Unassociated Document


    


    AGREEMENT
AND PLAN OF MERGER

    


    THIS AGREEMENT AND PLAN OF
MERGER is made as of the 4th day of
February, 2009

    


    AMONG:

    


    MAP VI ACQUISITION, INC., a
corporation formed pursuant to the laws of the State of Delaware and having an
office for business located at 25 Highland Boulevard, Dix Hills, New York
11746  (“MAP VI”)

    


    
      AND:

    

    


    BUSINESSTALKRADIO.NET ACQUISITIONS
CORP., a corporation formed pursuant to the laws of the State of Delaware
and a wholly owned subsidiary of MAP VI (the "Acquirer")

    


    AND:

    


    BUSINESSTALKRADIO.NET, INC., a
corporation formed pursuant to the laws of the State of Delaware and having an
office for business located at 401 Shippan Avenue, Stamford, CT 06902
("BTRNet")

    


    AND:

    


    Each of
the shareholders of BTRNet that are named on the signature page of this
Agreement (the “BTRNet Shareholders”)

    


    
      WHEREAS:

    

    


    A.              The
BTRNet Shareholders own 72,311,304 BTRNet Shares, being 100% of the presently
issued and outstanding BTRNet Shares;

    


    B.              The
respective Boards of Directors of MAP VI, BTRNet and the Acquirer deem it
advisable and in the best interests of MAP VI, BTRNet and the Acquirer that
BTRNet merge with and into the Acquirer (the "Merger") pursuant to this
Agreement and the Certificate of Merger, and the applicable provisions of the
laws of the State of Delaware; and

    


    C.           It
is intended that the Merger shall qualify for United States federal income tax
purposes as a reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended.

    


    NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and the mutual
covenants, agreements, representations and warranties contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as
follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ARTICLE
1

    DEFINITIONS
AND INTERPRETATION

    


    Definitions

    


    1.1         In
this Agreement the following terms will have the following
meanings:

    


    
      	
               
      

            	
              (a)

            	
              “Acquisition Shares”
      means the 72,311,304 MAP VI Common Shares to be issued to the BTRNet
      Shareholders at Closing pursuant to the terms of the
    Merger;

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Additional BTRNet
      Disclosure” means the information and documentation evidencing
      BTRNet Accounts Payable and Liabilities, Accounts Receivable, Bank
      Accounts, Debts to Related Parties, Equipment, Insurance Policies,
      Inventory and Material Contracts which are to be delivered by BTRNet to
      MAP VI pursuant to the terms
hereof;

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Agreement” means this
      agreement and plan of merger among MAP VI, the Acquirer, BTRNet, and the
      BTRNet Shareholders;

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Audited MAP VI Financial
      Statements” means the financial statements of MAP VI for the two
      year periods ended September 30, 2008 and 2007, together with the
      unqualified auditors report thereon, prepared in accordance with Item 301
      of Regulation S-K, and which are to be delivered by MAP VI to BTRNet
      pursuant to the terms hereof;

            


    

    


    
      	
               
      

            	
              (e)

            	
              “BTRNet Accounts Payable and
      Liabilities” means all accounts payable and liabilities of BTRNet,
      due and owing or otherwise constituting a binding obligation of BTRNet
      (other than a BTRNet Material Contract) as of September 30, 2008 as set
      forth in the documentation evidencing such BTRNet Accounts Payable and
      Liabilities which is to be delivered by BTRNet to MAP VI concurrent with
      the delivery of the Audited BTRNet Financial
  Statements;

            


    

    


    
      	
               
      

            	
              (f)

            	
              “BTRNet Accounts
      Receivable” means all accounts receivable and other debts owing to
      BTRNet as of September 30, 2008 as set forth in the documentation
      evidencing such which is to be delivered by BTRNet to MAP VI concurrent
      with the delivery of the Audited BTRNet Financial
    Statements;

            


    

    


    
      	
               
      

            	
              (g)

            	
              “BTRNet Assets“ means the
      undertaking and all the property and assets of the BTRNet Business of
      every kind and description wheresoever situated including, without
      limitation, BTRNet Equipment, BTRNet Inventory, BTRNet Material Contracts,
      BTRNet Accounts Receivable, BTRNet Cash, BTRNet Intangible Assets and
      BTRNet Goodwill, and all credit cards, charge cards and banking cards
      issued to BTRNet;

            


    

    


    
      	
               
      

            	
              (h)

            	
              “BTRNet Bank Accounts”
      means all of the bank accounts, lock boxes and safety deposit boxes of
      BTRNet or relating to the BTRNet Business as set forth in the
      documentation evidencing such BTRNet Bank Accounts which is to be
      delivered by BTRNet to MAP VI concurrent with the delivery of the Audited
      BTRNet Financial Statements and as set forth on Schedule
    “M”;

            


    

    


    
      	
               
      

            	
              (i)

            	
              “BTRNet Business” means
      all aspects of the business conducted by
BTRNet;

            


    

    


    
      	
               
      

            	
              (j)

            	
              “BTRNet Cash” means all
      cash on hand or on deposit to the credit of BTRNet on the Closing
      Date;

            


    

    


    
      	
               
      

            	
              (k)

            	
              “BTRNet Debt to Related
      Parties” means the debts owed by BTRNet to the BTRNet Shareholders
      or to any family member thereof, or to any affiliate, director or officer
      of BTRNet or the BTRNet Shareholders as documentation evidencing such
      BTRNet Debt to Related Parties to be delivered by BTRNet to MAP VI
      concurrent with the delivery of the Audited BTRNet Financial Statements
      ;

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (l)

            	
              “BTRNet Equipment” means
      all machinery, equipment, furniture, and furnishings used in the BTRNet
      Business, including, without limitation, the items more particularly
      described in the documentation evidencing such BTRNet Equipment which is
      to be delivered by BTRNet to MAP VI concurrent with the delivery of the
      Audited BTRNet Financial
Statements;

            


    

    


    
      	
               
      

            	
              (m)

            	
              “BTRNet Goodwill” means
      the goodwill of the BTRNet Business together with the exclusive right of
      MAP VI to represent itself as carrying on the BTRNet Business in
      succession of BTRNet subject to the terms hereof, and the right to use any
      words indicating that the BTRNet Business is so carried on including the
      right to use the name "BusinessTalkRadio.Net, Inc." or any variation
      thereof as part of the name of or in connection with the BTRNet Business
      or any part thereof carried on or to be carried on by BTRNet, the right to
      all corporate, operating and trade names associated with the BTRNet
      Business, or any variations of such names as part of or in connection with
      the BTRNet Business, all telephone listings and telephone advertising
      contracts, all lists of customers, books and records and other information
      relating to the BTRNet Business, all necessary licenses and authorizations
      and any other rights used in connection with the BTRNet
      Business;

            


    

    


    
      	
               
      

            	
              (n)

            	
              “BTRNet Insurance
      Policies” means the public liability insurance and insurance
      against loss or damage to BTRNet Assets and the BTRNet Business as
      described in the documentation evidencing such BTRNet Insurance which is
      to be delivered by BTRNet to MAP VI concurrent with the delivery of the
      Audited BTRNet Financial
Statements;

            


    

    


    
      	
               
      

            	
              (o)

            	
              “BTRNet Intangible
      Assets” means all of the intangible assets of BTRNet, including,
      without limitation, BTRNet Goodwill, all trademarks, logos, copyrights,
      designs, and other intellectual and industrial property of BTRNet, the
      documentation evidencing such BTRNet Intangible Assets which is to be
      delivered by BTRNet to MAP VI concurrent with the delivery of the Audited
      BTRNet Financial Statements;

            


    

    


    
      	
               
      

            	
              (p)

            	
              “BTRNet Inventory” means
      all inventory and supplies of the BTRNet Business as of September 30, 2008
      as set forth in documentation evidencing such BTRNet Inventory which is to
      be delivered by BTRNet to MAP VI concurrent with the delivery of the
      Audited BTRNet Financial
Statements;

            


    

    


    
      	
               
      

            	
              (q)

            	
              “BTRNet Material
      Contracts” means the burden and benefit of and the right, title and
      interest of BTRNet in, to and under all trade and non-trade contracts,
      engagements or commitments, whether written or oral, to which BTRNet is
      entitled in connection with the BTRNet Business whereunder BTRNet is
      obligated to pay or entitled to receive the sum of $10,000 or more
      including, without limitation, any pension plans, profit sharing plans,
      bonus plans, loan agreements, security agreements, indemnities and
      guarantees, any agreements with employees, lessees, licensees, managers,
      accountants, suppliers, agents, distributors, officers, directors,
      attorneys or others which cannot be terminated without liability on not
      more than one month's notice, and those BTRNet Material Contracts to be
      delivered by BTRNet to MAP VI concurrent with the delivery of the Audited
      BTRNet Financial Statements;

            


    

    


    
      	
               
      

            	
              (r)

            	
              “BTRNet Shares” means all
      of the issued and outstanding shares of BTRNet's equity
    stock;

            


    

    


    
      	
               
      

            	
              (s)

            	
              “Closing” means the
      completion, on the Closing Date, of the transactions contemplated hereby
      in accordance with Article 10
hereof;

            


    

    


    
      	
               
      

            	
              (t)

            	
              “Closing Date” means the
      day on which all conditions precedent to the completion of the transaction
      as contemplated hereby have been satisfied or
  waived;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (u)

            	
              “Effective Time” means
      the date of the filing of an appropriate Certificate of Merger in the form
      required by the State of Delaware, which certificate shall provide that
      the Merger shall become effective upon such
  filing;

            


    

    


    
      	
               
      

            	
              (v)

            	
              “Material Adverse Change”
      means a greater than 10% negative deviation from previously reported
      financial results (annualized where
  appropriate);

            


    

    


    
      	
               
      

            	
              (w)

            	
              “Merger” means the
      merger, at the Effective Time, of BTRNet and the Acquirer pursuant to this
      Agreement and Plan of Merger;

            


    

    


    
      	
               
      

            	
              (x)

            	
              “Merger Consideration”
      means the Acquisition Shares;

            


    

    


    
      	
               
      

            	
              (y)

            	
              “Place of Closing” means
      the offices of Sichenzia Ross Friedman Ference LLP, or such other place as
      MAP VI and BTRNet may mutually agree
upon;

            


    

    


    
      	
               
      

            	
              (z)

            	
              “State Corporation Law”
      means the General Corporation Law of the State of
  Delaware;

            


    

    


    
      	
               
      

            	
              (aa)

            	
              “MAP VI Accounts Payable and
      Liabilities” means all accounts payable and liabilities of MAP VI,
      on a consolidated basis, due and owing or otherwise constituting a binding
      obligation of MAP VI and its subsidiaries (other than a MAP VI Material
      Contract) as of September 30, 2008 as set forth is Schedule “C”
      hereto;

            


    

    


    
      	
               
      

            	
              (bb)

            	
              “MAP VI Accounts
      Receivable” means all accounts receivable and other debts owing to
      MAP VI, on a consolidated basis, as of September 30, 2008 as set forth in
      Schedule “D” hereto;

            


    

    


    
      	
               
      

            	
              (cc)

            	
              “MAP VI Assets” means the
      undertaking and all the property and assets of the MAP VI Business of
      every kind and description wheresoever situated including, without
      limitation, MAP VI Equipment, MAP VI Inventory, MAP VI Material Contracts,
      MAP VI Accounts Receivable, MAP VI Cash, MAP VI Intangible Assets and MAP
      VI Goodwill, and all credit cards, charge cards and banking cards issued
      to MAP VI;

            


    

    


    
      	
               
      

            	
              (dd)

            	
              “MAP VI Bank Accounts”
      means all of the bank accounts, lock boxes and safety deposit boxes of MAP
      VI and its subsidiaries or relating to the MAP VI Business as set forth in
      Schedule “E” hereto;

            


    

    


    
      	
               
      

            	
              (ee)

            	
              “MAP VI Business” means
      all aspects of any business conducted by MAP VI and its
      subsidiaries;

            


    

    


    
      	
               
      

            	
              (ff)

            	
              “MAP VI Cash” means all
      cash on hand or on deposit to the credit of MAP VI and its subsidiaries on
      the Closing Date;

            


    

    


    
      	
               
      

            	
              (gg)

            	
              “MAP VI Common Shares”
      means the shares of common stock in the capital of MAP
  VI;

            


    

    


    
      	
               
      

            	
              (hh)

            	
              “MAP VI Debt to Related
      Parties” means the debts owed by MAP VI to any affiliate, director
      or officer of MAP VI as described in Schedule “F”
  hereto;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              “MAP VI Equipment” means
      all machinery, equipment, furniture, and furnishings used in the MAP VI
      Business, including, without limitation, the items more particularly
      described in Schedule “G”
hereto;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (jj)

            	
              “MAP VI Goodwill” means
      the goodwill of the MAP VI Business including the right to all corporate,
      operating and trade names associated with the MAP VI Business, or any
      variations of such names as part of or in connection with the MAP VI
      Business, all books and records and other information relating to the MAP
      VI Business, all necessary licenses and authorizations and any other
      rights used in connection with the MAP VI
  Business;

            


    

    


    
      	
               
      

            	
              (kk)

            	
              “MAP VI Insurance
      Policies” means the public liability insurance and insurance
      against loss or damage to the MAP VI Assets and the MAP VI Business as
      described in Schedule “H” hereto;

            


    

    


    
      	
               
      

            	
              (ll)

            	
              “MAP VI Intangible
      Assets" means all of the intangible assets of MAP VI and its
      subsidiaries, including, without limitation, MAP VI Goodwill, all
      trademarks, logos, copyrights, designs, and other intellectual and
      industrial property of MAP VI and its
  subsidiaries;

            


    

    


    
      
        	
              	
                (mm)

              	
                “MAP VI Inventory” means
      all inventory and supplies of the MAP VI Business as of September 30,
      2008, as set forth in Schedule “I”
hereto;

              


      

    

    


    
      (nn)       
“MAP VI Material Contracts”
means the burden and benefit of and the
right, title and interest of MAP VI and its subsidiaries in, to and under all
trade and non-trade contracts, engagements or commitments, whether written or
oral, to which MAP VI or its subsidiaries are entitled whereunder MAP VI or its
subsidiaries are obligated to pay or entitled to receive the sum of $10,000 or
more including, without limitation, any pension plans, profit sharing plans,
bonus plans, loan agreements, security agreements, indemnities and guarantees,
any agreements with employees, lessees, licensees, managers, accountants,
suppliers, agents, distributors, officers, directors, attorneys or others which
cannot be terminated without liability on not more than one month's notice, and
those contracts listed in Schedule “J” hereto;

    

    


    
      	
               
      

            	
              (oo)

            	
              “Surviving Company” means
      the Acquirer following the merger with
BTRNet.

            


    

    


    Any other
terms defined within the text of this Agreement will have the meanings so
ascribed to them.

    


    Captions
and Section Numbers

    


    1.2           The
headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.

    


    Section
References and Schedules

    


    1.3           Any
reference to a particular “Article”, “section”, “paragraph”, “clause” or other
subdivision is to the particular Article, section, clause or other subdivision
of this Agreement and any reference to a Schedule by letter will mean the
appropriate Schedule attached to this Agreement and by such reference the
appropriate Schedule is incorporated into and made part of this
Agreement.  The Schedules to this Agreement are as
follows:

    


    Information
concerning MAP VI

    


    
      
        	
                Schedule
      “C”

              	
                MAP
      VI Accounts Payable and Liabilities

              
	
                Schedule
      “D”

              	
                MAP
      VI Accounts Receivable

              
	
                Schedule
      “E”

              	
                MAP
      VI Bank Accounts

              
	
                Schedule
      “F”

              	
                MAP
      VI Debts to Related Parties

              
	
                Schedule
      “G”

              	
                MAP
      VI Equipment

              
	
                Schedule
      “H”

              	
                MAP
      VI Insurance Policies

              
	
                Schedule
      “I”

              	
                MAP
      VI Inventory

              
	
                Schedule
      “J”

              	
                MAP
      VI Material Contracts

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    Severability
of Clauses

    


    1.4              If
any part of this Agreement is declared or held to be invalid for any reason,
such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.

    


    ARTICLE
2

    THE
MERGER

    


    The
Merger

    


    2.1              At
Closing, BTRNet shall be merged with and into the Acquirer pursuant to this
Agreement and Plan of Merger and the separate corporate existence of BTRNet
shall cease and the Acquirer, as it exists from and after the Closing, shall be
the Surviving Company.

    


    Effect
of the Merger

    


    2.2              The
Merger shall have the effect provided therefore by the State Corporation Law.
Without limiting the generality of the foregoing, and subject thereto, at
Closing (i) all the rights, privileges, immunities, powers and franchises, of a
public as well as of a private nature, and all property, real, personal and
mixed, and all debts due on whatever account, including without limitation
subscriptions to shares, and all other choses in action, and all and every other
interest of or belonging to or due to BTRNet or the Acquirer, as a group,
subject to the terms hereof, shall be taken and deemed to be transferred to, and
vested in, the Surviving Company without further act or deed; and all property,
rights and privileges, immunities, powers and franchises and all and every other
interest shall be thereafter as effectually the property of the Surviving
Company, as they were of BTRNet and the Acquirer, as a group, and (ii) all
debts, liabilities, duties and obligations of BTRNet and the Acquirer, as a
group, subject to the terms hereof, shall become the debts, liabilities and
duties of the Surviving Company and the Surviving Company shall thenceforth be
responsible and liable for all debts, liabilities, duties and obligations of
BTRNet and the Acquirer, as a group, and neither the rights of creditors nor any
liens upon the property of BTRNet or the Acquirer, as a group, shall be impaired
by the Merger, and may be enforced against the Surviving Company.

    


    Certificate
of Incorporation; Bylaws; Directors and Officers

    


    2.3              The
Certificate of Incorporation of the Surviving Company from and after the Closing
shall be the Certificate of Incorporation of the Acquirer until thereafter
amended in accordance with the provisions therein and as provided by the
applicable provisions of the State Corporation Law.  The Bylaws of the
Surviving Company from and after the Closing shall be the Bylaws of the Acquirer
as in effect immediately prior to the Closing, continuing until thereafter
amended in accordance with their terms, the Certificate of Incorporation of the
Surviving Company and as provided by the State Corporation Law.  The
Directors of BTRNet at the Effective Time shall continue to be the Directors of
the Surviving Company after the Closing.

    


    Conversion
of Securities

    


    2.4              At
the Effective Time, by virtue of the Merger and without any action on the part
of the Acquirer, BTRNet or the BTRNet Shareholders, the shares of capital stock
of each of BTRNet and the Acquirer shall be converted as follows:

    


    
      	
               
      

            	
              (a)

            	
              Capital Stock of the
      Acquirer. Each issued and outstanding share of the Acquirer's
      capital stock shall continue to be issued and outstanding and shall be
      converted into one share of validly issued, fully paid, and non-assessable
      common stock of the Surviving Company. Each stock certificate of the
      Acquirer evidencing ownership of any such shares shall continue to
      evidence ownership of such shares of capital stock of the Surviving
      Company.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Conversion of BTRNet
      Shares. Each BTRNet Share that is issued and outstanding at the
      Effective Time shall automatically be cancelled and extinguished and
      converted, without any action on the part of the holder thereof, into the
      right to receive at the time and in the amounts described in this
      Agreement an amount of Acquisition Shares equal to the number of
      Acquisition Shares divided by the number of BTRNet Shares outstanding
      immediately prior to Closing. All such BTRNet Shares, when so converted,
      shall no longer be outstanding and shall automatically be cancelled and
      retired and shall cease to exist, and each holder of a certificate
      representing any such shares shall cease to have any rights with respect
      thereto, except the right to receive the Acquisition Shares paid in
      consideration therefore upon the surrender of such certificate in
      accordance with this Agreement.

            


    

    


    Adherence
with Applicable Securities Laws

    


    2.5          The
BTRNet Shareholders agree that they are acquiring the Acquisition Shares for
investment purposes and will not offer, sell or otherwise transfer, pledge or
hypothecate any of the Acquisition Shares issued to them (other than pursuant to
an effective Registration Statement under the Securities Act of 1933, as
amended) directly or indirectly unless:

    


    
      	
               
      

            	
              (a)

            	
              the
      sale is to MAP VI;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      sale is made pursuant to the exemption from registration under the Securities Act of 1933,as
      amended, provided by Rule 144 thereunder;
  or

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Acquisition Shares are sold in a transaction that does not require
      registration under the Securities Act of 1933, as
      amended, or any applicable United States state laws and regulations
      governing the offer and sale of securities, and the vendor has furnished
      to MAP VI an opinion of counsel to that effect or such other written
      opinion as may be reasonably required by MAP
VI.

            


    

    


    The BTRNet Shareholders acknowledge
that the certificates representing the Acquisition Shares shall bear the
following legend:

    


    NO SALE,
OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
SAID SHARES.

    


    ARTICLE
3

    REPRESENTATIONS
AND WARRANTIES

    OF
MAP VI

    


    Representations
and Warranties

    


    3.1              MAP
VI hereby represents and warrants in all material respects to BTRNet and the
BTRNet Shareholders, with the intent that BTRNet and the BTRNet Shareholders
will rely thereon in entering into this Agreement and in approving and
completing the transactions contemplated hereby, that:


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    MAP
VI - Corporate Status and Capacity

    


    
      	
               
      

            	
              (a)

            	
              Incorporation.
      MAP VI is a corporation duly incorporated and validly subsisting under the
      laws of the State of Delaware, and is in good standing with the office of
      the Secretary of State for the State of
  Delaware;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Carrying on
      Business. MAP VI conducts the business described in its filings
      with the Securities and Exchange Commission and does not conduct any other
      business. MAP VI is duly authorized to carry on such business in
      Delaware.  The nature of the MAP VI Business does not require
      MAP VI to register or otherwise be qualified to carry on business in any
      other jurisdictions;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Corporate
      Capacity. MAP VI has the corporate power, capacity and authority to
      own the MAP VI Assets and to enter into and complete this
      Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Reporting Status;
      Listing. MAP VI is currently required to file current reports with
      the Securities and Exchange Commission pursuant to section 15(d) of the
      Securities Exchange Act of 1934, is current in its filings with the
      Securities and Exchange Commission and has or will provide all requisite
      information or MAP VI to the Acquirer to prepare any future filings, and
      the MAP VI Common Shares are quoted on the “Bulletin
    Board”;

            


    

    


    Acquirer
- Corporate Status and Capacity

    


    
      	
               
      

            	
              (e)

            	
              Incorporation.
      The Acquirer is a corporation duly incorporated and validly subsisting
      under the laws of the State of Delaware, and is in good standing with the
      office of the Secretary of State for the State of
  Delaware;

            


    

    


    
      	
               
      

            	
              (f)

            	
              Carrying on
      Business. Other than corporate formation and organization, the
      Acquirer has not carried on business activities to
  date;

            


    

    


    
      	
               
      

            	
              (g)

            	
              Corporate
      Capacity. The Acquirer has the corporate power, capacity and
      authority to enter into and complete this
  Agreement;

            


    

    


    
      MAP
VI - Capitalization

    

    


    
      	
               
      

            	
              (h)

            	
              Authorized
      Capital. The authorized capital of MAP VI consists of 75,000,000
      MAP VI Common Shares, $0.0001 par value and 10,000,000 shares of preferred
      stock. $0.0001 par value, of which 2.5 million MAP VI Common Shares, and
      no shares of preferred stock are presently issued and
      outstanding;

            


    

    


    
      	
               
      

            	
              (i)

            	
              No Option, Warrant or
      Other Right. No person, firm or corporation has any agreement,
      option, warrant, preemptive right or any other right capable of becoming
      an agreement, option, warrant or right for the acquisition of MAP VI
      Common Shares or for the purchase, subscription or issuance of any of the
      unissued shares in the capital of MAP
VI;

            


    

    


    Acquirer
Capitalization

    


    
      	
               
      

            	
              (j)

            	
              Authorized
      Capital. The authorized capital of the Acquirer consists of 200
      shares of common stock, $0.001 par value, of which 0 shares of common
      stock are presently issued and
outstanding,

            


    

    


    
      	
               
      

            	
              (k)

            	
              No Option, Warrant or
      Other Right. No person, firm or corporation has any agreement,
      option, warrant, preemptive right or any other right capable of becoming
      an agreement,  option, warrant or right for the acquisition of
      any common or preferred shares in the Acquirer or for the purchase,
      subscription or issuance of any of the unissued shares in the capital of
      Acquirer;

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    
      MAP
VI - Records and Financial Statements

    

    


    
      	
               
      

            	
              (l)

            	
              Charter
      Documents. The charter documents of MAP VI and the Acquirer have
      not been altered since the incorporation of each, respectively, except as
      filed in the record books of MAP VI or the Acquirer, as the case may
      be;

            


    

    


    
      	
               
      

            	
              (m)

            	
              Corporate Minute
      Books. The corporate minute books of MAP VI and its subsidiaries
      are complete and each of the minutes contained therein accurately reflect
      the actions that were taken at a duly called and held meeting or by
      consent without a meeting. All actions by MAP VI and its subsidiaries
      which required director or shareholder approval are reflected on the
      corporate minute books of MAP VI and its subsidiaries. MAP VI and its
      subsidiaries are not in violation or breach of, or in default with respect
      to, any term of their respective Certificates of Incorporation (or other
      charter documents) or by-laws.

            


    

    


    
      	
               
      

            	
              (n)

            	
              MAP VI Financial
      Statements. The Audited MAP VI Financial Statements, when
      delivered, will present fairly, in all material respects, the assets and
      liabilities (whether accrued, absolute, contingent or otherwise) of MAP VI
      as of the respective dates thereof, and the sales and earnings of the MAP
      VI Business during the periods covered thereby, in all material respects,
      and will have been prepared in substantial accordance with generally
      accepted accounting principles consistently applied and the requirements
      of Item 301 of Regulation S-K as promulgated by the Securities and
      Exchange Commission;

            


    

    


    
      	
               
      

            	
              (o)

            	
              MAP VI Accounts
      Payable and Liabilities. There are no material liabilities,
      contingent or otherwise, of MAP VI or its subsidiaries which are not
      disclosed in Schedule “C” hereto or reflected in the Unaudited MAP VI
      Financial Statements except those incurred in the ordinary course of
      business since the date of the said schedule and the Unaudited MAP VI
      Financial Statements, and neither MAP VI nor its subsidiaries have
      guaranteed or agreed to guarantee any debt, liability or other obligation
      of any person, firm or corporation. Without limiting the generality of the
      foregoing, all accounts payable and liabilities of MAP VI as of September
      30, 2008, are described in Schedule “C”
hereto;

            


    

    


    
      	
               
      

            	
              (p)

            	
              MAP VI Accounts
      Receivable. All the MAP VI Accounts Receivable result from bona
      fide business transactions and services actually rendered without, to the
      knowledge and belief of MAP VI, any claim by the obligor for set-off or
      counterclaim. Without limiting the generality of the foregoing, all
      accounts receivable of MAP VI as of September 30, 2008, are described in
      Schedule “D” hereto;

            


    

    


    
      	
               
      

            	
              (q)

            	
              MAP VI Bank
      Accounts. All of the MAP VI Bank Accounts, their location, numbers
      and the authorized signatories thereto are as set forth in Schedule “E”
      hereto;

            


    

    


    
      	
               
      

            	
              (r)

            	
              No Debt to Related
      Parties. Except as disclosed in Schedule “F” hereto, neither MAP VI
      nor any of its subsidiaries is, and on Closing will not be, indebted to
      any affiliate, director or officer of MAP VI except accounts payable on
      account of bona fide business transactions of MAP VI incurred in normal
      course of the MAP VI Business, including employment agreements, none of
      which are more than 30 days in
arrears;

            


    

    


    
      	
               
      

            	
              (s)

            	
              No Related Party Debt
      to MAP VI. No director or officer or affiliate of MAP VI is now
      indebted to or under any financial obligation to MAP VI or any subsidiary
      on any account whatsoever, except for advances on account of travel and
      other expenses not exceeding $1,000 in
total;

            


    

    


    
      	
               
      

            	
              (t)

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of MAP VI
      have been made, declared or authorized since the date of Unaudited MAP VI
      Financial Statements;

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (u)

            	
              No Payments. No
      payments of any kind have been made or authorized since the date of the
      Unaudited MAP VI Financial Statements to or on behalf of officers,
      directors, shareholders or employees of MAP VI or its subsidiaries or
      under any management agreements with MAP VI or its subsidiaries, except
      payments made in the ordinary course of business and at the regular rates
      of salary or other remuneration payable to
them;

            


    

    


    
      	
               
      

            	
              (v)

            	
              No Pension
      Plans. There are no pension, profit sharing, group insurance or
      similar plans or other deferred compensation plans affecting MAP
      VI;

            


    

    


    
      	
               
      

            	
              (w)

            	
              No Adverse
      Events. Since the date of the Unaudited MAP VI Financial
      Statements

            


    

    


    
      	
               
      

            	
              (i)

            	
              there
      has not been any material adverse change in the consolidated financial
      position or condition of MAP VI, its subsidiaries, its liabilities or the
      MAP VI Assets or any damage, loss or other change in circumstances
      materially affecting MAP VI, the MAP VI Business or the MAP VI Assets or
      MAP VI’ right to carry on the MAP VI Business, other than changes in the
      ordinary course of business,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              there
      has not been any damage, destruction, loss or other event (whether or not
      covered by insurance) materially and adversely affecting MAP VI, its
      subsidiaries, the MAP VI Business or the MAP VI
  Assets,

            


    

    


    
      	
               
      

            	
              (iii)

            	
              there
      has not been any material increase in the compensation payable or to
      become payable by MAP VI to any of MAP VI’ officers, employees or agents
      or any bonus, payment or arrangement made to or with any of
      them,

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      MAP VI Business has been and continues to be carried on in the ordinary
      course,

            


    

    


    
      	
               
      

            	
              (v)

            	
              MAP
      VI has not waived or surrendered any right of material
    value,

            


    

    


    
      	
               
      

            	
              (vi)

            	
              neither
      MAP VI nor its subsidiaries have discharged or satisfied or paid any lien
      or encumbrance or obligation or liability other than current liabilities
      in the ordinary course of business,
and

            


    

    


    
      	
               
      

            	
              (vii)

            	
              no
      capital expenditures in excess of $10,000 individually or $30,000 in total
      have been authorized or made.

            


    

    


    MAP
VI - Income Tax Matters

    


    
      	
               
      

            	
              (x)

            	
              Tax Returns.
      All tax returns and reports of MAP VI and its subsidiaries required by law
      to be filed have been filed and are true, complete and correct, and any
      taxes payable in accordance with any return filed by MAP VI and its
      subsidiaries or in accordance with any notice of assessment or
      reassessment issued by any taxing authority have been so
    paid;

            


    

    


    
      	
               
      

            	
              (y)

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by MAP VI or its
      subsidiaries.  MAP VI is not aware of any contingent tax
      liabilities or any grounds which would prompt a reassessment including
      aggressive treatment of income and expenses in filing earlier tax
      returns;

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    MAP
VI - Applicable Laws and Legal Matters

    


    
      	
               
      

            	
              (z)

            	
              Licenses. MAP
      VI and its subsidiaries hold all licenses and permits as may be requisite
      for carrying on the MAP VI Business in the manner in which it has
      heretofore been carried on, which licenses and permits have been
      maintained and continue to be in good standing except where the failure to
      obtain or maintain such licenses or permits would not have a material
      adverse effect on the MAP VI
Business;

            


    

    


    
      	
               
      

            	
              (aa)

            	
              Applicable
      Laws. Neither MAP VI nor its subsidiaries have been charged with or
      received notice of breach of any laws, ordinances, statutes, regulations,
      by-laws, orders or decrees to which they are subject or which apply to
      them the violation of which would have a material adverse effect on the
      MAP VI Business, and to MAP VI’ knowledge, neither MAP VI nor its
      subsidiaries are in breach of any laws, ordinances, statutes, regulations,
      bylaws, orders or decrees the contravention of which would result in a
      material adverse impact on the MAP VI
Business;

            


    

    


    
      	
               
      

            	
              (bb)

            	
              Pending or Threatened
      Litigation. There is no material litigation or administrative or
      governmental proceeding pending or threatened against or relating to MAP
      VI, its subsidiaries, the MAP VI Business, or any of the MAP VI Assets nor
      does MAP VI have any knowledge of any deliberate act or omission of MAP VI
      or its subsidiaries that would form any material basis for any such action
      or proceeding;

            


    

    


    
      	
               
      

            	
              (cc)

            	
              No Bankruptcy.
      Neither MAP VI nor its subsidiaries have made any voluntary assignment or
      proposal under applicable laws relating to insolvency and bankruptcy and
      no bankruptcy petition has been filed or presented against MAP VI or its
      subsidiaries and no order has been made or a resolution passed for the
      winding-up, dissolution or liquidation of MAP VI or its
      subsidiaries;

            


    

    


    
      	
               
      

            	
              (dd)

            	
              Labor Matters.
      Neither MAP VI nor its subsidiaries are party to any collective agreement
      relating to the MAP VI Business with any labor union or other association
      of employees and no part of the MAP VI Business has been certified as a
      unit appropriate for collective bargaining or, to the knowledge of MAP VI,
      has made any attempt in that
regard;

            


    

    


    
      	
               
      

            	
              (ee)

            	
              Finder's Fees.
      Neither MAP VI nor its subsidiaries are party to any agreement which
      provides for the payment of finder's fees, brokerage fees, commissions or
      other fees or amounts which are or may become payable to any third party
      in connection with the execution and delivery of this Agreement and the
      transactions contemplated herein;

            


    

    


    Execution
and Performance of Agreement

    


    
      	
               
      

            	
              (ff)

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of MAP VI
      and the Acquirer;

            


    

    


    
      	
               
      

            	
              (gg)

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not:

            


    

    


    
      	
               
      

            	
              (i)

            	
              violate
      the charter documents of MAP VI or the Acquirer or result in any breach
      of, or default under, any loan agreement, mortgage, deed of trust, or any
      other agreement to which MAP VI or its subsidiaries are
    party,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              give
      any person any right to terminate or cancel any agreement including,
      without limitation, the MAP VI Material Contracts, or any right or rights
      enjoyed by MAP VI or its
subsidiaries,

            


    

    


    
      	
               
      

            	
              (iii)

            	
              result
      in any alteration of MAP VI’s or its subsidiaries’ obligations under any
      agreement to which MAP VI or its subsidiaries are party including, without
      limitation, the MAP VI Material
Contracts,

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the MAP VI
      Assets,

            


    

    


    
      	
               
      

            	
              (v)

            	
              result
      in the imposition of any tax liability to MAP VI or its subsidiaries
      relating to the MAP VI Assets, or

            


    

    


    
      	
               
      

            	
              (vi)

            	
              violate
      any court order or decree to which either MAP VI or its subsidiaries are
      subject;

            


    

    


    The
MAP VI Assets - Ownership and Condition

    


    
      	
               
      

            	
              (hh)

            	
              Business
      Assets. The MAP VI Assets comprise all of the property and assets
      of the MAP VI Business, and no other person, firm or corporation owns any
      assets used by MAP VI or its subsidiaries in operating the MAP VI
      Business, whether under a lease, rental agreement or other arrangement,
      other than as disclosed in Schedules “F” or “J”
  hereto;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Title. MAP VI
      or its subsidiaries are the legal and beneficial owner of the MAP VI
      Assets, free and clear of all mortgages, liens, charges, pledges, security
      interests, encumbrances or other claims whatsoever, save and except as
      disclosed in Schedules “F” or “J”
hereto;

            


    

    


    
      	
               
      

            	
              (jj)

            	
              No Option. No
      person, firm or corporation has any agreement or option or a right capable
      of becoming an agreement for the purchase of any of the MAP VI
      Assets;

            


    

    


    
      	
               
      

            	
              (kk)

            	
              MAP VI Insurance
      Policies. MAP VI and its subsidiaries maintain the public liability
      insurance and insurance against loss or damage to the MAP VI Assets and
      the MAP VI Business as described in Schedule “H”
  hereto;

            


    

    


    
      	
               
      

            	
              (ll)

            	
              MAP VI Material
      Contracts. The MAP VI Material Contracts listed in Schedule “J”
      constitute all of the material contracts of MAP VI and its
      subsidiaries;

            


    

    


    
      	
            	
              (mm)

            	
              No Default.
      There has not been any default in any material obligation of MAP VI or any
      other party to be performed under any of the MAP VI Material Contracts,
      each of which is in good standing and in full force and effect and
      unamended (except as disclosed in Schedule “J” hereto), and MAP VI is not
      aware of any default in the obligations of any other party to any of the
      MAP VI Material Contracts;

            


    

    


    
      	
               
      

            	
              (nn)

            	
              No Compensation on
      Termination. There are no agreements, commitments or understandings
      relating to severance pay or separation allowances on termination of
      employment of any employee of MAP VI or its subsidiaries. Neither MAP VI
      nor its subsidiaries are obliged to pay benefits or share profits with any
      employee after termination of employment except as required by
      law;

            


    

    


    MAP
VI Assets - MAP VI Equipment

    


    
      	
               
      

            	
              (oo)

            	
              MAP VI
      Equipment. The MAP VI Equipment has been maintained in a manner
      consistent with that of a reasonably prudent owner and such equipment is
      in good working condition;

            


    

    


    MAP
VI Assets - MAP VI Goodwill and Other Assets

    


    
      	
               
      

            	
              (pp)

            	
              MAP VI
      Goodwill. MAP VI and its subsidiaries does not carry on the MAP VI
      Business under any other business or trade names. MAP VI does not have any
      knowledge of any infringement by MAP VI or its subsidiaries of any patent,
      trademarks, copyright or trade
secret;

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    The
MAP VI Business

    


    
      	
               
      

            	
              (qq)

            	
              Maintenance of
      Business. Since the date of the Unaudited MAP VI Financial
      Statements, MAP VI and its subsidiaries have not entered into any material
      agreement or commitment except in the ordinary course and except as
      disclosed herein;

            


    

    


    
      	
               
      

            	
              (rr)

            	
              Subsidiaries.
      Except for the Acquirer, MAP VI does not own any subsidiaries and does not
      otherwise own, directly or indirectly, any shares or interest in any other
      corporation, partnership, joint venture or firm;
  and

            


    

    


    MAP
VI - Acquisition Shares

    


    
      	
               
      

            	
              (ss)

            	
              Acquisition
      Shares. The Acquisition Shares when delivered to the holders of
      BTRNet Shares pursuant to the Merger shall be validly issued and
      outstanding as fully paid and non-assessable shares and the Acquisition
      Shares shall be transferable upon the books of MAP VI, in all cases
      subject to the provisions and restrictions of all applicable securities
      laws.

            


    

    


    Non-Merger
and Survival

    


    3.2           The
representations and warranties of MAP VI contained herein will be true at and as
of Closing in all material respects as though such representations and
warranties were made as of such time.  Notwithstanding the completion
of the transactions contemplated hereby, the waiver of any condition contained
herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by BTRNet or the BTRNet
Shareholders, the representations and warranties of MAP VI shall survive the
Closing.

    


    Indemnity

    


    3.3           MAP
VI agrees to indemnify and save harmless BTRNet and the BTRNet Shareholders from
and against any and all claims, demands, actions, suits, proceedings,
assessments, judgments, damages, costs, losses and expenses, including any
payment made in good faith in settlement of any claim (subject to the right of
MAP VI to defend any such claim), resulting from the breach by it of any
representation or warranty made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by MAP VI to BTRNet or the BTRNet Shareholders
hereunder.

    


    ARTICLE
4

    COVENANTS
OF MAP VI

    


    Covenants

    


    4.1              MAP
VI covenants and agrees with BTRNet and the BTRNet Shareholders that it
will:

    


    
      	
               
      

            	
              (a)

            	
              Conduct of
      Business. Until the Closing, conduct the MAP VI Business diligently
      and in the ordinary course consistent with the manner in which the MAP VI
      Business generally has been operated up to the date of execution of this
      Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Preservation of
      Business.  Until the Closing, use its best efforts to
      preserve the MAP VI Business and the MAP VI Assets and, without
      limitation, preserve for BTRNet MAP VI’s and its subsidiaries’
      relationships with any third party having business relations with
      them;

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Access. Until
      the Closing, give BTRNet, the BTRNet Shareholders, and their
      representatives full access to all of the properties, books, contracts,
      commitments and records of MAP VI, and furnish to BTRNet, the BTRNet
      Shareholders and their representatives all such information as they may
      reasonably request;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Merger and to preserve and maintain the MAP VI Assets
      notwithstanding the change in control of BTRNet arising from the
      Merger;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Name Change.
      Forthwith after the Closing, take such steps are required to change the
      name of MAP VI to “BusinessTalkRadio.Net., Inc.” or such similar name as
      may be acceptable to the board of directors of BTRNet;
  and

            


    

    


    Authorization

    


    4.2              MAP
VI hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting MAP VI and its subsidiaries to release any and all
information in their possession respecting MAP VI and its subsidiaries to
BTRNet. MAP VI shall promptly execute and deliver to BTRNet any and all consents
to the release of information and specific authorizations which BTRNet
reasonably requires to gain access to any and all such information.

    


    Survival

    


    4.3              The
covenants set forth in this Article shall survive the Closing for the benefit of
BTRNet and the BTRNet Shareholders.

    


    ARTICLE
5

    REPRESENTATIONS
AND WARRANTIES OF

    THE
BTRNET SHAREHOLDERS

    


    Representations
and Warranties

    


    5.1              The
BTRNet Shareholders hereby jointly and severally represent and warrant in all
material respects to MAP VI, with the intent that it will rely thereon in
entering into this Agreement and in approving and completing the transactions
contemplated hereby, that:

    


    BTRNet
- Corporate Status and Capacity

    


    
      	
               
      

            	
              (a)

            	
              Incorporation.
      BTRNet is a corporation duly incorporated and validly subsisting under the
      laws of the State of Delaware, and is in good standing with the office of
      the Secretary of State for the State of
  Delaware;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Carrying on
      Business. BTRNet is duly authorized to carry on such business in
      all jurisdictions where the nature of its business requires it to do
      so;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Corporate
      Capacity. BTRNet has the corporate power, capacity and authority to
      own the BTRNet Assets and to enter into and complete this
      Agreement;

            


    

    


    
      	
              BTRNet
      - Capitalization

            


    

    


    
      	
               
      

            	
              (d)

            	
              Authorized
      Capital. The authorized capital of BTRNet consists
      of 75,000,000 shares of common stock, $.001 par value per share and
      5,000,000 shares of preferred stock, $.001 par value per
      share.

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 	
                        (e)

                      	
                        
                          (e)
      Ownership of BTRNet
      Shares. The issued and outstanding share capital of BTRNet will on
      Closing consist of 72,311,304 common shares (being the BTRNet Shares),
      which shares on Closing shall be validly issued and outstanding as fully
      paid and non-assessable shares. The BTRNet Shareholders will be at Closing
      the registered and beneficial owners of 72,311,304 BTRNet Shares. The
      BTRNet Shares owned by the BTRNet Shareholders will on Closing be free and
      clear of any and all liens, charges, pledges, encumbrances, restrictions
      on transfer and adverse claims
whatsoever;

                        

                      


              

            

          

        

      

    

    


    
      	
               
      

            	
              (f)

            	
              No Option, Warrant or
      Other Right. Except as disclosed on Schedule 5.1, no person, firm
      or corporation has any agreement, option, warrant, preemptive right or any
      other right capable of becoming an agreement, option, warrant or right for
      the acquisition of BTRNet Shares held by the BTRNet Shareholders or for
      the purchase, subscription or issuance of any of the unissued shares in
      the capital of BTRNet;

            


    

    


    
      	
               
      

            	
              (g)

            	
              No
      Restrictions. There are no restrictions on the transfer, sale or
      other disposition of BTRNet Shares contained in the charter documents of
      BTRNet or under any agreement;

            


    

    


    
      	
              BTRNet
      - Records and Financial Statements

            


    

    


    
      	
               
      

            	
              (h)

            	
              Charter
      Documents. The charter documents of BTRNet have not been altered
      since its incorporation date, except as filed in the record books of
      BTRNet;

            


    

    


    
      	
               
      

            	
              (i)

            	
              Corporate Minute
      Books. The corporate minute books of BTRNet are complete and each
      of the minutes contained therein accurately reflect the actions that were
      taken at a duly called and held meeting or by consent without a meeting.
      All actions by BTRNet which required director or shareholder approval are
      reflected on the corporate minute books of BTRNet. Neither BTRNet are in
      violation or breach of, or in default with respect to, any term of their
      respective Certificates of Incorporation (or other charter documents) or
      by-laws;

            


    

    


    
      	
               
      

            	
              (j)

            	
              BTRNet Accounts
      Payable and Liabilities. There are no material liabilities,
      contingent or otherwise, of BTRNet which has not been provided by BTRNet
      to MAP VI, and BTRNet has not guaranteed or agreed to guarantee any debt,
      liability or other obligation of any person, firm or
      corporation;

            


    

    


    
      	
               
      

            	
              (k)

            	
              BTRNet Accounts
      Receivable. All the BTRNet Accounts Receivable result from bona
      fide business transactions and services actually rendered without, to the
      knowledge and belief of the BTRNet Shareholders, any claim by the obligor
      for set-off or counterclaim.  Without limiting the generality of
      the foregoing, all accounts receivable of BTRNet as of September 30, 2008,
      will be provided by BTRNet to MAP
VI;

            


    

    


    
      	
               
      

            	
              (l)

            	
              BTRNet Bank
      Accounts. All of the BTRNet Bank Accounts, their location, numbers
      and the authorized signatories at the Closing Date will be provided by
      BTRNet to MAP VI;

            


    

    


    
      	
               
      

            	
              (m)

            	
              No Debt to Related
      Parties. BTRNet will on Closing not be indebted to the BTRNet
      Shareholders nor to any family member thereof, nor to any affiliate,
      director or officer of BTRNet or the BTRNet Shareholders except accounts
      payable on account of bona fide business transactions of BTRNet incurred
      in normal course of BTRNet Business, including employment agreements with
      the BTRNet Shareholders, none of which are more than 30 days in
      arrears;

            


    

    


    
      	
               
      

            	
              (n)

            	
              No Related Party Debt
      to BTRNet. No BTRNet Shareholder nor any director, officer or
      affiliate of BTRNet are now indebted to or under any financial obligation
      to BTRNet on any account whatsoever, except for advances on account of
      travel and other expenses not exceeding $5,000 in
  total;

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (o)

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of BTRNet
      have been made, declared or authorized since the date of the BTRNet
      Financial Statements;

            


    

    


    
      	
               
      

            	
              (p)

            	
              No Payments. No
      payments of any kind have been made or authorized since the date of the
      BTRNet Financial Statements to or on behalf of the BTRNet Shareholders or
      to or on behalf of officers, directors, shareholders or employees of
      BTRNet or under any management agreements with BTRNet, except payments
      made in the ordinary course of business and at the regular rates of salary
      or other remuneration payable to
them;

            


    

    


    
      	
               
      

            	
              (q)

            	
              No Pension
      Plans. There are no pension, profit sharing, group insurance or
      similar plans or other deferred compensation plans affecting BTRNet, other
      than any such plans disclosed in the BTRNet Financial
      Statements;

            


    

    


    
      	
               
      

            	
              (r)

            	
              No Adverse
      Events. Since the date of the BTRNet Financial
      Statements:

            


    

    


    
      	
               
      

            	
              (i)

            	
              there
      has not been any Material Adverse Change in the consolidated financial
      position or condition of BTRNet, its liabilities or the BTRNet Assets or
      any damage, loss or other change in circumstances materially affecting
      BTRNet, the BTRNet Business or the BTRNet Assets or BTRNet’s right to
      carry on the BTRNet Business, other than changes in the ordinary course of
      business,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              there
      has not been any damage, destruction, loss or other event (whether or not
      covered by insurance) materially and adversely affecting BTRNet, the
      BTRNet Business or the BTRNet
Assets,

            


    

    


    
      	
               
      

            	
              (iii)

            	
              there
      has not been any material increase in the compensation payable or to
      become payable by BTRNet to the BTRNet Shareholders or to any of BTRNet's
      officers, employees or agents or any bonus, payment or arrangement made to
      or with any of them,

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      BTRNet Business has been and continues to be carried on in the ordinary
      course,

            


    

    


    
      	
               
      

            	
              (v)

            	
              BTRNet
      has not waived or surrendered any right of material
  value,

            


    

    


    
      	
               
      

            	
              (vi)

            	
              BTRNet
      has discharged or satisfied or paid any lien or encumbrance or obligation
      or liability other than current liabilities in the ordinary course of
      business, and

            


    

    


    
      	
               
      

            	
              (vii)

            	
              no
      capital expenditures in excess of $10,000 individually or $30,000 in total
      have been authorized or made;

            


    

    


    
      BTRNet
- Income Tax Matters

    

    


    
      	
               
      

            	
              (s)

            	
              Tax Returns.
      All tax returns and reports of BTRNet required by law to be filed have
      been filed and are true, complete and correct, and any taxes payable in
      accordance with any return filed by BTRNet or in accordance with any
      notice of assessment or reassessment issued by any taxing authority have
      been so paid;

            


    

    


    
      	
               
      

            	
              (t)

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by BTRNet. BTRNet
      is not aware of any contingent tax liabilities or any grounds which would
      prompt a reassessment including aggressive treatment of income and
      expenses in filing earlier tax
returns;

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    
      BTRNet
- Applicable Laws and Legal Matters

    

    


    
      	
               
      

            	
              (u)

            	
              Licenses.
      BTRNet holds all licenses and permits as may be requisite for carrying on
      the BTRNet Business in the manner in which it has heretofore been carried
      on, which licenses and permits have been maintained and continue to be in
      good standing except where the failure to obtain or maintain such licenses
      or permits would not have a material adverse effect on the BTRNet
      Business;

            


    

    


    
      	
               
      

            	
              (v)

            	
              Applicable
      Laws. BTRNet has not been charged with or received notice of breach
      of any laws, ordinances, statutes, regulations, by-laws, orders or decrees
      to which they are subject or which applies to them the violation of which
      would have a material adverse effect on the BTRNet Business, and, to the
      knowledge of the BTRNet Shareholders, BTRNet is not in breach of any laws,
      ordinances, statutes, regulations, by-laws, orders or decrees the
      contravention of which would result in a material adverse impact on the
      BTRNet Business;

            


    

    


    
      	
               
      

            	
              (w)

            	
              Pending or Threatened
      Litigation. There is no material litigation or administrative or
      governmental proceeding pending or threatened against or relating to
      BTRNet, the BTRNet Business, or any of the BTRNet Assets, nor do the
      BTRNet Shareholders have any knowledge of any deliberate act or omission
      of BTRNet that would form any material basis for any such action or
      proceeding, other than what has been disclosed by BTRNet to MAP VI prior
      to Closing;

            


    

    


    
      	
               
      

            	
              (x)

            	
              No Bankruptcy.
      BTRNet has not made any voluntary assignment or proposal under applicable
      laws relating to insolvency and bankruptcy and no bankruptcy petition has
      been filed or presented against BTRNet and no order has been made or a
      resolution passed for the winding-up, dissolution or liquidation of
      BTRNet;

            


    

    


    
      	
               
      

            	
              (y)

            	
              Labor Matters.
      BTRNet is not party to any collective agreement relating to the BTRNet
      Business with any labor union or other association of employees and no
      part of the BTRNet Business has been certified as a unit appropriate for
      collective bargaining or, to the knowledge of the BTRNet Shareholders, has
      made any attempt in that regard.

            


    

    


    
      	
               
      

            	
              (z)

            	
              Finder's Fees.
      BTRNet is not party to any agreement which provides for the payment of
      finder's fees, brokerage fees, commissions or other fees or amounts which
      are or may become payable to any third party in connection with the
      execution and delivery of this Agreement and the transactions contemplated
      herein;

            


    

    


    
      Execution
and Performance of Agreement

    

    


    
      	
               
      

            	
              (aa)

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of
      BTRNet;

            


    

    


    
      	
               
      

            	
              (bb)

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not

            


    

    


    
      	
               
      

            	
              (i)

            	
              violate
      the charter documents of BTRNet or result in any breach of, or default
      under, any loan agreement, mortgage, deed of trust, or any other agreement
      to which BTRNet is a party,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              give
      any person any right to terminate or cancel any agreement including,
      without limitation, BTRNet Material Contracts, or any right or rights
      enjoyed by BTRNet,

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (iii)

            	
              result
      in any alteration of BTRNet's obligations under any agreement to which
      BTRNet is a party including, without limitation, the BTRNet Material
      Contracts,

            


    

    


    
      	
               
      

            	
              (iv)

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the BTRNet
      Assets,

            


    

    


    
      	
               
      

            	
              (v)

            	
              result
      in the imposition of any tax liability to BTRNet relating to BTRNet Assets
      or the BTRNet Shares, or

            


    

    


    
      	
               
      

            	
              (vi)

            	
              violate
      any court order or decree to which BTRNet is
  subject;

            


    

    


    
      BTRNet
Assets - Ownership and Condition

    

    


    
      	
               
      

            	
              (cc)

            	
              Business
      Assets. The BTRNet Assets comprise all of the property and assets
      of the BTRNet Business, and neither the BTRNet Shareholders nor any other
      person, firm or corporation owns any assets used by BTRNet in operating
      the BTRNet Business, whether under a lease, rental agreement or other
      arrangement, other than what has been disclosed to MAP VI by BTRNet prior
      to Closing;

            


    

    


    
      	
               
      

            	
              (dd)

            	
              Title. BTRNet
      is the legal and beneficial owner of the BTRNet Assets, free and clear of
      all mortgages, liens, charges, pledges, security interests, encumbrances
      or other claims whatsoever;

            


    

    


    
      	
               
      

            	
              (ee)

            	
              No Option. No
      person, firm or corporation has any agreement or option or a right capable
      of becoming an agreement for the purchase of any of the BTRNet
      Assets;

            


    

    


    
      	
               
      

            	
              (ff)

            	
              BTRNet Insurance
      Policies. BTRNet maintains the public liability insurance and
      insurance against loss or damage to the BTRNet Assets and the BTRNet
      Business as described in the documentation evidencing such insurance which
      will be provided by BTRNet to MAP VI concurrent with the delivery of the
      Audited BTRNet Financial Statements

            


    

    


    
      	
               
      

            	
              (gg)

            	
              BTRNet Material
      Contracts. The BTRNet Material Contracts provided by BTRNet to MAP
      VI concurrent with the delivery of the Audited BTRNet Financial
      Statements  constitute all of the material contracts of
      BTRNet;

            


    

    


    
      	
               
      

            	
              (hh)

            	
              No Default.
      There has not been any default in any material obligation of BTRNet or any
      other party to be performed under any of BTRNet Material Contracts, each
      of which is in good standing and in full force and effect and unamended
      (except as disclosed in the documentation evidencing such default provided
      by BTRNet to MAP VI concurrent with the delivery of the Audited BTRNet
      Financial Statements), and BTRNet is not aware of any default in the
      obligations of any other party to any of the BTRNet Material
      Contracts;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              No Compensation on
      Termination. There are no agreements, commitments or understandings
      relating to severance pay or separation allowances on termination of
      employment of any employee of BTRNet.  BTRNet is not obliged to
      pay benefits or share profits with any employee after termination of
      employment except as required by
law;

            


    

    


    
      BTRNet
Assets - BTRNet Equipment

    

    


    
      	
               
      

            	
              (jj)

            	
              BTRNet
      Equipment. The BTRNet Equipment has been maintained in a manner
      consistent with that of a reasonably prudent owner and such equipment is
      in good working condition and the documentation evidencing such equipment
      will be provided by BTRNet to MAP VI concurrent with the delivery of the
      Audited BTRNet Financial
Statements;

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    
      BTRNet
Assets - BTRNet Goodwill and Other Assets

    

    


    
      	
               
      

            	
              (kk)

            	
              BTRNet
      Goodwill. BTRNet carries on the BTRNet Business only under the name
      "BTRNet International, Inc.", and variations thereof and under no other
      business or trade names. The BTRNet Shareholders do not have any knowledge
      of any infringement by BTRNet of any patent, trademark, copyright or trade
      secret.  All documentation evidencing the Intellectual Property
      of BTRNet will be provided by BTRNet to MAP VI concurrent with the
      delivery of the Audited BTRNet Financial
  Statements;

            


    

    


    
      The
Business of BTRNet

    

    


    
      	
               
      

            	
              (ll)

            	
              Maintenance of
      Business. Since the date of the BTRNet Financial Statements, the
      BTRNet Business has been carried on in the ordinary course and BTRNet has
      not entered into any material agreement or commitment except in the
      ordinary course; and

            


    

    


    
      
        	
              	
                (mm)

              	
                Subsidiaries. A
      list of all BTRNet subsidiaries will be provided by BTRNet to MAP VI
      concurrent with the delivery of the Audited BTRNet Financial
      Statements.

              


      

    

    


    Non-Merger
and Survival

    


    5.2           The
representations and warranties of BTRNet contained herein will be true at and as
of Closing in all material respects as though such representations and
warranties were made as of such time.  Notwithstanding the completion
of the transactions contemplated hereby, the waiver of any condition contained
herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by MAP VI, the
representations and warranties of BTRNet shall survive the Closing.

    


    Indemnity

    


    5.3           The
BTRNet Shareholders agree to indemnify and save harmless MAP VI from and against
any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (subject to the right of the BTRNet
Shareholders to defend any such claim), resulting from the breach by any of them
of any representation or warranty of such party made under this Agreement or
from any misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished by BTRNet or the BTRNet Shareholders to
MAP VI hereunder.

    


    ARTICLE
6

    COVENANTS
OF BTRNET AND

    THE
BTRNET SHAREHOLDERS

    


    Covenants

    


    6.1              BTRNet
and the BTRNet Shareholders covenant and agree with MAP VI that they
will:

    


    
      	
               
      

            	
              (a)

            	
              Conduct of
      Business. Until the Closing, conduct the BTRNet Business diligently
      and in the ordinary course consistent with the manner in which the BTRNet
      Business generally has been operated up to the date of execution of this
      Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Preservation of
      Business.  Until the Closing, use their best efforts to
      preserve the BTRNet Business and the BTRNet Assets and, without
      limitation, preserve for MAP VI BTRNet’s relationships with their
      suppliers, customers and others having business relations with
      them;

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Access. Until
      the Closing, give MAP VI and its representatives full access to all of the
      properties, books, contracts, commitments and records of BTRNet relating
      to BTRNet, the BTRNet Business and the BTRNet Assets, and furnish to MAP
      VI and its representatives all such information as they may reasonably
      request;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Merger and to preserve and maintain the BTRNet Assets,
      including the BTRNet Material Contracts, notwithstanding the change in
      control of BTRNet arising from the
Merger;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Name Change.
      Forthwith after the Closing, BTRNet and the BTRNet Shareholders shall take
      such steps are required to change the name of MAP VI to “BTRNet
      International, Inc” or such similar name as may be acceptable to the board
      of directors of MAP VI;

            


    

    


    Authorization

    


    6.2              BTRNet
hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting BTRNet to release any and all information in their
possession respecting BTRNet to MAP VI.  BTRNet shall promptly execute
and deliver to MAP VI any and all consents to the release of information and
specific authorizations which MAP VI reasonably require to gain access to any
and all such information.

    


    Survival

    


    6.3              The
covenants set forth in this Article shall survive the Closing for the benefit of
MAP VI.

    


    ARTICLE
7

    


    [INTENTIONALLY
LEFT BLANK]

    


    ARTICLE
8

    CONDITIONS
PRECEDENT

    


    Conditions
Precedent in favor of MAP VI

    


    8.1              MAP
VI’s obligations to carry out the transactions contemplated hereby are subject
to the fulfillment of each of the following conditions precedent on or before
the Closing:

    


    
      	
               
      

            	
              (a)

            	
              all
      documents or copies of documents required to be executed and delivered to
      MAP VI hereunder will have been so executed and
  delivered;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by BTRNet or the BTRNet Shareholders at or prior to the
      Closing will have been complied with or
  performed;

            


    

    


    
      	
               
      

            	
              (c)

            	
              title
      to the BTRNet Shares held by the BTRNet Shareholders and to the BTRNet
      Assets will be free and clear of all mortgages, liens, charges, pledges,
      security interests, encumbrances or other claims whatsoever, save and
      except as disclosed herein;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      Certificate of Merger shall be executed by BTRNet in form acceptable for
      filing with the Delaware Secretary of
State;

            


    

    


    
      	
               
      

            	
              (e)

            	
              subject
      to Article 9 hereof, there will not have
  occurred

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              any
      material adverse change in the financial position or condition of BTRNet,
      its liabilities or the BTRNet Assets or any damage, loss or other change
      in circumstances materially and adversely affecting BTRNet, the BTRNet
      Business or the BTRNet Assets or BTRNet's right to carry on the BTRNet
      Business, other than changes in the ordinary course of business, none of
      which has been materially adverse,
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to BTRNet or the BTRNet Business (whether or not
      covered by insurance) materially and adversely affecting BTRNet, the
      BTRNet Business or the BTRNet
Assets;

            


    

    


    
      	
               
      

            	
              (f)

            	
              BTRNet
      will have caused the Additional BTRNet Disclosure to be prepared and
      delivered to MAP VI; and

            


    

    


    
      	
               
      

            	
              (g)

            	
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any.

            


    

    


    Waiver
by MAP VI

    


    8.2              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of MAP VI and any such condition may be waived in whole or in
part by MAP VI at or prior to the Closing by delivering to BTRNet a written
waiver to that effect signed by MAP VI. In the event that the conditions
precedent set out in the preceding section are not satisfied on or before the
Closing, MAP VI shall be released from all obligations under this
Agreement.

    


    Conditions
Precedent in Favor of BTRNet and the BTRNet Shareholders

    


    8.3              The
obligations of BTRNet and the BTRNet Shareholders to carry out the transactions
contemplated hereby are subject to the fulfillment of each of the following
conditions precedent on or before the Closing:

    


    
      	
               
      

            	
              (a)

            	
              all
      documents or copies of documents required to be executed and delivered to
      BTRNet hereunder will have been so executed and
  delivered;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by MAP VI at or prior to the Closing will have been
      complied with or performed;

            


    

    


    
      	
               
      

            	
              (c)

            	
              MAP
      VI will have delivered the Acquisition Shares to be issued pursuant to the
      terms of the Merger to BTRNet at the Closing and the Acquisition Shares
      will be registered on the books of MAP VI in the names of the holders of
      BTRNet Shares at the Effective
Time;

            


    

    


    
      	
               
      

            	
              (d)

            	
              title
      to the Acquisition Shares will be free and clear of all mortgages, liens,
      charges, pledges, security interests, encumbrances or other claims
      whatsoever;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      Certificate of Merger shall be executed by the Acquirer in form acceptable
      for filing with the Delaware Secretary of
State;

            


    

    


    
      	
               
      

            	
              (f)

            	
              subject
      to Article 9 hereof, there will not have
  occurred

            


    

    


    
      	
               
      

            	
              (i)

            	
              any
      material adverse change in the financial position or condition of MAP VI,
      its subsidiaries, their liabilities or the MAP VI Assets or any damage,
      loss or other change in circumstances materially and adversely affecting
      MAP VI, the MAP VI Business or the MAP VI Assets or MAP VI’ right to carry
      on the MAP VI Business, other than changes in the ordinary course of
      business, none of which has been materially adverse,
  or

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to MAP VI or the MAP VI Business (whether or not
      covered by insurance) materially and adversely affecting MAP VI, its
      subsidiaries, the MAP VI Business or the MAP VI
  Assets;

            


    

    


    
      	
               
      

            	
              (h)

            	
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any;

            


    

    


    
      	
               
      

            	
              (i)

            	
              MAP
      VI will have delivered the Audited MAP VI Financial Statements to BTRNet;
      and

            


    

    


    
      	
               
      

            	
              (j)

            	
              the
      satisfaction of all liabilities of MAP VI on or prior to the Closing
      Date.

            


    

    


    Waiver
by BTRNet and the BTRNet Shareholders

    


    8.4              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of BTRNet and the BTRNet Shareholders and any such condition
may be waived in whole or in part by BTRNet or the BTRNet Shareholders at or
prior to the Closing by delivering to MAP VI a written waiver to that effect
signed by BTRNet and the BTRNet Shareholders. In the event that the conditions
precedent set out in the preceding section are not satisfied on or before the
Closing, BTRNet and the BTRNet Shareholders shall be released from all
obligations under this Agreement.

    


    Nature
of Conditions Precedent

    


    8.5              The
conditions precedent set forth in this Article are conditions of completion of
the transactions contemplated by this Agreement and are not conditions precedent
to the existence of a binding agreement. Each party acknowledges receipt of the
sum of $1.00 and other good and valuable consideration as separate and distinct
consideration for agreeing to the conditions of precedent in favor of the other
party or parties set forth in this Article.

    


    Termination

    


    8.6              Notwithstanding
any provision herein to the contrary, if the Closing does not occur on or before
November 30, 2008, this Agreement will be at an end and will have no further
force or effect, unless otherwise agreed upon by the parties in
writing.

    


    Confidentiality

    


    8.7           Notwithstanding
any provision herein to the contrary, the parties hereto agree that the
existence and terms of this Agreement are confidential and that if this
Agreement is terminated pursuant to the preceding section the parties agree to
return to one another any and all financial, technical and business documents
delivered to the other party or parties in connection with the negotiation and
execution of this Agreement and shall keep the terms of this Agreement and all
information and documents received from BTRNet and MAP VI and the contents
thereof confidential and not utilize nor reveal or release same.

    


    ARTICLE
9

    RISK

    


    Material
Change in the Business of BTRNet

    


    9.1              If
any material loss or damage to the BTRNet Business occurs prior to Closing and
such loss or damage, in MAP VI's reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, MAP VI shall, within two (2) days
following any such loss or damage, by notice in writing to BTRNet, at its
option, either:


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (a)

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      MAP VI's obligations to carry out the transactions contemplated hereby, be
      vested in BTRNet or otherwise adequately secured to the satisfaction of
      MAP VI on or before the Closing
Date.

            


    

    


    Material
Change in the MAP VI Business

    


    9.2              If
any material loss or damage to the MAP VI Business occurs prior to Closing and
such loss or damage, in BTRNet's reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, BTRNet shall, within two (2) days
following any such loss or damage, by notice in writing to MAP VI, at its
option, either:

    


    
      	
               
      

            	
              (a)

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      BTRNet's obligations to carry out the transactions contemplated hereby, be
      vested in MAP VI or otherwise adequately secured to the satisfaction of
      BTRNet on or before the Closing
Date.

            


    

    


    ARTICLE
10

    CLOSING

    


    Closing

    


    10.1              The
Merger and the other transactions contemplated by this Agreement will be closed
at the Place of Closing in accordance with the closing procedure set out in this
Article.

    


    Documents
to be Delivered by BTRNet

    


    10.2              On
or before the Closing, BTRNet and the BTRNet Shareholders will deliver or cause
to be delivered to MAP VI:

    


    
      	
               
      

            	
              (a)

            	
              the
      original or certified copies of the charter documents of BTRNet and all
      corporate records documents and instruments of BTRNet and all books and
      accounts of BTRNet;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      reasonable consents or approvals required to be obtained by BTRNet for the
      purposes of completing the Merger and preserving and maintaining the
      interests of BTRNet under any and all BTRNet Material Contracts and in
      relation to BTRNet Assets;

            


    

    


    
      	
               
      

            	
              (c)

            	
              certified
      copies of such resolutions of the shareholders and directors of BTRNet as
      are required to be passed to authorize the execution, delivery and
      implementation of this Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              an
      acknowledgement from BTRNet and the BTRNet Shareholders of the
      satisfaction of the conditions precedent set forth in section 8.3
      hereof;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      Certificate of Merger, duly executed by BTRNet;
  and

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (f)

            	
              such
      other documents as MAP VI may reasonably require to give effect to the
      terms and intention of this
Agreement.

            


    

    


    Documents
to be Delivered by MAP VI

    


    10.3              On
or before the Closing, MAP VI shall deliver or cause to be delivered to BTRNet
and the BTRNet Shareholders:

    


    
      	
               
      

            	
              (a)

            	
              share
      certificates representing the Acquisition Shares duly registered in the
      names of the holders of shares of BTRNet Common
  Stock;

            


    

    


    
      	
               
      

            	
              (b)

            	
              certified
      copies of such resolutions of the directors of MAP VI as are required to
      be passed to authorize the execution, delivery and implementation of this
      Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              a
      certified copy of a resolution of the directors of MAP VI dated as of the
      Closing Date appointing the nominees of BTRNet as officers of
      BTRNet;

            


    

    


    
      	
               
      

            	
              (d)

            	
              an
      undated resolution of the directors of MAP VI appointing the nominee of
      the BTRNet Shareholders listed below in Article 11 to the board of
      directors of MAP VI;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Reserved;

            


    

    


    
      	
               
      

            	
              (f)

            	
              an
      acknowledgement from MAP VI of the satisfaction of the conditions
      precedent set forth in section 8.1
hereof;

            


    

    


    
      	
               
      

            	
              (g)

            	
              the
      Certificate of Merger, duly executed by the
  Acquirer;

            


    

    


    
      	
               
      

            	
              (h)

            	
              such
      other documents as BTRNet may reasonably require to give effect to the
      terms and intention of this
Agreement.

            


    

    


    ARTICLE
11

    POST-CLOSING
MATTERS

    


    Forthwith after the Closing, MAP VI,
BTRNet and the BTRNet Shareholders, as the case may be, agree to use all their
best efforts to:

    


    
      	
               
      

            	
              (a)

            	
              file
      the Certificate of Merger with Secretary of State of the State of
      Delaware;

            


    

    


    
      	
               
      

            	
              (b)

            	
              within
      20 days of the Closing, take such steps are required to initiate the
      change of the name of MAP VI to “BTRNet International, Inc” or such
      similar name as may be acceptable to the board of directors of MAP
      VI;

            


    

    


    ARTICLE
12

    GENERAL
PROVISIONS

    


    Arbitration

    


    12.1           The
parties hereto shall attempt to resolve any dispute, controversy, difference or
claim arising out of or relating to this Agreement by negotiation in good
faith.  If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of New York, New
York.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    Notice

    


    12.2              Any
notice required or permitted to be given by any party will be deemed to be given
when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
telecopy. Any notice delivered by mail shall be deemed to have been received on
the fourth business day after and excluding the date of mailing, except in the
event of a disruption in regular postal service in which event such notice shall
be deemed to be delivered on the actual date of receipt. Any notice delivered
personally or by telecopy shall be deemed to have been received on the actual
date of delivery.

    


    Addresses
for Service

    


    12.3              The
address for service of notice of each of the parties hereto is as
follows:

    


    
      	
               
      

            	
              (a)

            	
              MAP
      VI or the Acquirer:

            


    

    


    MAP VI,
Inc.

    25
Highland Boulevard

    Dix
Hills, New York 11746

    


    With a
copy to:

    


    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd
Floor

    New York,
New York 10006

    Attn:  Richard
Friedman, Esq.

    Phone:  (212)
930-9700

    Telecopy:  (212)
930-9725

    


    
      	
               
      

            	
              (b)

            	
              BTRNet
      or the BTRNet Shareholders:

            


    

    


    BusinessTalkRadio.Net,
Inc.

    401
Shippan Avenue

    2nd
Floor

    Stamford,
CT   06902

    


    Change
of Address

    


    12.4              Any
party may, by notice to the other parties change its address for notice to some
other address in the United States and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.

    


    Further
Assurances

    


    12.5              Each
of the parties will execute and deliver such further and other documents and do
and perform such further and other acts as any other party may reasonably
require to carry out and give effect to the terms and intention of this
Agreement.

    


    Time
of the Essence

    


    12.6              Time
is expressly declared to be the essence of this Agreement.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    Entire
Agreement

    


    12.7              The
provisions contained herein constitute the entire agreement among BTRNet, the
BTRNet Shareholders, the Acquirer and MAP VI respecting the subject matter
hereof and supersede all previous communications, representations and
agreements, whether verbal or written, among BTRNet, the BTRNet Shareholders,
the Acquirer and MAP VI with respect to the subject matter hereof.

    


    Enurement

    


    12.8              This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.

    


    Assignment

    


    12.9              This
Agreement is not assignable without the prior written consent of the parties
hereto.

    


    Counterparts

    


    12.10              This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies of
this Agreement by telecopy will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.

    


    Applicable
Law

    


    12.11              This
Agreement is subject to the laws of the State of Delaware.

    


    [Remainder
of page intentionally left blank.]


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 
      	 	 	
                                                                        MAP
      VI, INC.

                                                                      
	 
      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	
                                                                        By:

                                                                      	
                                                                        /s/

                                                                      
	 
      	 	 	
                                                                        Steven
      Y. Moskowitz

                                                                      
	 
      	 	 	
                                                                        Chief
      Executive Officer

                                                                      
	 
      	 	 	 
      
	
                                                                        Witness

                                                                      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	
                                                                        Name

                                                                      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	
                                                                        Address

                                                                      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	
                                                                         

                                                                      	
                                                                         

                                                                      	BUSINESSTALKRADIO.NET,
	
                                                                         

                                                                      	 	ACQUISITION
    CORP.
	 
      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	
                                                                        By: 

                                                                      	
                                                                        /s/

                                                                      
	 
      	 	 	
                                                                        Steven
      Y. Moskowitz

                                                                      
	 
      	 	 	
                                                                        Chief
      Executive Officer

                                                                      
	 
      	 	 	 
      
	
                                                                        Witness

                                                                      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	
                                                                        Name

                                                                      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	
                                                                        Address

                                                                      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	
                                                                         

                                                                      	 	 	BUSINESSTALKRADIO.NET,
      INC.  
	 
      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	
                                                                        By: 

                                                                      	
                                                                        /s/

                                                                      
	 
      	 	 	
                                                                        Michael
      Metter

                                                                      
	 
      	 	 	
                                                                        Chief
      Executive Officer

                                                                      
	 
      	 	 	 
      
	
                                                                        Witness

                                                                      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	
                                                                        Name

                                                                      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	
                                                                        Address

                                                                      	 	 	 
      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      
 

    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    SHAREHOLDERS

    


    Shareholder
list to follow.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    Schedule
“C”

    MAP
VI Accounts Payable and Liabilities

    


    None.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

    


    Schedule
“D”

     MAP
VI Accounts Receivable

    


    None.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Schedule
“E”

    MAP
VI Bank Accounts

    


    None.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    Schedule
“F”

    MAP
VI Debts to Related Parties

    


    None.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    Schedule
“G”

    MAP
VI Equipment

    


    None.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    Schedule
“H”

    MAP
VI Insurance Policies

    


    None.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    Schedule
“I”

    MAP
VI Inventory

    


    None.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    Schedule
“J”

    MAP
VI Material Contracts

    


    None.



    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    Schedule
5.1

    


    BusinessTalkRadio.Net,
Inc. Options, Warrant or Other Rights

    


    None.


    
      
         


      

      
        37