Exhibit
        10.1

      


      PRELIMINARY
        CONTRACT OF TRANSFER OF COMPANY BRANCH

      


      With
        the
        present private contract, written in two originals, between Mondobello SAS
        effective in Ravenna Via Farini, henceforth the promissory buyer.

      


      Whereas
        ICC Italy Srl is the titleholder of 4 stores well known to the parties that
        are
        listed here as follows:

      •
in
        TRESCORE BALNEARIO (BG) Via Torre 9/A

      •
in
        RAVENNA (RA) store called FreeLine Viale Farini 64

      •
in
        RAVENNA (RA) store called Mondobello Via Carducci 74/64/52

      •
in
        RAVENNA (RA) locality lido di Adriano Viale Virgilio 97

      


      All
        are
        stores of telephony and some are equipped with phone centers that ICC Italy
        Srl
        holds by force of contract of lease well known to the parties, the premise
        of
        which is agreed and stipulated as follows.

       

      1)
        The
        promissory purchasers pledge to buy for an entity, company, or physical person
        to be named at the moment of the notarial deed to be carried out by October
        31,
        2008, the stores as per the above in the state of being in which they are
        found,
        from the promissory transferor who pledges on the other hand to sell the
        same.

      


      2)
        the
        sale of the company branch shall include the furnishings, systems, and goods
        in
        storage with the exclusion of the information equipment (PCs, printers, cash
        registers, etc.) all for the total figure of € 195,000.00 (one hundred
        ninety-five thousand/00) the sum including the interest on delayed
        payment.

      


      This
        sum
        consists of goods in storage for € 57,446.00 to be verified in detail, and the
        difference from the start up, equipment, and furnishings (details to be provided
        at the time of stipulating the definitive deed). The damage deposits for
        the
        lease remain, to the benefit of the promissory purchasers.

      


      3)
        The
        payment shall be served by a bill of exchange guarantee with signed titles
        by
        all the promissory purchasers together, and the sale will be carried out
        with
        reservation of property up to the balance of what is due.

      


      Upon
        signing the present preliminary agreement 2 payments will be issued of €
12,500.00 (twelve thousand five hundred/00) each, of which, the first will
        be
        dated on the notarial deed and the other 10 days after the same.

      


      For
        residual payment on the deed, 48 payments of € 3,230.00 (three thousand two
        hundred thirty/00) will be issued, each on a monthly basis where the first
        due
        date will be January 20, 2009 and the subsequent ones each month up to the
        balance; except payment of € 15,000.00 (fifteen thousand/00) with a due date of
        April 30, 2009.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      4)
        The
        effects of the notarial deed will begin November 1, 2008. From this date
        the
        promissory purchasers are also transferred the WIND codes. The Parties agree
        that the credits and debts related to the company transferred will remain,
        respectively, in favor of and the burden of the promissory transferor
        Party.

      


      5)
        The
        promissory purchaser Party will enter into all contracts stipulated by the
        promissory seller Party after the date of the notarial deed for the use of
        the
        same business, according to and with the effect of art. 2558 of the Civil
        Code,
        and, in particular, those concerning insurances, electric power, gas, and
        water,
        which bills the Parties will divide squarely with reference to the day’s
        date.

      


      6)
        The
        present contract is intended as a rescinded right if, and hence however
        stipulated, by a cause independent of the will of the Parties, the authorities
        with jurisdiction do not grant the prescribed authorizations. The promissory
        selling party must in such case restore the sum received.

      


      7)
        Expenses and fees for the present act are the burden of the parties in
        equal

      measure.

      


      8)
        For
        all controversies inherent in the interpretation, the validity, and/or execution
        of the present contract the Court of Mantua will have jurisdiction in via
        of
        exclusive right.

      


      Ravenna,
        October 21, 2008

      


      [signatures]