ASSET
      PURCHASE AGREEMENT

     

    THIS
      ASSET PURCHASE AGREEMENT
      (the
      "Agreement") is executed as of December 2, 2008, by and among GRUPO
      GRANDIOSO, LLC,
      a
      limited liability company organized in California ("Seller"), Jeffrey
      Alan Schwartz,
      the
      managing member of Seller ("JAS"), and ASIANADA,
      INC.,
      a
      Delaware corporation ("Buyer") (collectively, the "Parties").

     

    RECITALS

     

    WHEREAS,
      the
      Seller is the owner and operator of various sites currently accessible at the
      information resource locations set forth on Schedule 1B attached hereto (the
      “Sites”) on the World Wide Web (as defined below) part of the Internet and
      certain software programs related to the operation of such Sites as more
      particularly described herein; and 

     

    WHEREAS,
      the Seller has the current registrations with eNom, Inc. (“eNom”) to the domain
      names of the Sites reflected on Schedule 1B attached hereto (the “Domain
      Names”); and

     

    WHEREAS,
      the Seller desires to sell and the Buyer desires to purchase the Purchased
      Assets (as defined below) and Seller desires to transfer its rights to the
      Purchased Assets to the Buyer and Buyer desires to acquire such rights from
      Seller upon the terms and conditions set forth herein;
      and

     

    WHEREAS,
      in order to induce Buyer to purchase such assets, properties and rights of
      Seller, JAS, who has served as the principal manager of Seller and who will
      receive a direct, tangible and material benefit from the transactions
      contemplated by this Agreement by virtue of the fact that JAS, and/or a
      revocable trust established by JAS for the benefit of his family, owns all
      of
      the issued and outstanding membership or other equity interests of Seller,
      and
      is willing to be party to this Agreement as set forth herein. 

    


    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter set forth, the Parties hereto agree as
      follows:

    


    ARTICLE
      1

     

    DEFINITIONS

     

    For
      purposes of this Agreement, the following terms shall have the following
      meanings:

     

    "Accounts
      Receivable" shall mean the amounts owing to Seller as of the Closing Date for
      goods sold or services provided prior to Closing, whether or not Seller has
      submitted an invoice for such goods or services, or for goods to be sold or
      services to be provided after the Closing for which Seller has submitted an
      invoice.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    "Assumed
      Liabilities" shall mean only the duties, liabilities or obligations of Seller,
      if any, arising after the Closing Date in connection with the items identified
      on Schedule
      1A,
      except
      as otherwise noted on Schedule
      1A,
      and
      shall specifically exclude, among other things, (i) any liabilities for
      employment, income, sales, property or other Taxes incurred or accrued by Seller
      or JAS, including without limitation as a result of this transaction;
      (ii) any fees or expenses incurred by Seller or JAS in connection with this
      transaction; (iii) any liabilities for sums borrowed from banks or other
      Persons (other than term notes for trade payables), including any interest
      thereon or expenses related thereto; (iv) any debt, payables or other
      liabilities to Related Persons other than as set forth on Schedule
      1A;
      (v) any
      liabilities related to any employee benefit plan, including, without limitation,
      any 401(k), profit sharing or pension plan, whether or not sponsored by Seller;
      and (vi) any litigation pending against Seller.

     

    "Closing"
      shall mean the consummation of the purchase and sale transaction described
      herein.

     

    "Closing
      Date" shall mean the date on which the Closing occurs, as specified in Section
      2.4.

     

    "Customer
      List" shall mean the list of the names and addresses of the customers of the
      Seller.

     

    "Governmental
      Entity" shall mean any court, administrative agency, commission, state,
      municipality or other governmental authority or instrumentality, domestic or
      foreign, national or international.

     

    "Liens"
      shall mean, with respect to the Purchased Assets, all liabilities, claims,
      liens, charges, pledges, security interests, options, restrictions or other
      encumbrances of any kind.

     

    "Material
      Adverse Effect" shall mean a material adverse effect on the results of
      operations, financial condition or prospects of the Seller or the Purchased
      Assets.

     

    "Person"
      shall be construed broadly and shall include an individual, a partnership,
      a
      corporation, a limited liability company, an association, a joint stock company,
      a trust, a joint venture, an unincorporated organization or a Governmental
      Entity (or any department, agency or political subdivision thereof).


     

    "Purchased
      Assets" shall mean the Domain Names and all of the other assets, if any,
      identified on Schedule
      1B,
      including, but not limited to (i) the Vendor List; (ii) all uniform resource
      locators associated with the Domain Names of the Seller, including, without
      limitation, the Sites together with all content of such Sites; (iii)
all
      right, title and interest of Seller in and to all intellectual property rights
      relating to the Purchased Assets, including without limitation patents, patent
      applications, patent rights, trademarks, trademark applications, trade names,
      service marks, service mark applications, copyrights, copyright applications,
      franchises, licenses, databases, domain names, pages on the World Wide Web,
      computer programs and other computer software, including the software program
      further described on Schedule 1B (the “Software Program”), secrets, customer
      lists, proprietary technology, processes and formulae, source code, object
      code,
      algorithms, architecture, structure, display screens, layouts, development
      tools, instructions, templates, marketing materials, inventions, trade dress,
      logos and designs, and all documentation and all media constituting, describing
      or relating to the foregoing including but not limited to recommended product
      features; (iii) all books, payment records; accounts; correspondence; production
      records; technical, accounting and procedural manuals; development and design
      data; and other useful business records utilized in the conduct of or relating
      to the Purchased Assets (collectively “Records”).
      

     

    
      
         

      

      
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    "Related
      Person" shall mean any officer, director, manager, member, employee or
      consultant of Seller, or any holder of five percent (5%) or more of any class
      of
      capital stock of Seller, or any member of the immediate family of any such
      officer, director, manager, member employee, consultant, owner or shareholder,
      or any entity controlled by any such officer, director, manager, member,
      employee, consultant, owner or shareholder, or a member of the immediate family
      of any such officer, director, manager, member, employee, consultant, owner
      or
      shareholder. 

     

    "Taxes"
      (or "Tax" where the context requires) shall mean all federal, state, county,
      city, local, foreign and other taxes (including,
      without
      limitation, premium, excise, value added, sales, use, occupancy, gross receipts,
      franchise, ad valorem, severance, capital levy, production, transfer,
      withholding, employment, unemployment compensation, payroll-related and property
      taxes, import duties and other governmental charges and assessments), whether
      or
      not measured in whole or in part by net income, including deficiencies,
      interest, additions to tax or interest or penalties with respect
      thereto.

     

    “Vendor
      List” shall mean those vendors set forth on Schedule 1C. 

     

    “World
      Wide Web” means
      the
      specific part of the Internet that contains, among other things, documents
      written in HTML and from which a World Wide Web document can provide links
      to
      other documents on the Internet.

    


    ARTICLE
      2

     

    SALE
      OF ASSETS; CLOSING

     

    Section
      2.1.
      Sale
      of Assets.
      At the
      Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer,
      free
      and clear of all Liens, good and marketable title to all of the Purchased
      Assets. 

     

    Section
      2.2.
      Consideration.
      In
      addition to the assumption of the Assumed Liabilities, the aggregate
      consideration to be paid by Buyer to Seller at Closing will be (a) a warrant
      to
      purchase 1,800,000 shares of common stock of Buyer at an exercise price of
      $1.25
      per share, which warrant shall be in substantially the form attached hereto
      as
Exhibit
      A
      (the
“Warrant”) and (b) an unsecured contingent promissory note of Seller, with an
      initial principal balance of $1,000,000, in substantially the form attached
      hereto as Exhibit
      B
      (the
“Note”).

     

    Section
      2.3.
      Buyer's
      Assumption of Liabilities.
      On the
      terms and subject to the conditions set forth in this Agreement, and in further
      consideration of the transfer of the Purchased Assets, at the Closing Buyer
      shall assume only those duties, liabilities or obligations of Seller included
      in
      the Assumed Liabilities, if any.

     

    
      
         

      

      
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    Section
      2.4.
      Closing.
      The
      Closing shall take place (via facsimile, telephone, mail and other mutually
      acceptable means of communication and delivery) on the date hereof or at such
      other time and location as the Parties hereto shall agree in
      writing.

     

    Section
      2.5.
      Deliveries
      by Seller and JAS at Closing.
      At the
      Closing, Seller shall convey, transfer, assign and deliver to Buyer all of
      the
      Purchased Assets, including good and merchantable title to all personal property
      included therein, free and clear of all Liens. Seller and JAS shall deliver
      to
      Buyer:

     

    (a) A
      certificate of Seller and JAS, dated as of the Closing Date, certifying in
      such
      detail as Buyer may specify to the fulfillment of the conditions specified
      in
      Section 6.1;

     

    (b) Evidence
      of the assignment of the name “Recycler Publishing Network” to Buyer and
      documents sufficient to effectuate such change and to convey all rights in
      such
      name to Buyer; 

     

    (c) Bill
      of
      Sale in the form of Exhibit
      C,
      and
      such assignments and other instruments of transfer as may be reasonably
      satisfactory to Buyer's counsel, and with such consents to the conveyance,
      transfer and assignment thereof as may be necessary to effect the conveyance,
      transfer, assignment and delivery of the Purchased Assets and to vest in Buyer
      the title specified in this Section and to assure to Buyer the full benefit
      of
      the Purchased Assets, including without limitation:

     

    (i) the
      transfer of all registered Intellectual Property rights (as the term
      Intellectual Property is defined in Section 3.12 hereof) and applications
      therefor, 

     

    (ii) the
      transfer of the Domain Names to the Buyer, by execution and delivery to the
      Buyer of an Assignment of Domain Names, Trademarks and Related Rights,
      substantially in the form attached hereto as Exhibit
      D,
      and any
      other documents necessary to facilitate the transfer of the Domain Names to
      the
      Buyer, and

     

    (iii) the
      proper notification to eNom with respect to the transfer of the Domain Names
      to
      the Buyer, and delivery to the Buyer of evidence of eNom’s receipt of such
      notification;

     

    (d) Assignment
      of the d/b/a Recycler Publishing Network;

     

    (e) An
      employment agreement between JAS and Buyer, in the form attached hereto as
      Exhibit
      E
      (the
“Employment Agreement”);

     

    (f) Good
      Standing Certificates of recent date for Seller from the Secretary of State
      of
      the State of California; and

     

    (g) The
      lock-up agreement referred to in Section 6.10 hereof.

     

    Simultaneously
      with the delivery referred to in this Section, Seller and JAS shall take or
      cause to be taken all such actions as may reasonably be required to put Buyer
      in
      actual possession and operating control of the Purchased Assets.

     

    
      
         

      

      
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    Section
      2.6.
      Deliveries
      by Buyer at Closing.
      At the
      Closing, Buyer shall deliver to Seller:

     

    (a) the
      Assumption Agreement in the form attached hereto as Exhibit
      F,
      fully
      executed by Buyer, pursuant to which Buyer assumes, as of the Closing Date,
      the
      future payment and performance of the Assumed Liabilities;

     

    (b) the
      Warrant;

     

    (c) the
      Note;
      and

     

    (d) the
      Employment Agreement.

    


    ARTICLE
      3

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLER 

     

    AND
      JAS

     

    Seller
      and JAS hereby jointly and severally represent and warrant to Buyer as
      follows:

     

    Section
      3.1.
      Organization
      and Power.
      Seller
      is a limited liability company duly organized, validly existing and in good
      standing under the laws of the State of California. Seller has full power and
      authority to own its properties and conduct the business presently being
      conducted by it. Seller and JAS have full legal power, authority and capacity
      to
      execute this Agreement and to consummate the transactions contemplated by this
      Agreement.

     

    Section
      3.2.
      Authorization.
      The
      execution, delivery and performance of this Agreement by Seller have been duly
      authorized and approved by all requisite action on the part of its managers
      or
      Board of Directors, as applicable, and members. This Agreement constitutes
      the
      valid and binding obligation of Seller and JAS and is enforceable against Seller
      and JAS in accordance with its terms, except as such enforceability may be
      limited by bankruptcy, insolvency, reorganization, moratorium, and other similar
      laws relating to or limiting creditors' rights generally and by equitable
      principles.

     

    Section
      3.3.
      No
      Conflict.
      The
      execution and delivery of this Agreement do not, and the consummation of the
      transactions contemplated hereby and the compliance with the terms hereof will
      not, (a) violate any law, judgment, order, decree, statute, ordinance, rule
      or regulation applicable to Seller or JAS, or any permit, license or approval
      of
      any Governmental Entity, (b) conflict with any provision of Seller's
      articles of organization or operating agreement, (c) result in any
      violation of, and will not conflict with, or result in a breach of any terms
      of,
      or constitute a default under, any mortgage, instrument or agreement to which
      any of JAS or Seller is a party or by which Seller or any of the Purchased
      Assets is bound, or create any Lien upon any of the Purchased Assets, or
      (d) require any notice to, or consent, approval, order or authorization of,
      or the registration, declaration or filing with, any Governmental Entity or
      other third party, except as set forth on Schedule
      3.3.

     

    
      
         

      

      
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    Section
      3.4.
      Title
      to Purchased Assets.
      Except
      as stated on Schedule 3.4,
      Seller
      has good, valid and marketable title to all of the Purchased Assets, free and
      clear of all Liens. No other party has any rights or claims to possession of
      any
      of the Purchased Assets. None of the Purchased Assets are subject to any option,
      contract, arrangement or understanding that would restrict Seller's ability
      to
      transfer the Purchased Assets to Buyer as contemplated herein. Seller
      has a valid registration with eNom to the Domain Name free and clear of any
      liens, claims or encumbrances and such registrations are in full force and
      effect. None of the Seller’s registration and use of the Domain Names has been
      disturbed or placed “on hold” by eNom and no claim (oral or written) has been
      asserted against the Seller adverse to its rights to such Domain
      Names.

     

    Section
      3.5.
      Condition
      of Purchased Assets.
      All of
      the Purchased Assets are in good operating condition and repair, ordinary wear
      and tear excepted, and in the state of maintenance, repair and operating
      condition required for the proper operation and use thereof.

     

    Section
      3.6.
      Litigation.
      There is
      no suit, action or proceeding pending against or affecting Seller or JAS or
      the
      employees of Seller relating to the Purchased Assets, or the transactions
      contemplated hereby, nor is there any such suit, action or proceeding threatened
      against Seller, JAS or any of the employees of Seller. Seller is not subject
      to
      any order of a Governmental Entity.

     

    Section
      3.7.
      Insurance.
      The
      Purchased Assets are insured for Seller's benefit and will continue to be so
      insured through the Closing, in amounts and against risks that are commercially
      reasonable.

     

    Section
      3.8.
      Brokers.
      There
      are no claims for brokerage commissions, finder's fees or similar compensation
      arising out of or due to any act of or on behalf of Seller or JAS in connection
      with the transactions contemplated by this Agreement.

     

    Section
      3.9.
      Compliance:
      Business Practices.
      Seller
      has all necessary licenses, permits and other approvals of Governmental Entities
      necessary to own and operate the Purchased Assets as now conducted, each of
      which is in good standing, and Seller has owned and operated the Purchased
      Assets and properly filed all necessary reports in accordance with applicable
      laws and regulations.

     

    Section
      3.10.
      Absence
      of Undisclosed Liabilities.
      Seller
      does not have any liabilities or obligations, either accrued, contingent or
      otherwise, which are not reflected in this Agreement or the Schedules hereto.
      All liabilities of Seller at the Closing Date are listed on Schedule
      3.10
      hereto.

     

    Section
      3.11.
      Pre-Bill.
      Seller
      has not pre-billed or received prepayment for products to be sold, services
      to
      be rendered, or expenses to be incurred subsequent to the Closing Date.


     

    
      
         

      

      
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    Section
      3.12.
      Intellectual
      Property.
      (a)
Schedule
      3.12
      attached
      hereto contains a description of all U.S. and foreign patents, pending patent
      applications, trademarks, trademark registrations, pending applications for
      trademark registration, service marks, service mark registrations, pending
      applications for service mark registration, trade names, copyrights, pending
      copyright applications and any other intellectual property rights or licenses
      (collectively, the "Intellectual Property") owned or used by Seller in
      connection with the Purchased Assets. Schedule
      3.12
      separately discloses all Intellectual Property under license, all of which
      licenses are assignable to Buyer. No Intellectual Property rights not described
      on Schedule
      3.12
      are
      necessary in connection with the ownership or operation of the Purchased Assets.
      Seller owns the entire right, title and interest in and to, and has the
      exclusive perpetual royalty-free right to use, the Intellectual Property, free
      and clear of all Liens. There are no pending or, to the knowledge of Seller
      and
      JAS, threatened claims against Seller or JAS by any Person with respect to
      any
      of the items, or their use, listed on Schedule
      3.12.
      No
      Person is infringing upon nor has any Person misappropriated the Intellectual
      Property and Seller is not infringing upon the Intellectual Property rights
      of
      any other Person. 

     

    (b) Seller
      employs procedures to maintain the proprietary nature of, and owns and has
      the
      unrestricted right to use all, trade secrets, including know-how, inventions,
      designs, processes, computer software and documentation for such software and
      technical data required for or incident to the development, manufacture,
      operation and sale of all products and services sold or proposed to be sold
      by
      Seller, free and clear of any Liens, including without limitation, all claims
      of
      current and former employees, consultants, officers, directors, owners and
      shareholders of Seller. Each employee and officer of Seller has executed an
      agreement with Seller regarding confidentiality and proprietary information.
      Seller and JAS, after reasonable investigation, are not aware that any of
      Seller’s employees are in violation thereof, and Seller and JAS will use their
      best efforts to prevent any such violation.

    


    (c) Schedule
      3.12
      contains
      a complete and accurate list of all computer software owned by Seller (the
      "Owned Software"), and identifies all contracts and agreements pursuant to
      which
      computer programming services for Seller were performed. Seller has exclusive
      title to the Owned Software, free and clear of all claims, including claims
      or
      rights of employees, agents, consultants, customers, licensees or other parties
      involved in the development, creation, marketing, maintenance, enhancement
      or
      licensing of such computer software. The Owned Software is not dependent on
      any
      Licensed Software (as defined in paragraph (d) below) in order to fully operate
      in the manner in which it is intended. No Owned Software has been published
      or
      disclosed to any other parties, except pursuant to contracts requiring such
      other parties to keep the Owned Software confidential. No such other party
      has
      breached any such obligation of confidentiality.

     

    (d) Schedule
      3.12
      contains
      a complete and accurate list of all software under which Seller is a licensee,
      lessee or otherwise has obtained the right to use such software (the "Licensed
      Software"). Schedule
      3.12
      also
      sets forth a list of all license fees, rents, royalties or other charges that
      Seller is required or obligated to pay with respect to the Licensed Software.
      Seller is in full compliance with all provisions of any license, lease or other
      similar agreement pursuant to which it has rights to use the Licensed Software.
      None of the Licensed Software has been incorporated into or made a part of
      any
      Owned Software or any other Licensed Software. Seller has not published or
      disclosed any Licensed Software to any other party.

     

    
      
         

      

      
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    (e) The
      Owned
      Software and Licensed Software constitute all software currently used in or
      necessary for the ownership and operation of the Purchased Assets (the "Seller
      Software"). The transactions contemplated herein will not cause a breach or
      default under any licenses, leases or similar agreements relating to the Seller
      Software or impair Buyer's ability to use the Seller Software in the same manner
      as such computer software is currently used by Seller. Seller is not infringing
      any intellectual property rights of any other Person with respect to the Seller
      Software, and no other Person is infringing any intellectual property rights
      of
      Seller with respect to the Seller Software or is claiming any right, title
      or
      interest in the Seller Software or any infringement by Seller of any
      intellectual property right which such other Person may possess.

     

    (f) Seller
      has not taken or failed to take any actions under the law of any applicable
      foreign jurisdictions where Seller has marketed or licensed the Seller Software
      that would restrict or limit the ability of Seller to protect, or prevent it
      from protecting, its ownership interests in, confidentiality rights of, and
      rights to market, license, modify or enhance, the Seller Software.

    


    Section
      3.13.
      Contracts.
       Schedule
      3.13
      lists
      all of the contracts, leases, arrangements and understandings including, without
      limitation, sales orders, purchase orders and distribution agreements, which
      relate to the Purchased Assets (the "Contracts"), each of which was entered
      into, arrived at or conducted on behalf of Seller with appropriate authority
      and
      in accordance with Seller's customary practices. None of the sales orders has
      been pre-billed to, or prepaid by, the customer, except in the ordinary course
      of business and consistent with Seller's past practices, nor does any sales
      order contain or entitle the customer to any discount, credit, rebate or
      allowance of any kind or nature that reflects prepayment made by a customer.
      Neither Seller nor the other parties to such Contracts, arrangements and
      understandings are in default thereof and all Contracts are valid and in effect.
      Neither Seller nor JAS has received notice of default under any Contract, and
      neither Seller nor JAS know of any event that has occurred or that is expected
      to occur which (after notice and lapse of time or both) would become a breach
      or
      default under, or otherwise permit unilateral modification, cancellation,
      acceleration or termination of any such Contract. No customer, supplier or
      vendor of Seller has given any notice or made any threat or otherwise revealed
      an intent to cancel or otherwise terminate its relationship with Seller, to
      materially and adversely change the relationship, to substantially reduce the
      volume of business it currently does with Seller or to refuse to renew any
      Contract when it expires.

     

    Section
      3.14.
      Labor.
      Seller
      has no employees and, except as set forth on Schedule
      3.14,
      Seller
      is not, and, as of the Closing Date will not be, a party to any employment
      or
      consulting agreement or to any collective bargaining agreement.

     

    
      
         

      

      
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    Section
      3.15.
      Taxes.

     

    (a) Seller
      has prepared and filed all federal, state, local and foreign returns, estimates,
      information statements and reports ("Returns") relating to any and all Taxes
      concerning or attributable to Seller or the Purchased Assets which Seller is
      required to file on or before the Closing and such Returns were true and
      accurate and were completed in accordance with applicable law when
      filed.

     

    (b) Seller
      has (i) paid all Taxes it is required to pay and (ii) withheld with respect
      to
      its employees all federal and state income taxes, FICA, FUTA and other Taxes
      required to be withheld.

     

    (c) Seller
      has not been delinquent in the payment of any Tax nor is there any Tax
      deficiency outstanding, proposed or assessed against Seller.

     

    (d) No
      audit
      or other examination of any Return of Seller is presently in progress, nor
      has
      Seller been notified of any request for such an audit or other
      examination.

     

    (e) Seller
      does not have any liabilities for unpaid Taxes whether asserted or unasserted,
      contingent or otherwise, and neither Seller nor JAS has any knowledge of any
      basis for the assertion of any such liability attributable to Seller or the
      Purchased Assets.

     

    (f) There
      are
      (and as of immediately following the Closing there will be) no Liens on the
      Purchased Assets relating to or attributable to Taxes.

     

    (g) The
      transactions contemplated herein are not subject to the tax withholding
      provisions of Code Section 3406 or Subchapter A of Chapter 3 of the Code or
      any
      other provision of law.

     

    (h) Seller
      has not made any payments, is not obligated to make any payments, and is not
      a
      party to any agreement that could obligate it to make any payments, that will
      not be fully deductible under Code Section 162(m) or 280G of the Code (or any
      similar provision of foreign, state or local law).

     

    Section
      3.16.
      Powers
      of Attorney.
      No
      Person
      has any power of attorney to act on behalf of Seller in connection with any
      of
      its properties or business affairs other than such powers to so act as normally
      pertain to the officers of Seller.

     

    Section
      3.17. Relationships
      with Related Persons.
      Neither
      Seller or JAS nor any Related Person of Seller or JAS has any interest in any
      property (whether real, personal, or mixed and whether tangible or intangible)
      used in or pertaining to the Purchased Assets. No Seller or JAS or any Related
      Person of Seller or JAS, is, or has owned (of record or as a beneficial owner)
      an equity interest or any other financial or profit interest in, a Person that
      has (a) had business dealings or a material financial interest in any
      transaction with the Seller or (b) engaged in competition with Seller with
      respect to any line of the products or services of Seller (a "Competing
      Business") in any market presently served by Seller, except for less than one
      percent (1%) of the outstanding capital stock of any Competing Business that
      is
      publicly traded on any recognized exchange or in the over-the-counter market.
      No
      Related Person of Seller or JAS is a party to any Contract.

     

    
      
         

      

      
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    Section
      3.18.
      Statements
      not Misleading.
      Seller
      and JAS have disclosed all facts, events or transactions which are material
      to
      the Purchased Assets. No representation or warranty of Seller or JAS or document
      furnished by Seller or JAS hereunder is false or inaccurate in any material
      respect or contains or will contain any untrue statement of a material fact
      or
      omits or will omit to state any fact necessary to make the statements contained
      herein or therein not misleading.

    


    ARTICLE
      4

     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      hereby represents and warrants to Seller, as of the Closing Date, as
      follows:

     

    Section
      4.1.
      Organization
      and Power of Buyer.
      Buyer
      is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Delaware. Buyer has full corporate power and authority
      to
      own its properties and conduct the business presently being conducted by it,
      to
      execute this Agreement, and to consummate the transactions contemplated by
      this
      Agreement.

     

    Section
      4.2.
      Authorization.
      The
      execution, delivery and performance of this Agreement by Buyer have been duly
      authorized and approved by all requisite action on the part of Buyer, and this
      Agreement constitutes the valid and binding obligation of Buyer and is
      enforceable against Buyer in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium, and other similar laws relating to or limiting creditors' rights
      generally and by equitable principles.

     

    Section
      4.3.
      No
      Conflict.
      The
      execution and delivery of this Agreement does not, and the consummation of
      the
      transactions contemplated hereby and the compliance with the terms hereof will
      not, (a) violate any law, judgment, order, decree, statute, ordinance, rule
      or
      regulation applicable to Buyer, or any permit, license or approval of any
      Governmental Entity, (b) conflict with any provision of Buyer's certificate
      of
      incorporation or by-laws, (c) result in any violation of, and will not conflict
      with, or result in a breach of any terms of, or constitute a default under,
      any
      mortgage, instrument or agreement to which Buyer is a party or by which Buyer
      is
      bound, or (d) require any notice to, or consent, approval, order or
      authorization of, or the registration, declaration or filing with, any
      Governmental Entity or other third party, which, in the case of clause (c)
      or
      (d), would have a material adverse effect on Buyer’s ability to consummate the
      transactions contemplated by this Agreement.

     

    
      
         

      

      
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    ARTICLE
      5

     

    COVENANTS

     

    Section
      5.1. Ownership
      of Purchased Assets.
      During
      the period from the date of this Agreement and continuing until the Closing,
      Seller and JAS agree (except as expressly provided in this Agreement or the
      Schedules hereto or to the extent that Buyer shall otherwise consent in writing)
      that:

     

    (a) Seller
      shall not sell, lease or otherwise dispose of, or agree to sell, lease or
      otherwise dispose of, any of the Purchased Assets;

     

    (b) Seller
      shall not enter into or assume any pledge or other title retention agreement,
      or
      permit any Lien to attach upon any of the Purchased Assets;

     

    (c) Seller
      shall maintain and keep in good order and repair in a manner consistent with
      Seller's existing practice, subject to reasonable wear and tear, all of the
      Purchased Assets;

     

    (d) Seller
      shall not solicit or accept advance payments from customers for services or
      goods which are to be performed or delivered by Buyer subsequent to the Closing
      Date, except in the ordinary course of business consistent with prior
      practices;

     

    (e) Seller
      shall not enter into any contract, commitment or agreement which either
      individually or in the aggregate would have a Material Adverse Effect upon
      the
      Purchased Assets, or amend, modify adversely, cancel, rescind, revoke or
      terminate any of the contracts or agreements to be transferred to Buyer
      hereunder;

     

    (f) Seller
      shall take no action that would or might result in any of its representations
      and warranties set forth in this Agreement becoming untrue (including the
      accuracy of the Schedules), any of the conditions to Closing set forth in
      Article 6 not being satisfied, or any of the Purchased Assets becoming
      materially less valuable;

     

    (i) Seller
      shall comply with all laws, rules and regulations of any Governmental Entity
      applicable to the Purchased Assets, own and operate the Purchased Assets and
      shall maintain its good standing under all permits and licenses necessary to
      own
      and operate the Purchased Assets; and

     

    (j) Seller
      shall promptly advise Buyer in writing of the occurrence of any matter or event
      that is material to the Purchased Assets, the Closing conditions or the
      representations and warranties in this Agreement.

     

    Section
      5.2. Access
      to Information.
      From and
      after the date of this Agreement until the Closing Date, Seller and JAS shall
      afford to Buyer and to Buyer's counsel, accountants and other authorized
      representatives, full access to the facilities, properties, contracts, books,
      records, key personnel, customers and suppliers of the Seller and shall allow
      them to examine and obtain copies of any and all documents pertaining or
      relating to the Purchased Assets and Assumed Liabilities in order that Buyer
      and
      its authorized representatives, in conducting the due diligence review, may
      have
      full opportunity to make such reasonable investigations as they shall desire
      to
      make of the affairs of Seller.

     

    
      
         

      

      
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    Section
      5.3.
      Further
      Assurances.
      Seller
      and JAS will provide such other information, and execute and deliver all such
      other and additional instruments, notices, releases, undertakings, consents
      and
      other documents, and will do all such other acts and things, as may be
      reasonably requested by Buyer as necessary to assure to Buyer all the rights
      and
      interests granted or intended to be granted under this Agreement. Seller and
      JAS
      shall take or shall cause to be taken such other reasonable actions as Buyer
      may
      require more effectively to transfer, convey and assign to, and vest in, Buyer,
      and put Buyer in possession of, the Purchased Assets as contemplated by this
      Agreement. In the event that any of the Purchased Assets cannot be fully and
      effectively transferred to Buyer without the consent of a third party or
      parties, and if at the Closing Buyer shall have waived its right to receive
      at
      the Closing such consent, Seller and JAS shall thereafter be obligated to use
      their best efforts to assure to Buyer the benefits of such contract, commitment,
      other arrangement or other Purchased Asset.

     

    Section
      5.4.
      Passage
      of Title and Risk of Loss.
      Legal
      title, equitable title, and risk of loss with respect to the property and rights
      to be transferred hereunder shall not pass to Buyer until the property or right
      is transferred at the Closing and possession thereof is delivered to
      Buyer.

     

    Section
      5.5.
      Transfer
      of Goodwill and Purchased Assets.
      From
      and
      after the Closing Date, Seller and JAS shall, when requested to do so by Buyer,
      provide reasonable good faith assistance to effectuate a smooth transfer of
      the
      Purchased Assets to Buyer.

     

    Section
      5.6.
      Expenses;
      Transfer Taxes.
      All
      costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      expense. Any sales, use, franchise, conveyance or other transfer Tax which
      becomes payable by any of the parties to this Agreement as a result of the
      conveyance and transfer from Seller to Buyer of the Purchased Assets or
      otherwise as a result of the transactions contemplated hereby and any other
      transfer or documentary Taxes or any filing or recording fees applicable to
      such
      conveyance and transfer shall be paid by Seller and JAS, and Seller and JAS
      shall promptly provide Buyer with proof of payment of such Taxes.

     

    Section
      5.7.
      Covenants
      not to Compete.

     

    (a) Non-Competition.
      For the
      Non-Compete Period (as that term is defined below), within the territories
      in
      which Buyer conducts its business at Closing (the "Territory"), neither Seller
      nor JAS shall, directly or indirectly, engage in competition with Buyer or
      an
      affiliate thereof, in any manner or capacity (e.g., as an advisor, principal,
      agent, partner, member, officer, director, stockholder, employee, member of
      any
      association, or otherwise), in any business relating to the Purchased Assets
      to
      be conducted by Buyer or any other business associated therewith and conducted
      by Buyer during the Non-Compete Period (together, the "Competitive Activities"),
      including the design, development, manufacture, distribution, marketing, leasing
      or selling of products, services or systems which are competitive with the
      products, services or systems being sold, marketed or produced by, or which
      are
      under development by, Buyer or an affiliate thereof at the time of the Closing
      or during the Non-Compete Period. Neither Seller nor JAS shall own, participate
      in the ownership of, lend money, guarantee loans, make gifts of money or other
      property, or otherwise lend financial or other assistance in any form to any
      Person, firm, association, partnership, venture, corporation or other business
      entity which is engaged in, or will within the Non-Compete Period engage in,
      any
      of the activities prohibited by this Section 5.7. 

     

    
      
         

      

      
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    (b) Limitation
      on Covenant.
      Ownership by Seller or JAS, as a passive investment, of less than one percent
      (1%) of the outstanding shares of capital stock of any corporation listed on
      a
      national securities exchange or publicly traded in the over-the-counter market
      shall not constitute a breach of this Section 5.7.

     

    (c) Employees.
      During
      the Non-Compete Period, neither Seller nor JAS shall, either on its, his or
      her
      own account or in conjunction with or on behalf of any other Person, firm or
      company, employ, solicit, entice away or attempt to employ, solicit or entice
      away from Buyer any person who at the date hereof is, or at the date of or
      within the year preceding such employment, solicitation, enticement or attempt
      shall have been, an officer, manager, consultant or employee of
      Buyer.

     

    (d) Confidentiality.
      Neither
      Seller nor JAS will at any time hereafter make use of or disclose or divulge
      to
      any Person (other than to officers or employees of Buyer whose province it
      is to
      know the same) any information (other than any information properly available
      to
      the public or disclosed or divulged pursuant to an order of a court of competent
      jurisdiction) relating to Buyer or the Purchased Assets, the identity of the
      customers and suppliers of Buyer, or the products, finances, contractual
      arrangements, business or methods of business of Buyer and shall use his, her
      or
      its best endeavors to prevent the publication or disclosure of any such
      information. Seller and JAS acknowledge that many of the Purchased Assets are
      trade secrets which Buyer has purchased and which Seller and JAS are forever
      restricted from using or disclosing. If, in connection with the business or
      affairs of Seller, Seller or JAS shall have obtained trade secrets or other
      confidential information belonging to any third party under an agreement which
      contained restrictions on disclosure by Seller or JAS, Seller or JAS, as the
      case may be, will not at any time infringe such restrictions.

     

    (e) Injunctive
      Relief.
      Seller
      and JAS acknowledge that any violation of any provision of this Section 5.7
      will
      cause irreparable harm to Buyer, that damages for such harm will be incapable
      of
      precise measurement and that, as a result, Buyer will not have an adequate
      remedy at law to redress the harm caused by such violations. Therefore, in
      the
      event of a violation of Section 5.7 by Seller or JAS, Seller and JAS agree
      that, in addition to its other remedies, Buyer shall be entitled, without the
      necessity of either proof of actual damage or the posting of a bond, to
      injunctive relief, including but not limited to an immediate temporary
      injunction, temporary restraining order and/or preliminary or permanent
      injunction to restrain or enjoin any such violation. 

     

    (f) Severability.
      The
      Parties understand and agree that the covenant set forth in this Section 5.7
      shall be construed as a series of separate covenants not to compete, one
      covenant for each country, state and province within the Territory, one for
      each
      separate line of the Competitive Activities, and one for each month of the
      non-competition period. Should any clause, portion or paragraph of this Section
      5.7 be unenforceable or invalid for any reason, such unenforceability or
      invalidity shall not affect the enforceability or validity of the remainder
      of
      this Section 5.7. Should any particular covenant or restriction, including
      but
      not limited to the covenants and restrictions of Section 5.7(a), 5.7(c) and
      5.7(d), be held to be unreasonable or unenforceable for any reason, including
      without limitation the time period, geographical area and scope of activity
      covered by such covenant, then a court may modify any such covenant or
      restriction in order to give it effect and allow it to be enforced to the
      greatest extent that would be reasonable and enforceable.

     

    
      
         

      

      
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    (g) Acknowledgment.
      Seller
      and JAS acknowledge that this covenant not to compete is a mandatory condition
      precedent to the Closing of the transactions contemplated by this Agreement,
      and
      that, in the absence of the preceding covenant not to compete, Buyer would
      not
      have consented to the Closing.

     

    (h) Non-Compete
      Period.
      

     

    (i) The
      Non-Compete Period for Seller shall be two (2) years after the Closing Date
      or,
      if ordered by a court of competent jurisdiction, one of the periods of time
      listed in clause (iii).

     

    (ii) The
      Non-Compete Period for JAS shall be the longer of two (2) years from the Closing
      Date or two (2) years following termination of employment with Buyer or an
      affiliate thereof, or, if ordered by a court of competent jurisdiction, one
      of
      the periods of time listed in clause (iii).

     

    (iii) If
      ordered by a court of competent jurisdiction, the Non-Compete Period for Seller
      or JAS shall be one of the following periods of time:

     

    (A) two
      (2)
      years from the Closing Date;

     

    (B) one
      (1)
      year and six (6) months from the Closing Date;

     

    (C) one
      (1)
      year from the Closing Date; or

     

    (D) six
      (6)
      months from the Closing Date.

     

    Notwithstanding
      anything in this Section 5.7 to the contrary, in the event that the conditions
      for payment under the Note have been met and the Buyer fails to make any
      required payments under the Note when due, pursuant to the terms and subject
      to
      the conditions of the Note, then the Buyer shall be deemed to have automatically
      waived in full any non-competition and non-solicitation restrictions imposed
      on
      Seller and JAS pursuant to this Agreement.

    


    Section
      5.8.
      Consent
      of Third Parties.
      Seller
      and JAS shall obtain, as soon as practicable after the date hereof, but in
      any
      event prior to the Closing Date, the consent in writing of all necessary Persons
      to the transactions contemplated by this Agreement and/or such amendments or
      modifications of such documents as may be required in order that the transfer
      of
      the Purchased Assets hereunder will not result in the termination of, or any
      default under, any contracts, agreements, obligations, leases, permits or
      licenses.

     

    
      
         

      

      
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    Section
      5.9.
       Use
      of Name " Recycler Publishing Network."
      From and
      after the Closing Date, Seller shall cease to use the name "Recycler Publishing
      Network" or any similar name without the prior written consent of
      Buyer.

     

    Section
      5.10.
      No
      Contemporaneous Negotiations.
      Pending
      the Closing, neither Seller nor JAS shall discuss or negotiate with any other
      Person or entertain or consider any inquiries or proposals relating to the
      possible disposition of the Purchased Assets or sale or merger of Seller or
      any
      other transaction that would cause a change of control of Seller. Seller and
      JAS
      will promptly notify Buyer of any inquiry or proposal received by Seller or
      JAS,
      including information as to the identity of the parties making such inquiry
      or
      proposal and the specified terms of such inquiry or proposal, as the case may
      be.

     

    Section
      5.11.
      Taxes.
      

     

    (a) Continuing
      Obligation.
      Seller
      and JAS shall be responsible for and pay when due all of Seller's Taxes
      attributable to, levied or imposed upon or incurred in connection with the
      Purchased Assets or the Seller relating or pertaining to the period (or that
      portion of any period) ending on or prior to the Closing Date. Seller and JAS
      shall continue to timely file within the time period for filing, or any
      extension granted with respect thereto, all of Seller's Tax Returns required
      to
      be filed in connection with the Purchased Assets and such Tax Returns shall
      be
      true and correct and completed in accordance with applicable laws. Seller shall
      provide Buyer with copies of such Tax Returns for its review and comment at
      least five (5) business days before such Tax Returns must be filed.

     

    (b) Status
      at Closing.
      At
      Closing, Seller shall have (i) paid all Taxes it is required to pay as of such
      time, and (ii) withheld with respect to its employees all federal and state
      income taxes, FICA, FUTA and other Taxes required to be withheld as of such
      time, if any.

     

    (c) Tax
      Elections.
      No new
      elections with respect to Taxes, or any changes in current elections with
      respect to Taxes, affecting the Purchased Assets shall be made after the date
      of
      this Agreement without the prior written consent of Buyer.

     

    (d) Nonforeign
      Affidavit.
      Seller
      shall furnish Buyer with an affidavit, stating, under penalty of perjury, the
      transferor’s United States taxpayer identification number and that the
      transferor is not a foreign person pursuant to Section 1445(b)(2) of the
      Code.

     

    (e) Cooperation
      and Records Retention.
      Seller
      and Buyer shall each (i) provide the other with such assistance as may
      reasonably be requested by any of them in connection with the preparation of
      any
      Return, audit or other examination by any taxing authority or judicial or
      administrative proceeding relating to liability for Taxes, (ii) retain and
      provide the other with any records or other information which may be relevant
      to
      such Return, audit or examination, proceeding or determination, and (iii)
      provide the other with any final determination of any such audit or examination,
      proceeding or determination that affects any amount required to be shown on
      any
      Return of the other for any period. Without limiting the generality of the
      foregoing, Buyer and Seller shall retain, until the applicable statutes of
      limitations (including any extensions) have expired, copies of all Returns,
      supporting work schedules and other records or information which may be relevant
      to such Returns for all tax periods or portions thereof ending before or
      including the Closing Date and shall not destroy or otherwise dispose of any
      such records without first providing the other party with a reasonable
      opportunity to review and copy the same.

     

    
      
         

      

      
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    ARTICLE
      6

     

    CONDITIONS
      PRECEDENT TO BUYER'S OBLIGATIONS

     

    All
      obligations of Buyer under this Agreement are subject to the fulfillment, prior
      to or at the Closing Date, of each of the following conditions:

     

    Section
      6.1.
      Representations
      and Warranties Accurate.
      All
      representations and warranties of Seller and JAS contained in this Agreement
      shall have been true when made and shall be true at and as of the Closing Date,
      except as otherwise specifically contemplated by this Agreement. Seller and
      JAS
      shall have complied with all covenants and conditions required to be performed
      or complied with by them prior to or at the Closing Date. Seller and JAS shall
      furnish Buyer with an appropriate certificate to the foregoing effect as of
      the
      Closing Date.

     

    Section
      6.2.
      Litigation
      Affecting Closing.
      No
      action, suit or proceeding shall be pending or threatened by or before any
      court
      or Governmental Entity in which it is sought to restrain or prohibit or to
      obtain damages or other relief in connection with this Agreement or the
      consummation of the transactions contemplated hereby.

     

    Section
      6.3.
      Instruments
      of Sale, Etc. 
      Seller
      shall have executed and delivered to Buyer such instruments of sale, conveyance,
      transfer and assignment satisfactory to counsel for Buyer as are necessary
      or
      desirable to vest in Buyer title to all of the Purchased Assets or to confirm
      the status of title to the Purchased Assets, including, without limitation,
      documents sufficient to effectuate the change in Seller's corporate name as
      required by Section 2.5(b) and the assignment of the Purchased Assets listed
      in
      Section 2.5(c).

     

    Section
      6.4.
      Consents.
      All
      authorizations, approvals, permits or consents of any Governmental Entity or
      third Person necessary for the consummation of the transactions contemplated
      by
      this Agreement shall have been duly obtained by Seller and JAS in writing,
      shall
      be effective on the Closing Date, and shall have been delivered to
      Buyer.

     

    Section
      6.5.
      No
      Material Adverse Effect.
      There
      shall not have occurred any event listed in Section 3.16 that would have a
      Material Adverse Effect on the Purchased Assets or the Assumed
      Liabilities.

     

    Section
      6.6.
      Deliveries
      at Closing.
      Seller
      and JAS shall have delivered to Buyer, fully executed by all applicable parties,
      each of the items specified in Section 2.5 of this Agreement.

     

    Section
      6.7.
      Update
      of Schedules.
      Seller
      and JAS shall have updated all of the Schedules hereto as of the Closing
      Date.

     

    Section
      6.8.
      Approval
      by Board of Buyer.
      The
      Board of Directors of Buyer shall have approved this Agreement and the
      transactions contemplated hereby.

     

    
      
         

      

      
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    Section
      6.9. Due
      Diligence.
      Buyer
      shall be satisfied with the results of its due diligence investigation of
      Seller, the Purchased Assets and the Assumed Liabilities.

     

    Section
      6.10. Lock-Up
      Agreement.
      Buyer
      shall have received an executed lock-up agreement from the Seller and JAS,
      to
      the effect that for a period of three years following the Closing, neither
      Seller nor JAS shall, without the written consent of Seller, sell, transfer,
      grant an option to, make a gift of or otherwise dispose of the Warrant or any
      of
      the shares of Buyer common stock acquired in connection with the exercise of
      the
      Warrant or make any short sale of such Buyer common stock.

     

    ARTICLE
      7

     

    CONDITIONS
      PRECEDENT TO SELLER'S

     

    AND
      JAS’S OBLIGATIONS

     

    All
      obligations of Seller and JAS under this Agreement are subject to the
      fulfillment, prior to or at the Closing, of each of the following
      conditions:

     

    Section
      7.1.
      Representations
      and Warranties Accurate.
      All
      representations and warranties of Buyer contained in this Agreement shall have
      been true when made and shall be true in all material respects at and as of
      the
      Closing Date, except as otherwise specifically contemplated by this Agreement.
      Buyer shall have performed and complied in all material respects with all
      covenants and conditions required to be performed or complied with by it prior
      to or at the Closing Date.

     

    Section
      7.2.
      Litigation
      Affecting Closing.
      No
      action, suit or proceeding shall be pending or threatened by or before any
      court
      or Governmental Entity in which it is sought to restrain or prohibit or to
      obtain damages or other relief in connection with this Agreement or the
      consummation of the transactions contemplated hereby.

     

    Section
      7.3.
      Deliveries
      at Closing.
      Buyer
      shall have delivered to Seller or JAS, as applicable, fully executed by Buyer,
      each of the items specified in Section 2.6 of this Agreement.

     

    ARTICLE
      8

     

    TERMINATION

     

    Section
      8.1.
      Termination
      Events.
      This
      Agreement may be terminated by written notice on or before the Closing
      Date:

     

    (a) by
      the
      mutual consent of the parties hereto; or

     

    (b) by
      Buyer,
      if the conditions set forth in Article 6 are not satisfied (or are incapable
      or
      being satisfied) on or before December 31, 2008, without fault of Buyer;
      or

     

    (c) by
      Seller, if the conditions set forth in Article 7 are not satisfied (or are
      incapable of being satisfied) on or before December 31, 2008 without fault
      of
      Seller.

     

    
      
         

      

      
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    Section
      8.2.
      Effect
      of Termination.
      In the
      event of termination of this Agreement as provided in Section 8.1 hereof, this
      Agreement shall forthwith become void and there shall be no liability on the
      part of Buyer, Seller, their respective officers or directors, or JAS, except
      that the agreements contained in Section 8.3 hereof and in paragraphs 6(b),
      10,
      11 and 12 of the letter of intent dated October 24, 2008 among Seller, JAS
      and
      Buyer shall survive the termination hereof.

     

    Section
      8.3.
      Return
      of Documents.
      In the
      event that the sale of the Purchased Assets is not consummated for any reason
      whatsoever, or if this Agreement is terminated for any reason whatsoever, each
      party will return to the other party on a timely basis all documents,
      agreements, instruments or other written information concerning the other party
      that was obtained from such other party.

     

    ARTICLE
      9

     

    INDEMNIFICATION

     

    Section
      9.1.
      Indemnification.
      Seller
      and JAS jointly and severally on the one hand, and Buyer on the other hand,
      shall hold harmless and indemnify one another from and against any and all
      liability, loss or damage, including attorneys' fees and other expenses,
      resulting from the breach by the indemnifying party of its representations,
      warranties and covenants under this Agreement. Seller and JAS, jointly and
      severally, shall hold harmless and indemnify Buyer from and against any and
      all
      liability, loss or damage, including attorneys' fees and other expenses,
      resulting from any liability or obligation of Seller or the Purchased Assets
      as
      owned and operated by Seller through the Closing Date (other than the Assumed
      Liabilities), whether or not such liability or obligation was disclosed to
      Buyer.

     

    Section
      9.2.
      Set-Off.
      Buyer’s
      obligation to make payments under the Note are subject to reduction or
      non-payment due to any claim that Buyer may have against Seller and JAS under
      Section 9.1. 

     

    Section
      9.3.
      Survival.
      The
      representations, warranties and covenants of indemnification contained in this
      Agreement shall survive the Closing, regardless of any investigation or due
      diligence inquiry that may have been made on behalf of the party for whose
      benefit the representations, warranties and covenants were made; 

     

    ARTICLE
      10

     

    MISCELLANEOUS

     

    Section
      10.1.
      Notices.
      All
      notices, demands, consents, requests and other communications required or
      permitted to be given under this Agreement shall be in writing and shall be
      deemed conclusively to have been duly given (a) when hand delivered to the
      other
      party; (b) three business days after such notice has been sent by United States
      mail via pre-paid registered mail, return receipt requested, postage prepaid,
      and addressed to the other party as set forth below; or (c) the next business
      day after such notice has been deposited with a national overnight delivery
      service reasonably approved by the parties (Federal Express and Airborne Express
      are deemed approved by the parties), postage prepaid, addressed to the party
      to
      whom notice is being sent as set forth below with next-business-day delivery
      guaranteed, provided that the sending party receives a confirmation of delivery
      from the delivery service provider; or (d) when received by the recipient party
      when sent by facsimile transmission at the address and number set forth below
      (provided, however, that notices given by facsimile shall not be effective
      unless either (i) a duplicate copy of such facsimile notice is promptly sent
      by
      United Stated Mail with first-class postage prepaid and addressed to the parties
      as set forth below; or (ii) the receiving party delivers a written confirmation
      of receipt for such notice either by facsimile or any other method permitted
      under this Section. Any notice given by facsimile transmission shall be deemed
      received on the next business day if such notice is received after 5:00 p.m.
      (recipient’s time) or on a Saturday, Sunday or national holiday. Unless
      otherwise provided in writing, all notices hereunder shall be addressed as
      follows:

     

    
      
         

      

      
        -
          18 -

        
          

        

      

      
         

      

    

     

    To
      Buyer:

     

    Asianada,
      Inc.

    2121
      Avenue of the Stars, Suite 2550

    Los
      Angeles, CA 90067

    Attention:
      CFO

    


    With
      a
      copy to:

    


    Mintz,
      Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    666
      Third
      Avenue, 25th
      Floor

    New
      York,
      NY 10017

    Attention:
      Kenneth R. Koch

    


    To
      Seller
      or JAS:

    


    Grupo
      Grandioso, LLC

    23679
      Calabasas Road - Suite 773

    Calabasas,
      CA 91302

    Attention:
      Jeffrey Schwartz

    


    With
      a
      copy to: David R. Altshuler, Esq.

    15332
      Antioch Street #840

    Pacific
      Palisades, CA. 90272

    


    Section
      10.2.
      Entire
      Agreement.
      This
      Agreement (including the schedules and exhibits hereto) constitutes the sole
      understanding of the parties with respect to the subject matter
      hereof.

     

    Section
      10.3.
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    
      
         

      

      
        -
          19 -

        
          

        

      

      
         

      

    

     

    Section
      10.4.
      Parties
      in Interest; Assignment.
      This
      Agreement shall inure to the benefit of, and be binding upon, the parties hereto
      and their respective successors and assigns, and any assignment of this
      Agreement or the rights hereunder by Seller or JAS without the prior written
      consent of Buyer shall be void.

     

    Section
      10.5.
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without reference to its conflicts of laws
      principles.

     

    Section
      10.6.
      Schedules
      and Headings.
      All of
      the schedules and exhibits attached hereto are a part of this Agreement and
      all
      of the matters contained therein are incorporated herein by reference. The
      descriptive headings of the several Articles and Sections of this Agreement
      are
      inserted for convenience only and do not constitute part of this
      Agreement.

     

    Section
      10.7.
      Amendment.
      This
      Agreement may be amended only by the parties hereto by any instrument in writing
      signed by or on behalf of each of the parties hereto.

     

    Section
      10.8.
      Waiver.
      Any
      term
      or provision of this Agreement may be waived only in writing by the party or
      parties who are entitled to the benefits being waived.

     

    
      
         

      

      
        -
          20 -

        
          

        

      

      
         

      

    

     

    Section
      10.9.
      Arbitration.
      In
      the
      event of any dispute or controversy arising out of, or relating to, this
      Agreement, the parties hereto agree to submit such dispute or controversy to
      binding arbitration. A sole arbitrator shall be selected from the list (the
      “List”) of arbitrators supplied by J.A.M.S. (“JAMS”) Los Angeles County,
      California office, or any successor entity, or if it no longer exists, from
      a
      List supplied by the American Arbitration Association (“AAA”) following written
      request by any party hereto. If the parties hereto after notification of the
      other party(ies) to such dispute cannot agree upon an arbitrator within thirty
      (30) days following receipt of the List by all parties to such arbitration,
      then
      either party may request, in writing, that JAMS or AAA, as appropriate, appoint
      an arbitrator within ten (10) days following receipt of such request (the
“Arbitrator”). The arbitration shall take place in Los Angeles County,
      California, at a place and time mutually agreeable to the parties or if no
      such
      agreement is reached within ten (10) days following notice from the Arbitrator,
      at a place and time determined by the Arbitrator. Such arbitration shall be
      conducted in accordance with the Streamlined Arbitration Rules and Procedures
      of
      JAMS then in effect, and Section 1280 et seq. of the California Code of Civil
      Procedure, or if applicable, the Commercial Arbitration Rules of AAA then in
      effect. The parties hereto agree that all actions or proceedings arising in
      connection with this Agreement shall be arbitrated exclusively in Los Angeles
      County, California. The aforementioned choice of venue is intended by the
      parties to be mandatory and not permissive in nature, thereby precluding the
      possibility of litigation between the parties with respect to or arising out
      of
      this Agreement in any jurisdiction other than that specified in this Section.
      Each party hereby waives any right it may have to assert the doctrine of
forum
      non conveniens
      or
      similar doctrine or to object to venue with respect to any proceeding brought
      in
      accordance with this Section, and stipulates that the Arbitrator shall have
      in
      personam
      jurisdiction and venue over each of them for the purpose of litigating any
      dispute, controversy, or proceeding arising out of or related to this Agreement.
      Each party hereby authorizes and accepts service of process sufficient for
      personal jurisdiction in any action against it as contemplated by this Section
      by registered or certified mail, return receipt requested, postage prepaid,
      to
      its address for the giving of notices as set forth in this Agreement. The
      decision of the Arbitrator shall be final and binding on all the parties to
      the
      arbitration, shall be non-appealable and may be enforced by a court of competent
      jurisdiction. In addition to attorneys fees as provided herein, the prevailing
      party shall be entitled to recover from the non-prevailing party reasonable
      costs and expenses. The costs and fees of the arbitration shall be paid by
      the
      non-prevailing party. The Arbitrator may grant any remedy appropriate including,
      without limitation, injunctive relief or specific performance. Prior to the
      appointment of the Arbitrator, any party may seek a temporary restraining order
      or a preliminary injunction from the Los Angeles County Superior Court which
      shall be effective until a final decision is rendered by the Arbitrator.


    


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      is
      a signature page.]

     

    
      
         

      

      
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          21 -

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Asset Purchase
      Agreement as of the date first above written.

    

      
        	
                GRUPO
                  GRANDIOSO, LLC

              	
                ASIANADA,
                  INC.

              
	 	 	 	 	 	 
	
                By:
                  

              	
                /s/
                  Jeffrey A. Schwartz

              	 	
                By:

              	
                /s/
                  Charles Bentz

              	 
	 	
                Jeffrey
                  A. Schwartz

              	
                Name:
                  Charles Bentz

              
	
                Title:
                  Its Managing Member

              	
                Title:
                  Chief Financial Officer

              
	 	 	 	 	 	 
	
                /s/
                  Jeffrey Allan Schwartz

              	 	 	 	 
	
                JEFFREY
                  ALAN SCHWARTZ

              	 	 	 
	
                Individually