party to this Escrow Agreement with respect to
          any
          litigation or other matters arising out of this Escrow Agreement or otherwise.
          The
          Escrow Agent shall not be liable for any error of judgment, fact, or law,
          or any
          act done or omitted to be done, except for its own willful misconduct or
          gross
          negligence or that of its partners, employees, and agents. The Escrow Agent's
          determination as to whether an event or condition has occurred, or been
          met or
          satisfied, or as to whether a provision of this Escrow Agreement has been
          complied with, or as to whether sufficient evidence of the event or condition
          or
          compliance with the provision has been furnished to it, shall not subject
          the
          Escrow Agent to any claim, liability, or obligation whatsoever, even if
          it shall
          be found that such determination was improper and incorrect; provided that
          the
          Escrow Agent and its partners, employees, and agents shall not have been
          guilty
          of willful misconduct or gross negligence in making such determination.
          

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        


        
          	V.	
                  Indemnification

                


        

        


        The
          Company and Wurld Media. jointly and severally agree to indemnify the Escrow
          Agent for, and to hold it harmless against, any loss, liability, or expense
          ("Cost")
          incurred without gross negligence or willful misconduct on the part of
          the
          Escrow Agent, arising out of or in connection with its entering into this
          Escrow
          Agreement and carrying out its duties hereunder, including costs and expenses
          of
          defending itself against any claim of liability in connection herewith
          or
          therewith. The right to indemnification set forth in the preceding sentence
          shall include the right to be paid by the Company and Wurld Media. in respect
          of
          Costs as they are incurred (including Costs incurred in connection with
          defending itself against any claim of liability in connection herewith).
          The
          Escrow Agent shall repay any amounts so paid if it shall ultimately be
          determined by a final order of a court of competent jurisdiction from which
          no
          appeal is or can be taken that the Escrow Agent is not entitled to such
          indemnification.

        


        
          	VI.	
                  Documents
                    and Instructions

                


        

        


        The
          Escrow Agent may act in reliance upon any notice, instruction, certificate,
          statement, request, consent, confirmation, agreement or other instrument
          which
          it believes to be genuine and to have been signed by a proper person or
          persons,
          and may assume that any of the officers of the Company purporting to act
          on
          behalf of the Company in giving any such notice or other instrument in
          connection with the provisions hereof has been duly authorized to do so.
          The
          Escrow Agent acts hereunder as a depository only and shall not be responsible
          or
          liable in any manner whatsoever for the genuineness, sufficiency, correctness,
          or validity of any agreement, document, certificate, instrument, or item
          deposited with it or any notice, consent, approval, direction, or instruction
          given to it, and the Escrow Agent shall be fully protected, under Sections
          IV
          and V above, for all acts taken in accordance with any written instruction
          or
          instrument given to it hereunder, and reasonably believed by the Escrow
          Agent to
          be genuine and what it purports to be. 

        


        
          	VII.	
                  Conflicting
                    Notices, Claims, Demands, or
                    Instructions

                


        

        


        If
          at any
          time the Escrow Agent shall receive conflicting notices, claims, demands,
          or
          instructions with respect to the Escrowed Stock, or if for any other reason
          it
          shall in good faith be unable to determine the party or parties entitled
          to
          receive the Escrowed Stock, or any part thereof, the Escrow Agent may refuse
          to
          make any distribution and may retain the Escrowed Stock in its possession
          until
          it shall have received instructions in writing concurred in by all parties
          in
          interest, or until directed by a final order or judgment of a court of
          competent
          jurisdiction from which no appeal is or can be taken, whereupon the Escrow
          Agent
          shall make such disposition in accordance with such instructions or such
          order.
          The Escrow Agent shall also be entitled to
          commence
          as interpleader action in any court of competent jurisdiction to seek an
          adjudication of the rights of the Company and Wurld Media. 

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        


        
          	VIII.	
                  Advice
                    of Counsel

                


        

        


        The
          Escrow Agent may consult with, and obtain advice from, legal counsel in
          the
          event of any dispute or question as to the construction of any of the provisions
          hereof or its duties hereunder, and it shall incur no liability and shall
          be
          fully protected and indemnified under Section V above for all acts taken,
          in the
          absence of gross negligence or willful misconduct, in accordance with the
          advice
          and instructions of such counsel. In
          the
          event that the Escrow Agent retains counsel or otherwise incurs any legal
          fees
          by virtue of any provision of this Escrow Agreement, the reasonable fees
          and
          disbursements of such counsel and any other liability, loss or expense
          which the
          Escrow Agent may thereafter suffer or incur in connection with this Escrow
          Agreement or the performance or attempted performance in good faith of
          its
          duties hereunder shall be paid (or reimbursed to it) by the Company and
          Wurld
          Media. jointly and severally. In the event that the Escrow Agent shall
          become a
          party to any litigation in connection with its functions as Escrow Agent
          pursuant to this Escrow Agreement, whether such litigation shall be brought
          by
          or against it, the reasonable fees and disbursements of counsel to the
          Escrow
          Agent including the amounts attributable to services rendered by partners
          or
          associates of Escrow Agent at the then prevailing hourly rate charged by
          them
          and disbursements incurred by them, together with any other liability,
          loss or
          expense which it may suffer or incur in connection therewith, shall be
          paid (or
          reimbursed to it) by the Company and Wurld Media., jointly and severally,
          unless
          such loss, liability or expense is due to the willful breach by the Escrow
          Agent
          of its duties hereunder.

         

        
          	IX.	
                  Compensation
                    and Expenses

                


        

        


        The
          Escrow Agent agrees to serve without compensation for its services. All
          expenses
          of the Escrow Agent incurred in the performance of its duties hereunder
          shall be
          paid by the Company.

        


        
          	X.	
                  Resignation
                    of Escrow Agent

                


        

        


        The
          Escrow Agent may resign at any time upon giving the other parties hereto
          thirty
          (30) days' notice to that effect. In that event the successor Escrow Agent
          shall
          be such person, firm, or corporation as the Company and Wurld Media. shall
          mutually select. It is understood and agreed that the Escrow Agent's resignation
          shall not be effective until a successor Escrow Agent agrees to act hereunder;
          provided,
          however,
          that in
          the event no successor Escrow Agent is appointed and acting hereunder within
          thirty (30) days of such notice, the Escrow Agent may deliver the Escrowed
          Stock
          to a court of competent jurisdiction; and provided,
          further,
          that the
          Escrow Agent may appoint a successor escrow agent hereunder at any time
          so long
          as such successor shall accept and agree to be bound by the terms of this
          Escrow
          Agreement (except that any such successor escrow agent shall be entitled
          to
          customary fees which shall be payable by the Company) and shall be a bank
          or
          trust company insured by the Federal Deposit Insurance Corporation.

        


        
          	XI.	
                  Escrow
                    Agent as Counsel to the Company

                


        

        


        Wurld
          Media. hereby acknowledges that the Escrow Agent is counsel to the Company
          and
          agrees that it will not seek to disqualify the Escrow Agent from acting
          and
          continuing to act as counsel to the Company in the event of a dispute hereunder
          or in the course of the defense or prosecution of any claim relating to
          the
          transactions contemplated hereby or by the Purchase Agreement.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        


        
          	XII.	
                  Notices

                


        

        


        All
          notices, consents, approvals, directions, and instructions required or
          permitted
          under this Escrow Agreement shall be effective when received and shall
          be given
          in writing and delivered either by hand or by registered or certified mail,
          postage prepaid, or by telecopier, and addressed as follows:

         

        If
          to the
          Company:

        


        ROO
          HD,
          Inc.

        228
          East
          45th
          Street,
          8th
          Floor

        New
          York,
          NY 10017

        Attn:
          Robert Petty, CEO 

        Phone:
          (646) 352-0260

        Fax:
          (646) 619-4074

        


        With
          copies to:

        


        ROO
          HD,
          Inc.

        228
          East
          45th
          Street,
          8th
          Floor

        New
          York,
          NY 10017

        Attn:
          Michael Bracken, General Counsel 

        Phone:
          (646) 429-1297

        Fax:
          (212) 661-4221

        


        and

        


        Sichenzia
          Ross Friedman Ference LLP

        1065
          Avenue of the Americas

        New
          York,
          New York 10018

        Attn:
          Richard A. Friedman, Esq. 

        Phone:
          212-930-9700

        Fax:
          212-930-9725

         

        If
          to
          Wurld Media:

        


        Wurld
          Media, Inc. 

        63
          Putnam
          Street, Suite#103

        Saratoga
          Springs, NY 12866

        Attn:
          Gregory G. Kerber

        Phone:
          (518) 682-3100

        Fax:
          (518) 682-3141

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        


        With
          a
          copy to:

        


        Carusone
          & Carusone

        491
          Broadway 

        Saratoga
          Springs, NY 12866

        Attn:
          John J. Carusone, Jr. 

        Phone:
          (518) 584-3240

        Fax:
          (518) 584-7451

        


        or
          to
          such other persons or addresses as any party may have furnished in writing
          to
          the other parties. Copies of all communications hereunder shall be sent
          to the
          Escrow Agent.

        


        
          	XIII.	
                  Entire
                    Agreement, Etc.

                


        

        


        This
          Escrow Agreement contains the entire agreement among the parties with respect
          to
          the subject matter hereof. This Escrow Agreement may not be amended,
          supplemented, or discharged, and no provision hereof may be modified or
          waived,
          except by an instrument in writing signed by all of the parties hereto.
          No
          waiver of any provision hereof by any party shall be deemed a continuing
          waiver
          of any matter by such party. If a conflict between the terms and provisions
          hereof and of the Purchase Agreement occurs, the terms and provisions hereof
          shall govern the rights, obligations, and liabilities of the Escrow
          Agent.

        


        
          	XIV.	
                  Successors
                    and Assigns

                


        

        


        This
          Escrow Agreement shall be binding upon and shall inure to the benefit of
          each of
          the parties hereto, and their respective heirs, successors, assigns,
          distributees, and legal representatives.

        


        
          	XV.	
                  Counterparts

                


        

        


        This
          Escrow Agreement may be executed in several counterparts, each of which
          shall be
          deemed original, but such counterparts together shall constitute one and
          the
          same instrument.

        


        
          	XVI.	
                  Governing
                    Law

                


        

        


        This
          Escrow Agreement shall be governed by and construed and enforced in accordance
          with the law (other than the law governing conflict of law questions) of
          the
          State of New York. Any action to enforce, arising out of, or relating in
          any way
          to any of the provisions of this Escrow Agreement may be brought and prosecuted
          in such court or courts located within New York County, New York as is
          provided
          by law; and the parties hereto consent to the jurisdiction of the court
          or
          courts located within New York, New York and to service of process by registered
          or certified mail, return receipt requested, or by any other manner provided
          by
          law.

         

        
          	XVII.	
                  Additional
                    Documents and Act

                


        

        


        The
          Company
          and Wurld Media. shall, from time to time, execute such documents and perform
          such acts as Escrow Agent may reasonably request and as may be necessary
          to
          enable Escrow Agent to perform its duties hereunder or effectuate the
          transactions contemplated by this Escrow Agreement.

        


        [Signature
          page follows.]

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties hereto have executed or caused this Agreement
          to be
          duly executed as a sealed instrument as of the day and year first above
          written.

         

        
          	 	
                  ROO,
                    HD, Inc. 

                  


                  By:
                    /s/
                    Robin Smyth

                  Name:
                    Robin Smyth 

                  Title:
                    Executive Director

                  


                  


                  Wurld
                    Media, Inc.

                  


                  By:
                    /s/
                    Gregory Kerber

                  Name:
                    Gregory Kerber

                  Title:
                    CEO & Chairman

                  


                  


                  Sichenzia
                    Ross Friedman Ference LLP

                  


                  By:
                    /s/
                    Gregory Sichenzia 

                  Name:
                    Gregory Sichenzia, Esq.

                  Title:
                    Partner 

                


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B


        SUBORDINATION
          AGREEMENT

        


        1. For
          good
          and valuable consideration, the receipt and sufficiency of which is hereby
          acknowledged, the undersigned (“Creditor”) hereby agrees to subordinate any
          claims, security interest or lien (the “Subordinated Debt”) that it has in or
          against any property of Wurld Media, Inc. (“Wurld Media”) to the claims of all
          other creditors (the “Wurld Creditor(s)”) of Wurld Media (the “Senior
          Debt”).

        


        2. Creditor
          agrees that all Subordinated Debt payments are subordinated to all obligations
          of Wurld Media to the Wurld Creditors existing now or later, together with
          collection costs thereof (including attorneys’ fees), including, interest
          accruing after any bankruptcy, reorganization or similar proceeding.


        


        3. Until
          each Wurld Creditor is indefeasibly paid, the undersigned will not:


        


        
          	 	
                  (a)

                	
                  demand
                    or receive from Wurld Media (and Wurld Media will not pay) any
                    part of the
                    Subordinated Debt, by payment, prepayment, or otherwise.
                    

                


        

        


        
          	 	
                  (b)

                	
                  exercise
                    any remedy against any collateral of Wurld Media,
                    or

                


        

        


        
          	 	
                  (c)

                	
                  accelerate
                    any Subordinated Debt, or begin to or participate in any action
                    against
                    Wurld Media, until all debts to the Wurld Creditors have been
                    indefeasibly
                    paid.

                


        

        


        4. These
          provisions remain in full force and effect, despite Wurld Media’s insolvency,
          reorganization or any case or proceeding under any bankruptcy or insolvency
          law,
          and each Wurld Creditor will be fully paid before any payment is made to
          Creditor.

        


        5. Until
          the
          Senior Debt is indefeasibly paid, Creditor will immediately put a legend
          on any
          Subordinated Debt instruments that the instruments are subject to this
          Agreement. Until the Senior Debt is indefeasibly paid, no amendment of
          the
          Subordinated Debt documents will modify this Agreement in any way that
          terminates or impairs the subordination of the Subordinated Debt. For example,
          instruments may not be amended to: (i) increase the interest rate of the
          Subordinated Debt, or (ii) accelerate payment of principal or interest
          or any
          other portion of the Subordinated Debt.

        


        6. This
          Agreement binds Creditor and his successors and assigns and benefits Wurld
          Creditors and their successors and assigns. 

        


        7. This
          Agreement shall be governed by New York law without giving effect to conflicts
          of laws principles. Creditor submits to the exclusive jurisdiction of the
          County, City and State of New York. CREDITOR WAIVES ITS RIGHT TO A JURY
          TRIAL OF
          ANY CLAIM OR CAUSE OF ACTION FROM THIS AGREEMENT.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        8. Creditor
          acknowledges and agrees that the breach of this Agreement would cause
          irreparable damage to the Wurld Creditors and the Wurld Creditors will
          not have
          an adequate remedy at law. Therefore, the obligations of Creditor under
          this
          Agreement shall be enforceable by a decree of specific performance issued
          by any
          court of competent jurisdiction, and appropriate injunctive relief may
          be
          applied for and granted in connection therewith. Such remedies shall, however,
          be cumulative and not exclusive and shall be in addition to any other remedies
          which any party may have under this Agreement or otherwise.

        


        9. Creditor
          shall, from time to time after the date hereof, and without further
          consideration, execute and deliver any such additional documents and take
          such
          other action as may be reasonably required to effect the intent and purpose
          of
          this Agreement. 

        


        10. If
          there
          is an action to enforce the rights of a party under this Agreement, the
          party
          prevailing will be entitled, in addition to other relief, all reasonable
          costs
          and expenses, including reasonable attorneys’ fees, incurred in the
          action.

        


        IN
          WITNESS WHEREOF, the undersigned has executed this Agreement as of the
          12th
          day of
          June 2007.

        


        
          	 	
                  __________________________

                   

                  Address:   
                    _____________________

                  _____________________

                  _____________________