Exhibit 10.1
    

    
      

      

      

      

      

      

      

      AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
    

    
      

      

      BY AND AMONG
    

    
      

      

      SUPERFLY ADVERTISING, INC., A DELAWARE CORPORATION F/K/A MORLEX, INC.,
AND
      ITS WHOLLY-OWNED SUBSIDIARY, SUPERFLY ADVERTISING, INC.,
AN
      INDIANA CORPORATION
    

    
      

      AND
    

    
      

      COMMERCE PLANET, INC., A UTAH CORPORATION,
LEGACY MEDIA
      LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AND
CONSUMER
      LOYALTY GROUP LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
    

    
      

      

      DATED AS OF DECEMBER 16, 2008








    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      TABLE OF CONTENTS
    

    
    	

        	
          
            Page
          

        
	

        	
           
        
	
          ARTICLE I DEFINITIONS
        	
          2
        
	

        	

        	
           
        
	
          Section 1.1.
        	
          Definitions.
        	
          2
        
	
          Section 1.2.
        	
          Other Definitions.
        	
          6
        
	

        	
           
        
	
          ARTICLE II PURCHASE AND SALE
        	
          8
        
	

        	

        	
           
        
	
          Section 2.1.
        	
          Agreement to Purchase and Sell.
        	
          8
        
	
          Section 2.2.
        	
          Assets.
        	
          8
        
	
          Section 2.3.
        	
          Excluded Assets.
        	
          9
        
	
          Section 2.4.
        	
          Assumed Liabilities.
        	
          10
        
	
          Section 2.5.
        	
          Excluded Liabilities.
        	
          10
        
	

        	
           
        
	
          ARTICLE III PURCHASE PRICE; ALLOCATIONS
        	
          12
        
	

        	

        	
           
        
	
          Section 3.1.
        	
          Purchase Price.
        	
          12
        
	
          Section 3.2.
        	
          Allocation of Purchase Price.
        	
          13
        
	
          Section 3.3.
        	
          Allocation of Certain Items.
        	
          13
        
	

        	
           
        
	
          ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARENT AND SELLERS
        	
          14
        
	

        	

        	
           
        
	
          Section 4.1.
        	
          Organization.
        	
          14
        
	
          Section 4.2.
        	
          Authorization; Enforceability; Ownership.
        	
          14
        
	
          Section 4.3.
        	
          Absence of Restrictions and Conflicts.
        	
          14
        
	
          Section 4.4.
        	
          Real Property.
        	
          15
        
	
          Section 4.5.
        	
          Title to Assets; Related Matters.
        	
          15
        
	
          Section 4.6.
        	
          Financial Statements.
        	
          16
        
	
          Section 4.7.
        	
          Accounts Receivable; Indebtedness.
        	
          17
        
	
          Section 4.8.
        	
          No Undisclosed Liabilities.
        	
          17
        
	
          Section 4.9.
        	
          Absence of Certain Changes.
        	
          17
        
	
          Section 4.10.
        	
          Legal Proceedings.
        	
          17
        
	
          Section 4.11.
        	
          Compliance with Law.
        	
          18
        
	
          Section 4.12.
        	
          Seller Contracts.
        	
          18
        
	
          Section 4.13.
        	
          Insurance Policies.
        	
          20
        
	
          Section 4.14.
        	
          Environmental, Health and Safety Matters.
        	
          21
        
	
          Section 4.15.
        	
          Intellectual Property.
        	
          21
        
	
          Section 4.16.
        	
          Transactions with Affiliates.
        	
          22
        
	
          Section 4.17.
        	
          Customer and Supplier Relations.
        	
          23
        
	
          Section 4.18.
        	
          Employee Matters.
        	
          23
        
	
          Section 4.19.
        	
          Permits.
        	
          24
        
	
          Section 4.20.
        	
          Brokers, Finders and Investment Bankers.
        	
          24
        
	
          Section 4.21.
        	
          Taxes.
        	
          24
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          Section 4.22.
        	
          Ethical Practices.
        	
          26
        
	
          Section 4.23.
        	
          Privacy Laws; FTC.
        	
          26
        
	
          Section 4.24.
        	
          Vote Required.
        	
          26
        
	
          Section 4.25.
        	
          No Dissenter’s Rights.
        	
          27
        
	
          Section 4.26.
        	
          Parent Public Filings.
        	
          27
        
	
          Section 4.27.
        	
          Associated Liabilities
        	
          26
        
	
          Section 4.28.
        	
          Disclosure.
        	
          27
        
	

        	
           
        
	
          ARTICLE V REPRESENTATIONS AND WARRANTIES OF SUPERFLY PARENT and
          PURCHASER
        	
          28
        
	

        	

        	
           
        
	
          Section 5.1.
        	
          Organization.
        	
          28
        
	
          Section 5.2.
        	
          Authorization.
        	
          28
        
	
          Section 5.3.
        	
          Absence of Restrictions and Conflicts.
        	
          28
        
	
          Section 5.4.
        	
          Superfly Parent Public Filings.
        	
          29
        
	
          Section 5.5.
        	
          Brokers, Finders and Investment Bankers.
        	
          29
        
	

        	
           
        
	
          ARTICLE VI THE LOAN
        	
          29
        
	

        	

        	
           
        
	
          Section 6.1.
        	
          Loan.
        	
          29
        
	
          Section 6.2.
        	
          Note.
        	
          29
        
	
          Section 6.3.
        	
          Guaranty; Pledge Agreement.
        	
          30
        
	

        	
           
        
	
          ARTICLE VII CERTAIN COVENANTS AND AGREEMENTS
        	
          30
        
	

        	

        	
           
        
	
          Section 7.1.
        	
          Conduct of Business of the Sellers.
        	
          30
        
	
          Section 7.2.
        	
          Inspection and Access to Information.
        	
          33
        
	
          Section 7.3.
        	
          Notices of Certain Events.
        	
          34
        
	
          Section 7.4.
        	
          No Solicitation of Transactions.
        	
          34
        
	
          Section 7.5.
        	
          Reasonable Efforts; Further Assurances; Cooperation.
        	
          35
        
	
          Section 7.6.
        	
          Consents.
        	
          36
        
	
          Section 7.7.
        	
          Public Announcements.
        	
          36
        
	
          Section 7.8.
        	
          Supplements to Schedules.
        	
          37
        
	
          Section 7.9.
        	
          Insurance.
        	
          37
        
	
          Section 7.10.
        	
          Non-Competition and Confidentiality.
        	
          37
        
	
          Section 7.11.
        	
          Risk of Loss.
        	
          39
        
	
          Section 7.12.
        	
          Name Change.
        	
          40
        
	
          Section 7.13.
        	
          Employment Agreements with Key Employees.
        	
          40
        
	
          Section 7.14.
        	
          Registration of Shares; Distribution to Parent Shareholders.
        	
          40
        
	
          Section 7.15.
        	
          Shareholder Consents.
        	
          40
        
	
          Section 7.16.
        	
          Audited Financial Statements; Financial Data.
        	
          41
        
	
          Section 7.17.
        	
          Exhibits.
        	
          41
        
	
          Section 7.18.
        	
          FTC Proceedings
        	
          41
        
	
          Section 7.19.
        	
          Issuance of Parent Common Stock to Superfly Parent/Conversion of Note
        	
          41
        
	

        	

        	
           
        
	
          ARTICLE VIII TAX and employee MATTERS
        	
          42
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          Section 8.1.
        	
          Tax Cooperation.
        	
          42
        
	
          Section 8.2.
        	
          Transfer Taxes.
        	
          42
        
	
          Section 8.3.
        	
          Employees.
        	
          42
        
	

        	
           
        
	
          ARTICLE IX CONDITIONS TO CLOSING
        	
          43
        
	

        	

        	
           
        
	
          Section 9.1.
        	
          Conditions to Each Party’s Obligations.
        	
          43
        
	
          Section 9.2.
        	
          Conditions to Obligations of the Purchaser.
        	
          43
        
	
          Section 9.3.
        	
          Conditions to Obligations of the Sellers and Parent.
        	
          46
        
	

        	
           
        
	
          ARTICLE X CLOSING
        	
          47
        
	

        	
           
        
	
          ARTICLE XI termination
        	
          47
        
	
          Section 11.1.
        	
          Termination.
        	
          47
        
	
          Section 11.2.
        	
          Effect of Termination.
        	
          48
        
	

        	
           
        
	
          ARTICLE XII INDEMNIFICATION
        	
          50
        
	

        	

        	
           
        
	
          Section 12.1.
        	
          Indemnification Obligations of the Sellers and the Parent.
        	
          50
        
	
          Section 12.2.
        	
          Indemnification Obligations of the Purchaser.
        	
          51
        
	
          Section 12.3.
        	
          Indemnification Procedure.
        	
          52
        
	
          Section 12.4.
        	
          Claims Period.
        	
          54
        
	
          Section 12.5.
        	
          Reliance
        	
          54
        
	
          Section 12.6.
        	
          Payment of Claims; Right of Set-off.
        	
          54
        
	

        	
           
        
	
          ARTICLE XIII MISCELLANEOUS PROVISIONS
        	
          55
        
	

        	

        	
           
        
	
          Section 13.1.
        	
          Notices.
        	
          55
        
	
          Section 13.2.
        	
          Schedules and Exhibits.
        	
          56
        
	
          Section 13.3.
        	
          Assignment; Successors in Interest.
        	
          56
        
	
          Section 13.4.
        	
          Number; Gender.
        	
          56
        
	
          Section 13.5.
        	
          Captions.
        	
          56
        
	
          Section 13.6.
        	
          Controlling Law; Amendment.
        	
          56
        
	
          Section 13.7.
        	
          Consent to Jurisdiction, Etc.
        	
          56
        
	
          Section 13.8.
        	
          WAIVER OF JURY TRIAL.
        	
          57
        
	
          Section 13.9.
        	
          Severability.
        	
          57
        
	
          Section 13.10.
        	
          Counterparts; Electronic Signatures.
        	
          57
        
	
          Section 13.11.
        	
          Enforcement of Certain Rights.
        	
          57
        
	
          Section 13.12.
        	
          Waiver.
        	
          58
        
	
          Section 13.13.
        	
          Integration.
        	
          58
        
	
          Section 13.14.
        	
          Cooperation Following the Closing.
        	
          58
        
	
          Section 13.15.
        	
          Transaction Costs.
        	
          58
        
	
          Section 13.16.
        	
          Interpretation; Construction.
        	
          58
        


    

    
      Signatures
Exhibits
Schedules
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      LIST OF EXHIBITS
    

    
    	
          Exhibit A
        	
          Form of Voting Agreement
        
	
          Exhibit B
        	
          Note, Guaranty and Pledge Agreement
        
	
          Exhibit C
        	
          Form of Employment Agreement
        
	
          Exhibit D
        	
          Form of Registration Rights Agreement
        
	
          Exhibit E
        	
          Form of Bill of Sale
        
	
          Exhibit F
        	
          Form of Assignment and Assumption Agreement
        
	
          Exhibit G
        	
          Form of Intellectual Property Assignment
        
	
          Exhibit H
        	
          Form of Escrow Agreement
        


    

    
      LIST OF SCHEDULES
    

    
    	
          Schedule 2.2(a)
        	
          Interests in Real Property
        
	
          Schedule 2.2(b)
        	
          Tangible Assets
        
	
          Schedule 2.2(c)
        	
          Assumed Contracts
        
	
          Schedule 2.2(i)
        	
          Permits
        
	
          Schedule 2.2(l)
        	
          Transferred Insurance Policies
        
	
          Schedule 2.3
        	
          Non-Transferable Permits
        
	
          Schedule 2.4
        	
          Associated Liabilities
        
	
          Schedule 4.1
        	
          Qualifications to Do Business
        
	
          Schedule 4.3
        	
          Governmental Entity Consents
        
	
          Schedule 4.4
        	
          Leased Real Property
        
	
          Schedule 4.5
        	
          Title to Assets
        
	
          Schedule 4.6
        	
          Financial Statements
        
	
          Schedule 4.7
        	
          Accounts Receivable; Indebtedness
        
	
          Schedule 4.8
        	
          Undisclosed Liabilities
        
	
          Schedule 4.9
        	
          Certain Changes
        
	
          Schedule 4.10(a)
        	
          Legal Proceedings
        
	
          Schedule 4.10(b)
        	
          Criminal Sanctions, etc.
        
	
          Schedule 4.11
        	
          Compliance with Law
        
	
          Schedule 4.12(a)
        	
          Seller Contracts
        
	
          Schedule 4.12(b)
        	
          Contract Consents
        
	
          Schedule 4.13(a)
        	
          Insurance Policies
        
	
          Schedule 4.13(b)
        	
          Contracts with Insurance Requirements
        
	
          Schedule 4.14
        	
          Environmental, Health and Safety Matters
        
	
          Schedule 4.15
        	
          Intellectual Property Rights
        
	
          Schedule 4.16
        	
          Transactions with Affiliates
        
	
          Schedule 4.17(a)
        	
          Customer Relations
        
	
          Schedule 4.17(b)
        	
          Supplier Relations
        
	
          Schedule 4.19
        	
          Permits
        
	
          Schedule 4.20
        	
          Brokers, Finders and Investment Bankers Employed by the Parent or
          any Seller
        
	
          Schedule 4.21
        	
          Taxable Years Audited and Assessments
        
	
          Schedule 4.21 (c)
        	
          Tax Years with Audited Returns
        
	
          Schedule 4.23
        	
          Privacy Laws; FTC
        
	
          Schedule 4.26
        	
          Parent Public Filings
        
	
          Schedule 6.2
        	
          Pledged Accounts
        
	
          Schedule 7.13
        	
          Key Employees
        
	
          Schedule 7.18
        	
          Stipulated Order for Permanent Injunction and Settlement of Claims
          for Monetary Relief
        
	
          Schedule 9.2(h)
        	
          Consents
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
    

    
      THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”),
      dated as of December 16, 2008, is made and entered into by and among
      Superfly Advertising, Inc., a Delaware corporation f/k/a Morlex, Inc.
      (the “Superfly Parent”), Superfly Advertising, Inc., an
      Indiana corporation, and a wholly-owned subsidiary of Superfly Parent
      (the “Purchaser”), Commerce Planet, Inc., a Utah
      corporation (the “Parent”), Legacy Media LLC, a California
      limited liability company and wholly-owned subsidiary of the Parent (“Legacy”),
      and Consumer Loyalty Group, LLC, a California limited liability company
      and wholly-owned subsidiary of the Parent (“CLG” and
      collectively with Legacy, the “Sellers”).  Legacy and CLG
      are sometimes individually referred to herein as “Seller”
      and collectively as the “Sellers.”  Superfly Parent, the
      Purchaser, the Parent, Legacy and CLG are sometimes individually
      referred to herein as a “Party” and collectively as the “Parties.”
    

    
      RECITALS
    

    
      A.        Legacy and CLG are in the business of internet marketing and
      advertising.
    

    
      B.        On September 16, 2008, the Parties entered into an asset
      purchase agreement (the “Prior Agreement”) pursuant to
      which the Sellers proposed to sell to the Purchaser, and the Purchaser
      proposed to purchase from the Sellers, certain assets used or held for
      use by the Sellers in the conduct of the Business as a going concern,
      and the Purchaser proposed to assume certain of the liabilities and
      obligations of the Sellers, all as more fully set forth in the Prior
      Agreement and this Agreement (the “Acquisition”).
    

    
      C.        The Parties desire to amend and restate in its entirety the
      Prior Agreement and enter into this Agreement all upon the terms and
      conditions hereinafter set forth.  Upon execution of this Agreement, the
      Parties agree that the Prior Agreement shall no longer be of any force
      or effect.
    

    
      D.        As an inducement and condition to the willingness of Purchaser
      and Superfly Parent to enter into this Agreement, certain shareholders
      of Parent (each, a “Voting Agreement Shareholder” and
      collectively, the “Voting Agreement Shareholders”),
      representing in the aggregate approximately 35% of the issued and
      outstanding shares of common stock, par value $0.001 per share, of the
      Parent (the “Parent Common Stock”), have entered into a
      Voting Agreement, dated as of the date hereof, with Superfly Parent (the
      “Voting Agreement”), pursuant to which each Voting
      Agreement Shareholder has agreed, among other things, to vote such
      Voting Agreement Shareholder’s shares of Parent Common Stock in favor of
      approval of this Agreement, the Acquisition and the transactions
      contemplated hereby, upon the terms and subject to the conditions set
      forth in the Voting Agreement.  A form of the Voting Agreement is
      attached hereto as Exhibit A.
    

    
      D.        The Parties desire to make certain representations, warranties
      and agreements in connection with the Acquisition.
    

    
      NOW, THEREFORE, in consideration of the foregoing and the
      respective representations, warranties, covenants, agreements and
      conditions hereinafter set forth, and intending to be legally bound
      hereby, the Parties agree as follows:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      ARTICLE I
DEFINITIONS
    

    
      Section 1.1.       Definitions.
    

    
      The following Terms, as used herein, have the following meanings:
    

    
      “Affiliate” means, with respect to any Person, (i) a
      director or officer of such person, or a shareholder owning 5% or more
      of the outstanding voting securities of such person, (ii) a spouse,
      parent, sibling or descendant of such person (or spouse, parent, sibling
      or descendant of any director or executive officer of such Persons), and
      (iii) any other Person directly or indirectly controlling, controlled
      by, or under common control with such other Person.  For purposes of
      this definition, “control,” when used with respect to any specified
      Person, means the power to direct the management and policies of such
      Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
      “controlled” have meanings correlative to the foregoing.
    

    
      “Business” means the business of internet marketing and
      advertising conducted by the Sellers, but excluding e-commerce.
    

    
      “Business Day” means any day except Saturday, Sunday or any
      day on which banks are generally not open for business in the City of
      New York.
    

    
      “Code” means the Internal Revenue Code of 1986, as amended.
    

    
      “Contract” means any written or oral contract, loan or
      credit agreement, note, bond, mortgage, indenture, lease, sublease,
      understanding, purchase order or other agreement, instrument,
      concession, franchise or license.
    

    
      “EBITDA” means for any given period, an amount equal to (a)
      the net income of the Business for that period; plus (b) the total of
      the interest, tax, depreciation and amortization expenses used in
      computing net income of the Business for that period as determined in
      accordance with GAAP.
    

    
      “ERISA” means the Employee Retirement Income Security Act
      of 1974, as amended.
    

    
      “Exchange Act” means the Securities Exchange Act of 1934,
      as amended.
    

    
      “FTC” means the Federal Trade Commission.
    

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

    
      “Governmental Entity” means any federal, state or local or
      foreign government or any court, administrative or regulatory agency or
      commission or other governmental authority or agency, domestic or
      foreign.
    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
      “Hazardous Materials” mean any waste, pollutant,
      contaminant, hazardous substance, toxic, ignitable, reactive or
      corrosive substance, hazardous waste, special waste, industrial
      substance, by-product, process intermediate product or waste, petroleum
      or petroleum-derived substance or waste, chemical liquids or solids,
      liquid or gaseous products or any constituent of any such substance or
      waste, the use, handling or disposal of which by the Parent or any
      Seller is in any way governed by or subject to any applicable
      Environmental Law.
    

    
      “Indebtedness” means indebtedness for borrowed money,
      reimbursement obligations with respect to letters of credit and similar
      instruments, obligations incurred, issued or assumed as the deferred
      purchase price of property or services (other than accounts payable
      incurred in the ordinary course of business consistent with past
      practice), obligations under leases that are or should be capitalized
      under GAAP, obligations of others secured (or, for which the holder of
      such indebtedness has an existing right, contingent or otherwise, to be
      so secured) by any Liens on the Assets and obligations in respect of
      guarantees of any of the foregoing or other agreement to maintain any
      financial statement condition of another Person, in each case, whether
      or not matured, liquidated, fixed, or contingent, and without
      duplication.  The term “Indebtedness” shall mean the amount required to
      retire such Indebtedness on the date in question and includes all
      principal, interest, fees, expenses, prepayment penalties and other
      similar obligations owed in respect of any outstanding Indebtedness.
    

    
      “Intellectual Property Right” means all Copyrights,
      Patents, Know-How, Trademarks and other intellectual or proprietary
      rights or property and the rights to obtain renewals, extensions,
      continuations or similar legal protections.  For purposes of this
      definition “Copyrights” shall mean registered or unregistered claims of
      copyright, assignments of copyright, design rights, rights to mask works
      and database rights, and registrations and applications for registration
      of any of the foregoing; “Know-How” shall mean methods, devices,
      technology, software, trade secrets, designs, drawings, know-how,
      show-how, technical and training manuals and documentation, contact
      information, book of business, franchises, customer lists, client lists,
      instructions, marketing materials, advertising records, research
      records, sales and promotional materials, files, correspondences,
      reports, records  and other proprietary information, including
      proprietary processes, procedure, designs and formulae, and invention
      disclosures and rights in inventions; “Patents” shall mean United States
      patents and United States patent applications, continuations,
      continuations-in-part, divisions, reissues, re-exam certificate,
      extensions, and foreign counterparts of such patents and related items;
      and “Trademarks” shall mean (i) United States registered trademarks and
      United States registered service marks, applications for registration of
      such trademarks and service marks, renewal registrations and
      applications for renewal registrations, extensions and foreign
      counterparts of such registered trademarks, registered service marks and
      related items; (ii) unregistered trademarks and service marks; (iii)
      corporate names, business names, logos, fictitious business names, and
      trade names, whether registered or unregistered; and (iv) internet
      domain names and associated addresses and URLs.
    

    
      “IRS” means the Internal Revenue Service of the United
      States.
    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    
      “Knowledge” of any Person means (a) the actual knowledge of
      such Person or its officers and directors and (b) that knowledge which
      should have been acquired by such Person or its officers and directors
      after making such due inquiry and exercising such due diligence as a
      prudent businessperson would have made or exercised in the management of
      his or her business affairs, including due inquiry of those officers,
      directors and key employees of such Person who could reasonably be
      expected to have actual knowledge of the matters in question.
    

    
      “Law” means any law (both common and statutory law and
      civil and criminal law), treaty, convention, rule, directive,
      legislation, ordinance, regulatory code (including, without limitation,
      statutory instruments, guidance notes, circulars, directives, decisions,
      rules and regulations) or similar provision having the force of law or
      an Order of any Governmental Entity or any self regulatory organization.
    

    
      “Liability” means any actual or potential liability or
      obligation (including as related to Taxes), whether known or unknown,
      asserted or unasserted, absolute or contingent, accrued or unaccrued,
      liquidated or unliquidated and whether due or to become due, regardless
      of when asserted.
    

    
      “Lien” means, with respect to any property or asset, any
      mortgage, lien, pledge, charge, security interest, or encumbrance of any
      kind in respect of such property or asset.  For the purposes of this
      Agreement, a Person shall be deemed to own subject to a Lien any
      property or asset which it has acquired or holds subject to the interest
      of a vendor or lessor under any conditional sale agreement, capital
      lease or other title retention agreement relating to such property or
      asset.
    

    
      “Material Adverse Effect” means any state of facts, change,
      event, effect or occurrence that, individually or in the aggregate, is
      or could be reasonably likely to be materially adverse to the condition
      (financial or otherwise), results of operations, prospects, properties,
      assets or liabilities (including, without limitation, contingent
      liabilities) of the Business, the Assets or the Assumed Liabilities
      taken as a whole.  A Material Adverse Effect shall also include any
      state of facts, change, event or occurrence that shall have occurred or
      been threatened that (when taken together with all other adverse state
      of facts, changes, events, effects or occurrences that have occurred or
      been threatened) is or could be reasonably likely to prevent or
      materially delay the performance by a Party of any of their respective
      obligations under this Agreement or the consummation of the transactions
      contemplated hereby; provided that the term “Material Adverse Effect”
      shall not include any change arising from the following events, but only
      to the extent not disproportionately affecting the Business (a) changes
      in the United States or foreign economies or securities markets in
      general, any state, province or locality in which any Party (or any
      subsidiaries of such Party) conducts business or a Party’s industry in
      general, (b) changes in any law, regulation, rule, ordinance, policy,
      mandate, guideline or other requirement of any governmental authority
      (including changes in interpretations of any of the foregoing by courts
      or government entities, agencies or authorities), (c) any adverse change
      in or effect on the business of a Party that is cured in all material
      respects before the Closing Date, (d) changes in GAAP, or (e) acts of
      war, major hostilities or terrorism.
    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    
      “Orders” means judgments, writs, decrees, compliance
      agreements, injunctions or judicial or administrative orders and legally
      binding determinations of any Governmental Entity or arbitrator.
    

    
      “Parent Articles” shall mean the articles of incorporation
      of Parent, as amended, as on file with the Division of Corporations and
      Commercial Code of the State of Utah and in effect as of the date of
      this Agreement.
    

    
      “Parent Bylaws” shall mean the bylaws of Parent as amended
      to date.
    

    
      “Permits” means all permits, licenses, authorizations,
      filings or registrations, franchises, approvals, certificates,
      exemptions, variances and similar rights obtained, or required to be
      obtained, from Governmental Entities.
    

    
      “Permitted Liens” means (a) Liens for Taxes not yet due and
      payable, (b) statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, materialmen and repairmen incurred in the
      ordinary course of business consistent with past practice and not yet
      delinquent and (c) zoning, building, or other restrictions, variances,
      covenants, rights of way, encumbrances, easements and other minor
      irregularities in title, none of which, individually or in the
      aggregate, (i) interfere in any material respect with the present use of
      or occupancy of such parcel by the Parent or any Seller, (ii) have more
      than an immaterial effect on the value thereof or their use or
      (iii) would impair the ability of such parcel to be sold for their
      present use.
    

    
      “Person” means an individual, corporation, partnership,
      limited liability company, association, trust or other entity or
      organization, including a government or political subdivision or an
      agency or instrumentality thereof.
    

    
      “Pre-Closing Tax Period” means any Tax period ending on or
      before the Closing Date.
    

    
      “Proceedings” means actions, suits, claims, reviews, and
      investigations and legal, administrative or arbitration proceedings.
    

    
      “Securities Act” means the Securities Act of 1933, as
      amended.
    

    
      “Seller Employee Benefit Plan” means each plan, fund,
      program, agreement or arrangement (a) with respect to which either
      Seller or Parent has any liability, whether actual or contingent, direct
      or indirect covering the employees of the Business and (b) which provide
      employee benefits or for the remuneration, direct or indirect, of
      employees, former employees, directors, officers, consultants,
      independent contractors, contingent workers or leased employees of the
      Business that together with the Parent or any Seller would be a single
      employer within the meaning of Section 414 of the Code (whether written
      or oral), including, without limitation, each “welfare” plan (within the
      meaning of Section 3(1) of ERISA) and each “pension” plan (within the
      meaning of Section 3(2) of ERISA).
    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    
      “Taxes” means all taxes, assessments, charges, duties,
      fees, levies or other governmental charges (including interest,
      penalties or additions associated therewith), including income,
      franchise, capital stock, real property, personal property, tangible,
      withholding, employment, payroll, social security, social contribution,
      unemployment compensation, disability, transfer, sales, use, excise,
      gross receipts, value-added and all other taxes of any kind imposed by
      any Governmental Entity, whether disputed or not, and any charges,
      interest or penalties imposed by any Governmental Entity.
    

    
      “Tax Return” shall mean any report, return, declaration or
      other information required to be supplied to a Governmental Entity in
      connection with Taxes, including estimated returns and reports of every
      kind with respect to Taxes.
    

    
      “Utah Act” shall mean the Utah Revised Business Corporation
      Act.
    

    
      Section 1.2.       Other
      Definitions.
    

    
      Each of the following terms is defined in the Section set forth opposite
      such term:
    

    
    	
          
            Terms
          

        	
          
            Section
          

        
	

        	
           
        
	
          Acquisition
        	
          Recitals
        
	
          Agreement
        	
          Preamble
        
	
          Ancillary Documents
        	
          4.2(a)
        
	
          Assets
        	
          2.1
        
	
          Assignment and Assumption Agreement
        	
          9.2(g)(ii)
        
	
          Associated Liabilities
        	
          2.4(b)
        
	
          Assumed Contracts
        	
          2.2(c)
        
	
          Assumed Liabilities
        	
          2.4(b)
        
	
          Audited Financial Statements
        	
          4.6(b)
        
	
          Bill of Sale
        	
          9.2(g)(i)
        
	
          Cash
        	
          3.1
        
	
          Channel Marketing
        	
          2.3(g)
        
	
          Claims Period
        	
          12.4
        
	
          CLG
        	
          Preamble
        
	
          Closing
        	
          Article X
        
	
          Closing Date
        	
          Article X
        
	
          Closing Payment
        	
          3.1(b)
        
	
          Customers
        	
          4.17(a)
        
	
          Deposit
        	
          3.1(b)
        
	
          Installment Payment(s)
        	
          3.1(b)
        
	
          Employment Agreement
        	
          7.13
        
	
          Employment Agreements
        	
          7.13
        
	
          Escrow Agent
        	
          3.1(b)
        
	
          Escrow Agreement
        	
          3.1(b)
        
	
          Excluded Assets
        	
          2.3
        
	
          Excluded Liabilities
        	
          2.5
        
	
          Financial Statements
        	
          4.6(b)
        


    

    
      
        

        

      

      
        
          6
        

        
          


        

      

      
        

        

      

    

    
    	
          FTC Claims
        	
          12.1(h)
        
	
          Governmental Approvals
        	
          4.19
        
	
          Guaranty
        	
          6.3
        
	
          Indemnified Party
        	
          12.3(a)
        
	
          Indemnifying Party
        	
          12.3(a)
        
	
          Interim Balance Sheet
        	
          4.6(a)
        
	
          Intellectual Property Assignment Agreement
        	
          9.2(g)(iii)
        
	
          Key Employees
        	
          7.13
        
	
          Leased Real Property
        	
          4.4(a)
        
	
          Legacy
        	
          Preamble
        
	
          Loan
        	
          6.1
        
	
          Material Contracts
        	
          4.12(c)
        
	
          Non-Assignable Contracts
        	
          7.6
        
	
          Non-Compete Period
        	
          7.10
        
	
          Note
        	
          6.2
        
	
          Note Amount
        	
          11.2(a)
        
	
          Owned Real Property
        	
          4.4(a)
        
	
          Parent
        	
          Preamble
        
	
          Parent Board
        	
          7.15
        
	
          Parent Common Stock
        	
          Recital C
        
	
          Parent Termination Fee
        	
          11.2(b)
        
	
          Parties
        	
          Preamble
        
	
          Party
        	
          Preamble
        
	
          Pledged Accounts
        	
          6.2
        
	
          Pledge Agreement
        	
          6.3
        
	
          Purchase Price
        	
          3.1
        
	
          Purchaser
        	
          Preamble
        
	
          Purchaser Common Stock
        	
          3.1
        
	
          Purchaser Indemnified Parties
        	
          12.1
        
	
          Purchaser Losses
        	
          12.1
        
	
          Purchaser Representative(s)
        	
          7.1
        
	
          Purchaser Termination Fee
        	
          11.2(c)
        
	
          SEC
        	
          7.1(s)
        
	
          Seller
        	
          Preamble
        
	
          Seller Indemnified Parties
        	
          12.2
        
	
          Seller Losses
        	
          12.2
        
	
          Sellers
        	
          Preamble
        
	
          Shareholder Consents
        	
          4.24
        
	
          Shares
        	
          3.1
        
	
          Signing Payment
        	
          3.1(b)
        
	
          Superfly Parent
        	
          Preamble
        
	
          Suppliers
        	
          4.17(b)
        
	
          Termination Date
        	
          11.1
        
	
          Termination Shares
        	
          11.2(c)(x)(B)
        
	
          Transfer Taxes
        	
          8.2
        
	
          Transferred Insurance Policies
        	
          2.2(n)
        


    

    
      
        

        

      

      
        
          7
        

        
          


        

      

      
        

        

      

    

    
    	
          Unaudited Balance Sheet
        	
          4.6
        
	
          Unaudited Balance Sheet Date
        	
          4.5
        
	
          Unaudited Financial Statements
        	
          4.6
        
	
          Voting Agreement
        	
          Recital C
        
	
          Voting Shareholder(s)
        	
          Recital C
        
	
          Yearly Financial Statements
        	
          4.6
        


    

    
      ARTICLE II
PURCHASE AND SALE
    

    
      Section 2.1.       Agreement to
      Purchase and Sell.
    

    
      Subject to the terms and conditions of this Agreement, at the Closing
      and except for the Excluded Assets, each Seller shall grant, sell,
      assign, transfer and deliver to the Purchaser, and the Purchaser shall
      purchase and acquire from each Seller, all right, title and interest of
      the Sellers in, to and under the assets, properties and business, of
      every kind and description, wherever located, real, personal or mixed,
      tangible or intangible, owned or held for use or used in the conduct of
      the Business by the Sellers (which assets, properties and rights are
      collectively referred to in this Agreement as the “Assets”),
      free and clear of all Liens, other than Permitted Liens, and the
      Purchaser will assume the Assumed Liabilities (as hereinafter defined).
    

    
      Section 2.2.       Assets.
    

    
      Except as otherwise expressly set forth in Section 2.3, the Assets shall
      include, without limitation, the following assets, properties and rights
      of each Seller as of the close of business on the Closing Date:
    

    
      (a)                     all leases of, easements upon or options for
      easements upon, and other interests in, real property solely or
      primarily used in connection with the Business, as set forth on Schedule
      2.2(a);
    

    
      (b)                     all furniture, fixtures, equipment, inventory,
      computer hardware, and all other tangible assets and personal property,
      which is used or held for use in the operation of the Business,
      including as set forth on Schedule 2.2(b);
    

    
      (c)                     the Contracts and Contract rights of the Sellers
      with respect to the Business set forth on Schedule 2.2(c)
      (collectively, the “Assumed Contracts”);
    

    
      (d)                     all deposits, advances, pre-paid expenses and
      credits relating to the Business;
    

    
      (e)                     all Intellectual  Property Rights relating to
      the Business, including without limitation the names “Legacy Media,”
      “Consumer Loyalty Group” and any similar name or a name containing
      similar terms;
    

    
      (f)                     all goodwill and going concern value of the
      Business;
    

    
      (g)                     except with respect to defenses available in
      respect of any Excluded Liabilities, all rights to causes of action,
      lawsuits, judgments, claims and demands of any nature available to or
      being pursued with respect to the Business, whether arising by way of
      counterclaim or otherwise;
    

    
      
        

        

      

      
        
          8
        

        
          


        

      

      
        

        

      

    

    
      (h)                     all rights in and under all express or implied
      guarantees, warranties, representations, covenants, indemnities and
      similar rights in favor of the Sellers or otherwise relating to the
      Business;
    

    
      (i)                     all Permits, certifications and licenses,
      authorizations, accreditations, qualifications, product or service
      registrations or similar rights to the extent that they are assignable,
      including as set forth on Schedule 2.2(i);
    

    
      (j)                     all accounts receivable related to the Business;
    

    
      (k)                     all information, files, correspondence, records
      (other than corporate records), data, plans, reports, contracts and
      recorded Knowledge, including client and employee files, customer,
      supplier, price and mailing lists, manuals, schematics, formulation, and
      all accounting or other books and records of the Business in whatever
      media retained or stored, including, without limitation, computer
      programs and disks; and
    

    
      (l)                     the Insurance policies set forth on Schedule
      2.2(l) (“Transferred Insurance Policies”);
    

    
      (m)                     all cash and cash equivalents;
    

    
      (n)                     all of the issued and outstanding shares of
      capital stock or equity interests, as applicable, of Proton
      Laboratories, Inc., a Washington corporation, owned by Legacy;
    

    
      (o)                     all rights to pursue Proceedings against
      merchant account holders and to receive any and all proceeds from any
      such Proceeding; and
    

    
      (p)                     all other tangible and intangible assets of any
      kind or description, wherever located, that are carried on the books of
      the Business or which are owned by the Sellers or used or held for use
      in the operations of the Business or shown on the Unaudited Balance
      Sheet that have not been disposed of by the Business since the Unaudited
      Balance Sheet Date in the ordinary course of business in accordance with
      past practices.
    

    
      Section 2.3.       Excluded
      Assets.
    

    
      Notwithstanding anything to the contrary set forth in this Agreement,
      the Assets will not include the following assets, properties and rights
      of the Parent or any Seller (collectively, the “Excluded Assets”):
    

    
      (a)                     all rights of the Sellers under any and all
      Contracts that are not Assumed Contracts;
    

    
      (b)                     any Permit or similar right that by its terms is
      not transferable to the Purchaser, including those set forth on Schedule
      2.3;
    

    
      
        

        

      

      
        
          9
        

        
          


        

      

      
        

        

      

    

    
      (c)                     all refunds or claims for refunds due from
      federal, state and local Tax authorities with respect to federal, state
      and local income Taxes paid by the Sellers for periods ending on or
      prior to the Closing Date;
    

    
      (d)                     any assets of any Seller Employee Benefit Plan;
    

    
      (e)                     any of the rights of the Sellers under this
      Agreement;
    

    
      (f)                     the charter documents of the Sellers, minute
      book, stock ledger, Tax Returns, and other constituent records relating
      to the corporate organization of the Sellers;
    

    
      (g)                     all of the issued and outstanding shares of
      capital stock or equity interests, as applicable, of Channel Marketing
      Limited, a private limited company incorporated under English law (“Channel
      Marketing”), owned by CLG;
    

    
      (h)                     all other tangible and intangible assets of any
      kind or description, wherever located, owned by and used solely in
      connection with the business of Myflick.com; and
    

    
         (i)  assets of the Parent and Sellers not related to the Business.
    

    
      Section 2.4.       Assumed
      Liabilities.
    

    
      (a)                     Anything contained herein to the contrary
      notwithstanding, except for the Assumed Liabilities described in Section
      2.4(b), the Purchaser shall not and the Purchaser does not assume any
      liabilities or obligations (fixed or contingent, known or unknown,
      matured or unmatured) of the Sellers whether or not arising out of or
      relating to the Assets or the Business or any other business of the
      Sellers or Parent, all of which liabilities and obligations shall, at
      and after the Closing, remain the exclusive responsibility of the
      Sellers (as applicable).
    

    
      (b)                     Effective as of the close of business on the
      Closing Date, the Purchaser will assume and agree to pay, discharge or
      perform, as appropriate, only the following Liabilities of Sellers with
      respect to the Business: (i) the obligations of the Sellers under the
      Assumed Contracts and Permits included in the Assets that relate to the
      operations of the Business subsequent to the Closing Date, except to the
      extent relating to breach or default under any such Assumed Contract or
      violation under such Permit by any Seller prior to the Closing Date;
      (ii) the accounts payable of the Sellers arising in the ordinary course
      of business of the Sellers, consistent with past practices, that are not
      related to a breach, default or violation by any Seller, as set forth in Schedule
      2.4; (iii) the Liabilities of the Parent and any Seller in
      connection with the Business as set forth in Schedule 2.4 (the “Associated
      Liabilities”); and (iv) all Liabilities and obligations arising out
      of the operation of the Business by the Purchaser after the Closing
      Date, except to the extent specifically included in Excluded Liabilities
      (collectively, the “Assumed Liabilities”).
    

    
      Section 2.5.       Excluded
      Liabilities.
    

    
      Specifically, and without in any way limiting the generality of Section
      2.4(a), the Assumed Liabilities will not include, and in no event will
      the Purchaser assume, agree to pay, discharge or satisfy, or otherwise
      have any responsibility for, any Liability or obligation (together with
      all other Liabilities of the Sellers or Parent that are not Assumed
      Liabilities, the “Excluded Liabilities”):
    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    
      (a)                     owed to any Seller or any Affiliate of any
      Seller which was incurred prior to the Closing Date;
    

    
      (b)                     for any Taxes of any Seller or any Affiliate of
      any Seller with respect to any period or portion thereof and any Taxes
      attributable to the Assets relating to any period or portion thereof
      ending on or prior to the Closing Date (provided, that with
      respect to any Tax that is imposed on a periodic basis and is payable
      for a taxable period that begins before and ends after the Closing Date,
      the portion of such Taxes that is payable for the portion of such
      taxable period ending on such Closing Date shall be the amount of such
      Tax for the entire period (or, in the case of such Taxes determined on
      an arrears basis, the amount of such Tax for the preceding period)
      multiplied by a fraction, the numerator of which is the number of days
      in the portion of such taxable period ending on such Closing Date and
      the denominator of which is the number of days in the entire taxable
      period);
    

    
      (c)                     for any Indebtedness of any Seller or Parent, or
      any Indebtedness otherwise relating to the Business which was incurred
      prior to the Closing Date;
    

    
      (d)                     relating to, resulting from or arising out of
      (i) claims made in pending or future suits, actions, investigations or
      other legal, governmental or administrative proceedings relating to
      events which have occurred, conditions arising, facts and circumstances
      existing, or the operation of the Business, prior to the Closing Date,
      or (ii) claims based on violations of Law, breach of contract,
      employment practices, intellectual property matters, product warranty,
      product liability, or environmental, health and safety matters or any
      other actual or alleged failure of the Parent or any Seller to perform
      any obligation, in each case arising out of or relating to events which
      have occurred, conditions arising, facts and circumstances existing,
      goods delivered or services performed, or the operation of the Business,
      prior to the Closing, including without limitation, any claims set forth
      in Schedules 4.10(a) or 4.11;
    

    
      (e)                     pertaining to any Excluded Asset;
    

    
      (f)                     for any Liability or reimbursement obligation to
      any third party payor arising out of or relating to the operation of the
      Business for periods prior to the Closing Date, other than accounts
      payable included in the Assumed Liabilities;
    

    
      (g)                     relating to, resulting from or arising out of
      any former operations of any Seller that have been discontinued or
      disposed of prior to the Closing Date;
    

    
      (h)                     under or relating to any Seller Employee Benefit
      Plan, whether or not such Liability or obligation arises prior to or
      after the Closing Date;
    

    
      (i)                     any Liability for any employees of the Business
      with respect to the periods prior to the Closing Date, including any
      wages, salaries or otherwise, or any Liability for any severance or
      similar payments for any employees of the Business;
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
      (j)                     of the Parent or any Seller arising or incurred
      in connection with the negotiation, preparation and execution of this
      Agreement and the transactions contemplated hereby and any fees and
      expenses of counsel, accountants, brokers, financial advisors or other
      experts of the Parent or any Seller;
    

    
      (k)                     any Liability related to any Proceeding,
      including without limitation, any Proceedings initiated by the FTC, or
      by a third party in connection with the activities subject to any such
      FTC Proceeding;
    

    
      (l)                     all Liabilities of Parent or any Seller to Issa
      Gharibeh whether or not reflected in the Financial Statements; or
    

    
      (m)                     relating to Channel Marketing.
    

    
      Such Excluded Liabilities shall include all claims, actions, litigations
      and proceedings relating to any or all of the foregoing and all costs
      and expenses in connection therewith.
    

    
      ARTICLE III
PURCHASE PRICE; ALLOCATIONS
    

    
      Section 3.1.       Purchase
      Price.
    

    
      (a)                     The purchase price for the Assets (the “Purchase
      Price”) shall be as follows: (i) the payment to the Parent of cash
      in the amount of $825,000 (the “Cash”), payable as set
      forth in Section 3.1(b) below; and (ii) the issuance to the Parent of
      4,500,000 shares (the “Shares”) of common stock, par value
      $0.001, of the Purchaser (“Purchaser Common Stock”), which
      the Parties agree for purposes of the Agreement shall be valued at $0.75
      per share issuable as set forth in Section 3.1(c) below.  In
      addition to the foregoing amount, as consideration for the grant, sale,
      assignment, transfer and delivery of the Assets, the Purchaser shall
      assume and discharge the Assumed Liabilities as such Assumed Liabilities
      mature according to their terms.
    

    
      (b)       The Cash portion of the Purchase Price shall be payable as
      follows: (i) $125,000 (the “Deposit”) was paid upon
      the execution of the Prior Agreement by the Parties, (ii) $200,000 shall
      be payable at the Closing by the forgiveness of all indebtedness of the
      Parent evidenced by the Loan advanced to the Parent by or on behalf of
      Purchaser set forth in Article VI of this Agreement; (iii) $300,000 less
      the amount of interest accrued on the Loan as of the Closing Date (the “Closing
      Payment”) shall be payable at the Closing by check or the wire
      transfer of immediately available U.S. funds to such bank account as
      shall be designated in the Escrow Agreement by and between the Parent
      and Hodgson Russ LLP, as escrow agent (the “Escrow Agent”),
      substantially in the form set forth in Exhibit H (the “Escrow
      Agreement”); and (iv) $200,000 shall be payable in equal monthly
      installments (each, an “Installment Payment” and
      collectively, the “Installment Payments”) for 6 months
      commencing on the last day of the month following the Closing.
    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    
      (c)       The Shares shall be issuable upon the Closing.  The Shares
      will be restricted with appropriate legends and stop transfer orders until
      such time as the Shares are eligible to be resold pursuant to an
      effective registration statement filed by Superfly Parent in accordance
      with the terms of the Registration Rights Agreement, or under the
      provisions of Rule 144, promulgated under the Securities Act, as
      amended; provided however, that 2,250,000 of the Shares will not
      be resold, transferred or otherwise distributed by the Parent until the
      FTC Proceedings are settled as contemplated by the provisions of Section
      7.18; provided, however, that if the FTC Proceedings are not so settled
      on or before six (6) months from the Closing Date, Superfly Parent may
      demand the return of all or a portion of such 2,250,000 Shares as a
      non-exclusive remedy for indemnification purposes as contemplated by the
      provisions of Section 12.1(h).  At the Closing, Superfly Parent shall
      deliver or cause to be delivered to Superfly Parent’s transfer agent the
      instruction letter, instructing the transfer agent to issue the Shares
      to the Parent effective as of the Closing Date, and shall cause the
      transfer agent to have the Shares issued on the Closing Date.
    

    
      Section 3.2.       Allocation
      of Purchase Price.
    

    
      (a)       Within sixty (60) days following the Closing, the Purchaser
      shall prepare and deliver to the Parent, an allocation of the Purchase
      Price (and all other capitalized costs) among the Assets and the Assumed
      Liabilities in accordance with Code Section 1060 and the U.S. Treasury
      regulations thereunder (and any similar provision of state, local or
      foreign law, as appropriate), which allocation shall be conclusive and
      binding on the parties hereto.  
    

    
      (b)                     The parties shall report, act and file Tax
      Returns in a manner consistent with the allocations set forth in clause
      (a), except as required by applicable Law.  The Sellers and Parent shall
      timely and properly prepare, execute, file and deliver all such
      documents, forms and other information as the Purchaser may reasonably
      request to prepare such allocations.
    

    
      Section 3.3.       Allocation
      of Certain Items.
    

    
      With respect to certain expenses incurred with respect to the Assets in
      the operation of the Business, the following allocations will be made
      between the Purchaser and the Sellers:
    

    
      (a)                     Taxes.  Ad
      valorem property Taxes (or any other Tax that is imposed on a periodic
      basis) will be apportioned at the Closing based upon the number of days
      in the taxable period before and after the Closing Date and the amounts
      set forth in the current Tax bills.
    

    
      (b)                     Utilities.  Utilities,
      water and sewer charges will be apportioned based upon the number of
      Business Days occurring before and after the Closing Date during the
      billing period for each such charge.
    

    
      Appropriate cash payments by the Purchaser, the Parent or the Sellers,
      as the case may require, shall be made hereunder from time to time as
      soon as practicable after the facts giving rise to the obligation for
      such payments are known in the amounts necessary to give effect to the
      allocations provided for in this Section 3.3.
    

    
      
        

        

      

      
        
          13
        

        
          


        

      

      
        

        

      

    

    
      ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND
      SELLERS
    

    
      The Parent and each of the Sellers jointly and severally hereby
      represent and warrant to the Purchaser as follows:  
    

    
      Section 4.1.       Organization.
    

    
      The Parent is a corporation duly formed and validly existing under the
      laws of Utah and has all requisite power and authority to own, lease and
      operate its properties and to carry on its business as now being
      conducted.  Each of Legacy and CLG is a limited liability company duly
      formed and validly existing under the laws of California, and has all
      requisite power and authority to own, lease and operate its properties
      and to carry on its business as now being conducted.  The Parent has
      heretofore made available to the Purchaser true, correct and complete
      copies of the charter documents of the Parent and each Seller as
      currently in effect and the company record books of Parent and each
      Seller with respect to actions taken by Parent and each Seller’s board
      of directors or applicable governing body, as applicable.  Schedule 4.1
      contains a true and correct list of the jurisdictions in which Parent
      and each Seller is qualified or registered to do business, or is
      required by law to be so qualified.
    

    
      Section 4.2.       Authorization;
      Enforceability; Ownership.
    

    
      (a)                     Authorization;
      Enforceability. The Parent and each Seller has full power and
      authority to execute and deliver this Agreement and any other
      certificate, agreement, document or other instrument to be executed and
      delivered by it in connection with the transactions contemplated by this
      Agreement (collectively, the “Ancillary Documents”) and to
      perform its respective obligations under this Agreement and the
      Ancillary Documents to which it is a party and to consummate the
      transactions contemplated hereby and thereby.  The execution and
      delivery of this Agreement and the applicable Ancillary Documents by
      Parent and each Seller and the performance by Parent and each Seller of
      its obligations hereunder and thereunder and the consummation of the
      transactions provided for herein and therein have been duly and validly
      authorized by all necessary corporate member or manager action, as
      applicable, on the part of Parent and each Seller; provided that, the
      approval of a requisite vote or consent of shareholders of the Parent is
      required in connection with this Agreement and the transactions
      contemplated hereby.  This Agreement has been, and the Ancillary
      Documents will be as of the Closing Date, duly executed and delivered by
      Parent and the Sellers and do or will, as the case may be, constitute
      the valid and binding agreements of Parent and the Sellers, enforceable
      against Parent and each Seller in accordance with their respective terms.
    

    
      (b)                     Ownership.  Parent
      owns 100% of the issued and outstanding equity interests in each
      Seller.  CLG owns 100% of the issued and outstanding shares of capital
      stock or equity interests, as applicable, of Channel Marketing.  Channel
      Marketing is dormant, and does not own or possess any assets of the
      Business.  CLG has no other subsidiaries.  Legacy has no subsidiaries.
    

    
      
        

        

      

      
        
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      Section 4.3.       Absence of
      Restrictions and Conflicts.
    

    
      The execution, delivery and performance of this Agreement and the
      Ancillary Documents to which it is a party, the consummation of the
      transactions contemplated by this Agreement and the Ancillary Documents
      and the fulfillment of and compliance with the terms and conditions of
      this Agreement and the Ancillary Documents to which it is a party do not
      or will not, as the case may be, with the passing of time or the giving
      of notice or both, violate or conflict with, constitute a breach of or
      default under, result in the loss of any benefit under, permit the
      acceleration of any obligation under or create in the Parent or any
      Seller the right to terminate, modify or cancel, or otherwise require
      any action, consent, approval, order, authorization, registration,
      declaration or filing with respect to (a) any term or provision of the
      charter documents of the Parent or any Seller, (b) except as indicated
      on Schedule 4.12(b), any Assumed Contract or any other material
      Contract, Permit or other instrument applicable the Parent, any Seller
      or the Business, (c) any judgment, decree or order of any court or
      Governmental Entity or agency to which the Parent or any Seller is a
      party or by which the Business or any of the Assets are bound or
      (d) except as set forth on Schedule 4.3, any Law which is
      material to the Parent or any Seller or the Business.
    

    
      Section 4.4.       Real Property.
    

    
      (a)                     Neither the Parent nor any Seller owns any real
      property that is used or held for use in connection with the Business.  Schedule
      4.4 sets forth a complete and accurate list of all leases of real
      property to which any Seller or, with respect to the Business, Parent or
      any Affiliate of Parent has a continuing financial or other obligation
      (together with all fixtures and improvements thereon, the “Leased
      Real Property”).  Each Seller or Parent, as applicable, has a valid
      leasehold interest in such Leased Real Property, free and clear of any
      Liens.  The leases of the Leased Real Property are in full force and
      effect. All leases of Leased Real Property are in good standing and are
      valid, binding and enforceable in accordance with their respective terms
      and there does not exist under any such lease any default or any event
      which with notice or lapse of time or both would constitute a default.
    

    
      (b)                     The improvements on the Leased Real Property are
      in good operating condition and in a state of good maintenance and
      repair, ordinary wear and tear excepted, are adequate and suitable for
      the purposes for which they are presently being used.  There are no
      condemnation, appropriation or similar proceedings pending or threatened
      against any of the Leased Real Property or the improvements thereon.
    

    
      Section 4.5.       Title to
      Assets; Related Matters.
    

    
      The Assets constitute all of the assets necessary and sufficient to
      conduct the operations of the Business in accordance with Parent’s and
      each Sellers’ past practices and as presently planned to be conducted by
      the Purchaser, except as specifically set forth in the definition of
      Excluded Assets.  Except as set forth in Schedule 4.5,
      the Sellers have (and will convey to the Purchaser at the Closing) good
      and marketable title to the Assets, free and clear of all Liens other
      than Permitted Encumbrances.  All plants, buildings, structures,
      equipment and other items of tangible personal property and assets
      included in the Assets: (a) are in good operating condition and in a
      state of good maintenance and repair, ordinary wear and tear excepted,
      consistent with standards generally followed in the industry; (b)
      are usable in the regular and ordinary course of business; and (c)
      conform in all material respects to all applicable laws, ordinances,
      codes, rules and regulations applicable thereto, and the Parent and
      Sellers have no Knowledge of any material defects or problems with any
      of the Assets.  The Sellers own, lease or license all of the Assets and
      neither Parent nor any Seller or Affiliate of Parent other than the
      Sellers has any rights with respect to the Assets.  No Person other than
      either Seller owns any equipment or other tangible personal property or
      assets either which are necessary to the operation of, or have been used
      or held for use in the operation of, the Business, except for the leased
      items that are subject to personal property leases.  Since December 31,
      2007 (the “Unaudited Balance Sheet Date”), neither Seller
      has sold, transferred or disposed of any assets.  Schedule
      4.5 sets forth a true, correct and complete list and general
      description of each material item of tangible personal property used or
      held for use in connection with the Business by the Sellers, the Parent
      or any Affiliate of Parent. There are no developments affecting any of
      the Assets pending or threatened, which might materially detract from
      the value, materially interfere with any present or intended use or
      materially adversely affect the marketability of such Assets.
    

    
      
        

        

      

      
        
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      Section 4.6.       Financial
      Statements.
    

    
      (a)                     Schedule
      4.6 contains true, correct and complete copies of (i) the unaudited
      balance sheets of the Sellers as of December 31 for each of the years
      ended December 31, 2005, 2006 and 2007 (such 2007 balance sheet, the “Unaudited
      Balance Sheet”), and the related statements of income and cash flows
      for the years then ended (the “Yearly Financial Statements”),
      and (ii) the unaudited interim balance sheet of the Sellers for the
      six-month period ended August 20, 2008 (the “Interim
      Balance Sheet” and, collectively with the Yearly Financial
      Statements, the “Unaudited Financial Statements”).  
    

    
      (b)                     Prior to the Closing Date, the Parent and
      Sellers shall deliver to Purchaser and Superfly Parent, pursuant to
      Section 7.16(a), true, correct and complete copies of the audited
      balance sheets of the Sellers as of December 31 for each of the years
      ended December 31, 2005, 2006 and 2007, and the related statements of
      income and cash flows for the years then ended (the “Audited
      Financial Statements” and collectively with the Unaudited Financial
      Statements, the “Financial Statements”).
    

    
      (c)                     The Financial Statements have been, or in the
      case of the Audited Financial Statements will be, prepared in accordance
      with GAAP (except with respect to the Interim Balance Sheet, for the
      absence of notes thereto and year end audit adjustments which shall not
      be material), are, or in the case of the Audited Financial Statements
      will be, true, correct and complete and present fairly in all material
      respects the consolidated financial position of the Business, Assets and
      the Assumed Liabilities as of the dates thereof, and the related
      consolidated results of its operations and changes in cash flows for the
      periods then ended.  The Financial Statements are, or in the case of the
      Audited Financial Statements will be, based on the books and records of
      the Parent and Sellers which have been kept, and such Financial
      Statements have been, or in the case of the Audited Financial Statements
      will be, prepared, in accordance with GAAP applied on a consistent
      basis.  Since the Unaudited Balance Sheet Date, there has been no change
      in any of the accounting (and Tax accounting) policies, practices or
      procedures of the Parent or either Seller.
    

    
      
        

        

      

      
        
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      Section 4.7.       Accounts
      Receivable; Indebtedness.
    

    
      (a)       All accounts receivable reflected on the Unaudited Balance
      Sheet arose from bona fide sales transactions in the ordinary
      course of business of the applicable Seller, are reflected therein at
      values determined in accordance with GAAP, reflect normal credit and
      payment terms consistent with the past practices of the Parent and
      Sellers, are collectible in accordance with their payment terms or are
      fully reserved against in the Unaudited Balance Sheet, and none of such
      accounts receivable reflect or will reflect consignment sales or sales
      on approval.  Except charge backs and penalties that occur in the
      ordinary course of the Business consistent with past practice and none
      of which are material individually or in the aggregate, neither the
      Parent nor any Seller has received notice of any counterclaims or
      set-offs against such accounts receivable for which allowances have not
      been established in accordance with GAAP.  
    

    
      (b)       All obligations of the Parent or Sellers constituting
      Indebtedness relating to the Business are listed on Schedule 4.7
      or are otherwise listed in the Financial Statements.  
    

    
      Section 4.8.       No
      Undisclosed Liabilities.
    

    
      (a)        The Sellers have no Liabilities, except for (i) the
      Liabilities set forth on Schedule 4.8; (ii) Liabilities listed on
      the Financial Statements; (iii) Liabilities that have arisen since the
      date of the Financial Statements in the ordinary course of business
      (provided that there is no such Liability that is material that relates
      to breach of Contract, breach of warranty, tort, infringement, violation
      of Law, Order or Permit, or any Proceeding; (iv) Liabilities under or
      arising out of the performance of Contracts disclosed on Schedule
      4.12(a), or under or arising out of the performance of Contracts
      entered into after the date of this Agreement in accordance with the
      terms and conditions hereof, and (v) Liabilities disclosed in this
      Agreement or any Schedule to this Agreement.  Except as set forth on Schedule
      4.8, no Seller has, either expressly or by operation of Law, assumed
      or undertaken any Liability of any other Person.
    

    
      Section 4.9.       Absence of
      Certain Changes.
    

    
      Since the Unaudited Balance Sheet Date and except as set forth in Schedule
      4.9, there has not been (i) any event, occurrence, development or
      state of circumstances or facts which, individually or in the aggregate,
      has had or could reasonably be expected to have a Material Adverse
      Effect on Parent, any Seller, the Business, Assets or the Assumed
      Liabilities, (ii) any damage, destruction, loss or casualty to property
      or assets of the Business or included in the Assets, whether or not
      covered by insurance, (iii) any material change in the value or
      condition of the Business from the value or condition reflected in the
      Financial Statements; (iv) any action or event which, if occurring after
      the date of this Agreement, would violate Section 7.1 hereof; or (v) any
      Contract for Parent or any Seller to take any of the actions specified
      in this Section 4.9.
    

    
      Section 4.10.      Legal Proceedings.
    

    
      (a)        Except as set forth in Schedule
      4.10(a), there are no Proceedings (or any basis therefor) pending,
      threatened against, relating to or involving Parent, any Seller, the
      Business, the Assets or the Assumed Liabilities by any person or before
      any Governmental Entity.  Parent and Sellers have delivered or made
      available to the Purchaser true, correct and complete copies of all
      material documents and material correspondence relating to such matters
      referred to in Schedule 4.10(a).
    

    
      
        

        

      

      
        
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      (b)        Except as set forth in Schedule
      4.10(b), there are no Proceedings that (i) resulted in any criminal
      sanctions or (ii) within the last three (3) years, resulted in any
      payments, in each case by or against Parent, any Seller or any of their
      members, managers, employees, directors or officers in their capacity as
      members, managers, employees, directors or officers (whether as a result
      of a judgment, civil fine, settlement or otherwise) with respect to the
      Business, the Assets or Assumed Liabilities.
    

    
      Section 4.11.      Compliance with
      Law.
    

    
      Each Seller is (and has been at all times during the past five (5)
      years) in compliance in all material respects with all Laws applicable
      to the Business, the Assets or the Assumed Liabilities.  Except as set
      forth in Schedule 4.11, with respect to the Business, the Assets
      or the Assumed Liabilities, (i) neither the Parent nor any Seller has
      been charged with, received written notice with respect to or been under
      investigation with respect to, a violation of any applicable Law,
      (ii) no Seller is a party to or bound by any Order of any Governmental
      Entity, and (iii) the Parent or each Seller has filed all reports
      required to be filed with any Governmental Entity with respect to the
      Business, the Assets or Assumed Liabilities on or before the date hereof
      and all such reports are accurate and complete in all material respects
      and in material compliance with all applicable Laws.  Each Seller has
      all Permits required or desirable in connection with the conduct of the
      Business, all such Permits are in full force and effect, and all such
      Permits are listed on Schedule 4.11.
    

    
      Section 4.12.      Seller Contracts.
    

    
      (a)   Schedule 4.12(a) sets forth a true, correct
      and complete list of the following Contracts related to the Business,
      the Assets or the Assumed Liabilities:
    

    
      (i)       all leases relating to the Leased Real Property or other
      leases or licenses involving any properties or assets (whether real,
      personal or mixed, tangible or intangible) involving an annual
      commitment or payment of more than $10,000 individually;
    

    
      (ii)      all Contracts or agreements which limit or restrict a Seller
      or any members, managers, officers or key employees of the Parent or any
      Seller from engaging in any business in any jurisdiction;
    

    
      (iii)     all franchising and licensing agreements;
    

    
      (iv)      any Contract or agreement relating to the Intellectual
      Property;
    

    
      (v)        any Contract or agreement with or for the benefit of an
      member, manager, employee, officer or director of the Parent or any
      Seller including any employment agreement;
    

    
      (vi)      any Contract or agreement for capital expenditures or the
      acquisition or construction of fixed assets;
    

    
      
        

        

      

      
        
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      (vii)     any Contract that provides for an increased payment or
      benefit, or accelerated vesting, upon the execution of this Agreement or
      in connection with the transactions contemplated hereby;
    

    
      (viii)    any Contract or agreement granting any Person a Lien on all or
      any part of any of the Assets;
    

    
      (ix)      any Contract or agreement for the cleanup, abatement or other
      actions in connection with any Hazardous Materials, the remediation of
      any existing environmental condition or relating to the performance of
      any environmental audit or study;
    

    
      (x)       any Contract or agreement granting to any Person an option or
      a first refusal, first-offer or similar preferential right to purchase
      or acquire any assets;
    

    
      (xi)      any Contract or agreement with any supplier, agent,
      distributor or representative that is not terminable without penalty on
      thirty (30) calendar days’ or less notice;
    

    
      (xii)     any Contract or agreement for the granting or receiving of a
      license or sublicense or under which any Person is obligated to pay or
      have the right to receive a royalty, license fee or similar payment;
    

    
      (xiii)    any Contract providing for the indemnification or holding
      harmless of any member, manager, officer, director, employee or other
      Person;
    

    
      (xiv)     any joint venture or partnership Contract;
    

    
      (xv)      any customer Contract for the provision of goods or services
      by the Business, including all outstanding orders or purchase orders;
    

    
      (xvi)     any outstanding power of attorney empowering any Person to act
      on behalf of a Seller; and
    

    
      (xvii)    all existing Contracts and commitments (other than those
      described in subparagraphs (i) through (xvi) of this Section 4.12(a))
      that are material to the Business or entered into outside the ordinary
      course of business of the Business.
    

    
      True, correct and complete copies of all Assumed Contracts have been
      made available to the Purchaser.
    

    
      (b)                     The Assumed Contracts are legal, valid, binding
      and enforceable in accordance with their respective terms with respect
      to the Parent and the applicable Seller and with respect to each other
      party to such Assumed Contracts.  There are no existing defaults or
      breaches of the Parent or any Seller under any Assumed Contract (or
      events or conditions which, with notice or lapse of time or both would
      constitute a default or breach) and, to the Knowledge of Parent or any
      Seller, there are no such defaults (or events or conditions which, with
      notice or lapse of time or both, would constitute a default or breach)
      with respect to any third party to any Assumed Contract.  Neither the
      Parent nor any Seller has any Knowledge of any pending or threatened
      bankruptcy, insolvency or similar proceeding with respect to any party
      to such agreements.  Neither the Parent nor any Seller is participating
      in any discussions or negotiations regarding modification of or
      amendment to any Assumed Contract or entry in any new material contract
      applicable to the Business, Assets or the Assumed Liabilities.  Schedule
      4.12(b) identifies each Assumed Contract that requires the consent
      of or notice to the other party thereto to avoid any breach, default or
      violation of such contract, agreement or other instrument in connection
      with the transactions contemplated hereby, including the assignment of
      such Assumed Contract to the Purchaser.
    

    
      
        

        

      

      
        
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      (c)                     Schedule
      4.12(c) sets forth a true, correct and complete list of the Assumed
      Contracts that include a commitment or obligation on the part of
      any Seller, or the Parent on behalf of any Seller, in an amount that
      exceeds five percent (5%) of revenue for the Business during the past
      twelve (12) months (each a “Material Contract” and
      collectively, the “Material Contracts”), and identifies
      each Material Contract that requires the consent of or notice to the
      other party thereto to avoid any breach, default or violation of such
      contract, agreement or other instrument in connection with the
      transactions contemplated hereby, including the assignment of such
      Material Contract to the Purchaser.
    

    
      Section 4.13.      Insurance Policies.
    

    
      (a)                     Schedule
      4.13(a) contains a complete and correct list of all insurance
      policies relating to the Business, the Assets or the Assumed Liabilities
      carried by or for the benefit of the Parent or any Seller, specifying
      the insurer, policy number, amount of and nature of coverage, the risk
      insured against, the deductible amount (if any) and the date through
      which coverage will continue by virtue of premiums already paid.  The
      Parent and Sellers maintain insurance with reputable insurers for the
      Business and Assets against all risks normally insured against, and in
      amounts normally carried, by corporations of similar size engaged in
      similar lines of business and such coverage is sufficient.  All
      insurance policies and bonds with respect to the Business, Assets and
      the Assumed Liabilities are in full force and effect and will be
      maintained by the Parent or Sellers in full force and effect as they
      apply to any matter, action or event relating to each Seller, the
      Business, Assets and the Assumed Liabilities occurring through the
      Closing Date and the Parent and Sellers have not reached or exceeded
      their policy limits for any insurance policies in effect at any time
      during the past five (5) years.  There is no claim by the Parent or any
      Seller pending under any of such policies or bonds as to which coverage
      has been questioned, denied or disputed by the underwriters of such
      policies or bonds or in respect of which such underwriters have reserved
      their rights.  All premiums payable under all such policies and bonds
      have been timely paid, and the Parent and Sellers have otherwise
      complied fully with the terms and conditions of all such policies and
      bonds.  Neither the Parent nor any Seller has any Knowledge of any
      threatened termination of, premium increase with respect to, or material
      alteration of coverage under, any of such policies or bonds.
    

    
      
        

        

      

      
        
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      (b)                     Schedule
      4.13(b) contains a true, correct and complete list of all policies
      of liability, theft, fidelity, business interruption, life, fire,
      product liability, professional liability, workers compensation, health
      and other material forms of insurance required to be held by the Parent
      and each Seller pursuant to any Contract with a customer, vendor, payor
      or supplier.
    

    
      Section 4.14.      Environmental,
      Health and Safety Matters.
    

    
      Except as set forth in Schedule 4.14, with respect to the
      Business, Assets, the Assumed Liabilities and the Leased Real Property:
    

    
      (a)                     the Parent and each Seller and the Business are
      in compliance in all material respects with all applicable Environmental
      Laws;
    

    
      (b)                     the Parent and each Seller possesses, and is in
      full compliance with, all Permits and has filed all notices that are
      required under Environmental Laws, and the Parent and each Seller is in
      compliance with all applicable limitations, restrictions, conditions,
      standards, prohibitions, requirements, obligations, schedules and
      timetables contained in those Laws or contained in any law, regulation,
      code, plan, order, decree, judgment, notice, permit or demand letter
      issued, entered, promulgated or approved thereunder, in each case in all
      material respects;
    

    
      (c)                     there are no Liabilities arising in connection
      with or in any way relating to the Business, Assets, the Assumed
      Liabilities or the Leased Real Property of any kind whatsoever, whether
      accrued, contingent, absolute, determined, determinable or otherwise,
      arising under or relating to any Environmental Law, and there are no
      facts, events, conditions, situations or set of circumstances, including
      notice of actual or threatened Liability under any foreign, state or
      local statute or ordinance from any Governmental Entity or any third
      party, which could reasonably be expected to result in or be the basis
      for any such Liability;
    

    
      (d)                     no Hazardous Material has been discharged,
      disposed of, dumped, injected, pumped, deposited, spilled, leaked,
      emitted or released by the Business or by any of the products sold or
      installed by the Business;
    

    
      (e)                     neither the Parent nor any Seller has imported,
      manufactured, stored, used, operated, transported, treated or disposed
      of any Hazardous Materials other than in compliance with all
      Environmental Laws; and
    

    
      (f)                     for purposes of this Section 4.14, the terms “Parent”
      or “Seller” shall include any entity which is, in whole or
      in part, a predecessor of the Parent or respective Seller, as applicable.
    

    
      Section 4.15.      Intellectual
      Property.
    

    
      Schedule 4.15 sets forth a true and correct list of all
      Intellectual Property Rights of the Business that is registered with a
      Governmental Entity and the jurisdictions where each is registered.  The
      Parent and Sellers have good and marketable title to or possesses
      adequate licenses or other valid rights to use all Intellectual Property
      Rights, free and clear of all Liens and have paid all maintenance fees,
      renewals or expenses related to its Intellectual Property
      Rights.  Neither the use of the Intellectual Property Rights nor the
      conduct of the Business in accordance with the past practices,
      misappropriates, infringes upon or conflicts with any patent, copyright,
      trade name, trade secret, trademark or other Intellectual Property
      Rights of any third party.  There are no royalties or fees payable by
      the Parent or any Seller to any Person by reason of the ownership or use
      of any of the Intellectual Property Rights.  No party has filed a claim
      or threatened to file a claim against the Parent or any Seller alleging
      that it has violated, infringed on or otherwise improperly used the
      Intellectual Property Rights of such party.  To the Knowledge of the
      Parent or any Seller, no other Person is infringing upon any
      Intellectual Property Right of the Business.  All employees of the
      Parent and Sellers have signed customary assignment of inventions and
      other intellectual property in favor of the Sellers, and the Parent and
      each Seller has taken all reasonable precautions necessary to protect
      the Sellers’ trade secrets.
    

    
      
        

        

      

      
        
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      Section 4.16.      Transactions with
      Affiliates.
    

    
      Except as set forth in Schedule 4.16, no member, manager,
      shareholder, employee, officer or director of Parent or any Seller, or
      any Person with whom any such employee, officer or director has any
      direct or indirect relation by blood, marriage or adoption, or any
      entity in which any such person, owns any beneficial interest (other
      than a publicly held corporation whose stock is traded on a national
      securities exchange or in the over-the-counter market and less than 5%
      of the stock of which is beneficially owned by all such Persons in the
      aggregate) or any Affiliate of any of the foregoing or any current or
      former Affiliate of the Parent or any Seller have any interest in:
      (a) any Contract, arrangement or understanding with, or relating to, the
      Business, the Assets or the Assumed Liabilities; or (b) any property
      (real, personal or mixed), tangible or intangible, used or currently
      intended to be used by the Parent or any Seller relating to the
      Business, the Assets or the Assumed Liabilities.  Schedule
      4.16 also sets forth a complete list of all accounts receivable,
      notes receivable and other receivables and accounts payable owed to or
      due from any Affiliate to the Parent or any Seller relating to the
      Business, the Assets or the Assumed Liabilities.
    

    
      
        

        

      

      
        
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      Section 4.17.      Customer and
      Supplier Relations.
    

    
      (a)                     Schedule
      4.17(a) contains a complete and accurate list of the names and
      addresses of the top ten (10) customers of the Business for each of the
      2006 and 2007 fiscal years, and for the 2008 stub period (the “Customers”).  No
      event has occurred that would materially and adversely affect the
      Parent’s or any Seller’s relations with any such Customer.  Except as
      set forth in Schedule 4.17(a), no Customer (or former customer)
      during the last twelve (12) months has canceled, terminated or made any
      written threat to cancel or otherwise terminate its Contract or to
      decrease its usage of the Business’s services or products.  Neither the
      Parent nor the Seller has received notice nor has any Knowledge to the
      effect that any current customer may terminate or materially alter its
      business relations with the Business, either as a result of the
      transactions contemplated by this Agreement or otherwise.
    

    
      (b)                     Schedule
      4.17(b) contains a complete and accurate list of the names and
      addresses of the top five (5) suppliers of the Business for each of the
      2006 and 2007 fiscal years, and for the 2008 stub period (the “Suppliers”).  The
      Parent and Sellers maintain good relations with each of the Suppliers,
      and no event has occurred that would materially and adversely affect any
      Seller’s relations with any such Supplier.  Except as set forth in Schedule
      4.17(b), no supplier (or former supplier) during the last twelve
      (12) months has canceled, terminated or made any threat to cancel or
      otherwise terminate its Contract or to decrease its supply of services
      or products.  Neither the Parent nor the Seller has received notice nor
      has any Knowledge to the effect that any current supplier may terminate
      or materially alter its business relations with the Business, either as
      a result of the transactions contemplated by this Agreement or otherwise.
    

    
      Section 4.18.      Employee Matters.
    

    
      (a)                     There are no Seller Employee Benefit Plans.
    

    
      (b)                     The employees of the Business have not been, and
      currently are not, represented by any labor organization or group
      whatsoever.  Neither the Parent nor any Seller has been and is not a
      signatory to any collective bargaining agreement, and no union
      organizing campaign or other attempt to organize or establish a labor
      union, employee organization or labor organization involving or
      representing employees of the Parent or any Seller has occurred, is in
      progress or is threatened.
    

    
      (c)                     No workers’ compensation or retaliation claim,
      complaint, charge or investigation has been filed or is pending against
      the Parent or any Seller with respect to the Business, and the Parent
      and Sellers have maintained and currently maintain adequate insurance as
      required by applicable law with respect to workers’ compensation claims
      and unemployment benefits claims.
    

    
      (d)                     The Parent and Sellers are in compliance in all
      material respects with all applicable laws, regulations and orders and
      all contracts or collective bargaining agreements governing or
      concerning labor relations, unions and collective bargaining, conditions
      of employment, employment discrimination and harassment, wages, hours or
      occupations safety and health, including, without limitation, ERISA, the
      Immigration Reform and Control Act of 1986, the National Labor Relations
      Act, the Civil Rights Acts of 1866 and 1964, the Equal Pay Act, the Age
      Discrimination in Employment Act, the Americans with Disabilities Act,
      the Family and Medical Leave Act, the Occupational Safety and Health
      Act, the Davis Bacon Act, the Walsh-Healy Act, the service Contract Act,
      Executive Order 11246, the Fair Labor Standards Act and the
      Rehabilitation Act of 1973 and all regulations under such acts.
    

    
      
        

        

      

      
        
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      Section 4.19.      Permits.
    

    
      Except as set forth on Schedule 4.19, each Seller has all
      material Permits necessary for its operations in the conduct of the
      Business, such Permits are in full force and effect and no violations
      are or have been recorded in respect of any thereof, and no Proceeding
      is pending or threatened to revoke or limit any thereof.  The Parent and
      Sellers have taken all necessary action to maintain each Permit.  Schedule
      4.19 contains a true, correct and complete list of all such Permits
      under which each Seller is operating or bound, and the Parent has
      furnished or made available to the Purchaser true, correct and complete
      copies of the Permits set forth on Schedule 4.19.  To the
      Knowledge of the Parent or any Seller, there is no proposed change in
      any applicable Law which would require any Seller to obtain any Permits
      not set forth on Schedule 4.19 in order to conduct the Business
      as presently conducted.  Except as set forth on Schedule
      4.19, none of the Permits set forth on Schedule 4.19 shall be
      materially and adversely affected as a result of the Parent’s and
      Sellers’ execution and delivery of, or the performance of its
      obligations under, this Agreement or the consummation of the
      transactions contemplated hereby.  Schedule 4.19
      contains a list of approvals of any Governmental Authority or any
      department thereof with respect to the products provided by the
      Business, or any preferred status, approval or other favorable
      determination of any Governmental Authority with respect to such
      products (the “Governmental Approvals”).  Such Governmental Approvals
      are in full force and effect, no event or circumstance has occurred that
      would result in a change of any such Governmental Approval, and such
      Governmental Approvals will not be affected by the transaction
      contemplated pursuant to this Agreement.
    

    
      Section 4.20.      Brokers, Finders
      and Investment Bankers.
    

    
      Except as set forth on Schedule 4.20, none of the Parent,
      Sellers, any members, managers, officers, directors, shareholders or
      employees of the Parent or any Seller or any Affiliate of the Parent or
      any Seller has employed any broker, finder or investment banker or
      incurred any liability for any investment banking fees, financial
      advisory fees, brokerage fees or finders’ fees in connection with the
      transactions contemplated by this Agreement.
    

    
      Section 4.21.      Taxes.
    

    
      (a)                     Except as set forth on Schedule
      4.21, the Parent and Sellers have filed (or caused to be filed) all
      Tax Returns required to be filed by it for all Pre-Closing Tax Periods
      that will have been required to be filed and/or paid on or prior to the
      Closing Date.
    

    
      
        

        

      

      
        
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      (b)                     The Parent and Sellers have timely paid (or
      caused to be timely paid) all Taxes, and all interest and penalties due
      thereon, for all Pre-Closing Tax Periods that will have been required to
      be paid on or prior to the Closing Date, the non-payment of which would
      result in a Lien on any of the Assets, would otherwise adversely affect
      the Business or would result in the Purchaser becoming liable or
      responsible therefor.  The Parent and Sellers have complied with all
      applicable Laws relating to the payment and withholding of Taxes.
    

    
      (c)                     The Parent and Sellers have established, in
      accordance with GAAP applied on a basis consistent with that of
      preceding periods, adequate reserves for the payment of, and will timely
      pay all Tax Liabilities, assessments, interest and penalties which arise
      from or with respect to the Assets or the operation of the Business and
      are incurred in or attributable to the Pre-Closing Tax Period (or, with
      respect to a Tax period that commences before but ends after the Closing
      Date, to the portion of such period up to and including the Closing
      Date), the non-payment of which would result in a Lien on any of the
      Assets, would otherwise adversely affect the Business or would result in
      the Purchaser becoming liable therefor.  Schedule 4.21(c)
      sets forth as of the Closing Date those taxable years for which any
      Seller’s Tax Returns are currently being audited by any taxing authority
      and any assessments or threatened assessments in connection with such
      audit, or otherwise currently outstanding.
    

    
      (d)                     Neither the Parent nor any Seller or any of its
      predecessors is liable for any Taxes:  (i) under any agreement
      (including any Tax sharing agreements), (ii) as a transferee or
      (iii) under Treasury Regulation Section 1.1502-6(a) or any analogous or
      similar state, local or foreign law or regulation.
    

    
      (e)                     As of the Closing Date, neither the Parent nor
      any Seller has agreed or been requested to make any adjustment under IRC
      Section 481(a), by reason of a change in accounting method or otherwise.
    

    
      (f)                     Neither the Parent nor any Seller is a foreign
      Person within the meaning of §1.1445-2(b) of the U.S. Treasury
      regulations promulgated under Section 1445 of the Code.
    

    
      (g)                     The Parent and Sellers have withheld and paid
      all Taxes required to have been withheld and paid in connection with any
      amounts paid or owing to any employee, independent contractor, creditor,
      shareholder, or other third party, and all Forms W-2 and 1099 required
      with respect thereto have been properly completed and timely filed.
    

    
      (h)                     No member, manager, director or officer (or
      employee responsible for Tax matters) of the Parent or Sellers expects
      any authority to assess any additional Taxes for any period for which
      Tax Returns have been filed.  There is no dispute or claim concerning
      any Tax Liability of the Sellers either (x) claimed or raised by any
      authority in writing, or (y) as to which any of the Parent’s or Sellers’
      members, managers, shareholders, directors and officers (and employees
      responsible for Tax matters) has Knowledge based upon personal contact
      with any agent of such authority.
    

    
      
        

        

      

      
        
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      Section 4.22.      Ethical Practices.
    

    
      Neither the Parent nor any Seller nor any of their representatives has
      offered or given, and neither the Parent nor any Seller has Knowledge of
      any Person that has offered or given on their behalf, anything of value
      to: (a) any official of a Governmental Entity, any political party or
      official thereof, or any candidate for political office; (b) any
      customer, payor or member of the government; or (c) any other Person, in
      any such case while knowing or having reason to know that all or a
      portion of such money or thing of value may be offered, given or
      promised, directly or indirectly, to any customer, payor, member of the
      government or candidate for political office for the purpose of the
      following: (i) influencing any action or decision of such Person, in
      such Person’s official capacity, including a decision to fail to perform
      such Person’s official function; (ii) inducing such Person to use such
      Person’s influence with any government or instrumentality thereof to
      affect or influence any act or decision of such government or
      instrumentality to assist any Seller in obtaining or retaining business
      for, or with, or directing business to, any Person; or (iii) where such
      payment would constitute a bribe, kickback or illegal or improper
      payment to assist any of the Sellers in obtaining or retaining business
      for, or with, or directing business to, any Person.
    

    
      Section 4.23.      Privacy Laws; FTC.
    

    
      (a)                     Except as set forth in Schedule
      4.23, with respect to the Business, the Assets or the Assumed
      Liabilities, (i) neither the Parent nor any Seller has been charged
      with, received written notice with respect to or been under
      investigation with respect to, a violation of any applicable Law
      governing privacy and the use of information, (ii) neither the Parent
      nor any Seller is a party to or bound by any Order of the FTC, and (iii)
      the Parent and each Seller has filed all reports and required to be
      filed with the FTC with respect to the Business, the Assets or Assumed
      Liabilities on or before the date hereof and all such reports are
      accurate and complete in all material respects and in material
      compliance with all applicable Laws governing privacy and the use of
      information.  
    

    
      (b)                     The execution of this Agreement by the Parent
      each Seller will not violate the information-sharing terms of any
      agreement to which the Parent or such Seller is a party.
    

    
      Section 4.24.      Vote Required.
    

    
      The affirmative vote or consent of the holders of a majority of the
      outstanding shares of Parent Common Stock is required to approve and
      adopt this Agreement and the transactions contemplated hereby (the “Shareholder
      Consents”), and is the only vote or consent of the holders of any
      class or series of Parent’s capital stock necessary to approve and adopt
      this Agreement and the transactions contemplated hereby.
    

    
      
        

        

      

      
        
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      Section 4.25.      No Dissenter’s
      Rights.
    

    
      Parent’s shareholders will not be entitled, under the Utah Act, to
      dissent from corporate action taken by Parent to consummate the
      transactions contemplated by this Agreement in connection with the
      Shareholder Consents.
    

    
      Section 4.26.      Parent Public
      Filings.
    

    
      Except as set forth on Schedule 4.26, all of the disclosures made
      by Parent and contained in its annual reports on Form 10-K for its
      fiscal year ended December 31, 2006 and its quarterly and current
      reports on Form 10-Q and Form 8-K, respectively, during its fiscal years
      2006 through 2008, are complete, true and accurate in all material
      respects and do not contain any misleading statements or omit any
      disclosures otherwise required to make the statements contained therein
      not misleading.  Superfly Parent and the Purchaser acknowledge that the
      Parent has not filed its annual report for the fiscal year ended
      December 31, 2007, or of its quarterly reports on Form 10-Q for each of
      the quarterly periods ended March 31, 2008, June 30, 2008 and September
      30, 2008;
    

    
      Section 4.27.      Associated
      Liabilities.
    

    
      All of the Associated Liabilities set forth in Schedule 2.4 are
      trade payables incurred in the ordinary course of business by either
      Seller or the Parent on behalf of the Business, and none of the
      Associated Liabilities arose from or relate to breach of or default of
      contract, breach of warranty, tort, infringement, violation of Law,
      Order or any Proceeding.
    

    
      Section 4.28.      Disclosure.
    

    
      (a)                     No representation, warranty or covenant made by
      the Parent or Sellers in this Agreement, the Schedules or the Exhibits
      attached to this Agreement, or any of the Ancillary Documents contains
      an untrue statement of a material fact or omits to state a material fact
      required to be stated herein or therein or necessary to make the
      statements contained herein or therein not misleading.  
    

    
      (b)                     Prior to the execution of this Agreement, the
      Parent has delivered to the Purchaser true and complete copies of the
      Assumed Contracts, documents evidencing any of the Intellectual
      Property, and all security agreements and other instruments creating or
      imposing any security interest encumbrance or adverse claim on the
      Assets, and any other documents or instruments identified or referred to
      in this Agreement or the Schedules hereto.  Such delivery will not alone
      constitute adequate disclosure of those facts required to be disclosed
      on any Schedule to this Agreement, and notice of their contents (other
      than by express reference on a Schedule) will in no way limit the
      Parent’s or any Seller’s other obligations or the Purchaser’s other
      rights under this Agreement.
    

    
      
        

        

      

      
        
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      ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SUPERFLY PARENT
      AND PURCHASER
    

    
      The Purchaser hereby represents and warrants to the Parent and Sellers
      as follows:
    

    
      Section 5.1.       Organization.
    

    
      Superfly Parent is a corporation duly organized, validly existing and in
      good standing under the laws of Delaware and has all requisite corporate
      power and authority to own, lease and operate its properties and to
      carry on its business as now being conducted.  Purchaser is a
      corporation duly organized, validly existing and in good standing under
      the laws of Indiana and has all requisite corporate power and authority
      to own, lease and operate its properties and to carry on its business as
      now being conducted.  
    

    
      Section 5.2.       Authorization.
    

    
      Each of Superfly Parent and the Purchaser has full corporate power and
      authority to execute and deliver this Agreement and Ancillary Documents
      to be executed and delivered by it, to perform its obligations under
      this Agreement and the Ancillary Documents and to consummate the
      transactions contemplated by this Agreement and the Ancillary
      Documents.  The execution and delivery of this Agreement and the
      Ancillary Documents by each of Superfly Parent and the Purchaser, the
      performance by each of Superfly Parent and the Purchaser of its
      obligations under this Agreement and the Ancillary Documents, and the
      consummation of the transactions provided for in this Agreement and the
      Ancillary Documents have been duly and validly authorized by all
      necessary corporate action on the part of each of Superfly Parent and
      the Purchaser.  This Agreement has been and, as of the Closing Date, the
      Ancillary Documents will be, duly executed and delivered by each of
      Superfly Parent and the Purchaser and do or will, as the case may be,
      constitute the valid and binding agreements of each of Superfly Parent
      and the Purchaser, enforceable against each of Superfly Parent and the
      Purchaser, as applicable, in accordance with their respective terms,
      subject to applicable bankruptcy, insolvency and other similar laws
      affecting the enforceability of creditors’ rights generally, general
      equitable principles and the discretion of courts in granting equitable
      remedies.
    

    
      Section 5.3.       Absence of
      Restrictions and Conflicts.
    

    
      The execution, delivery and performance of this Agreement and the
      Ancillary Documents, the consummation of the transactions contemplated
      by this Agreement and the Ancillary Documents and the fulfillment of and
      compliance with the terms and conditions of this Agreement and the
      Ancillary Documents do not or will not, as the case may be, with the
      passing of time or the giving of notice or both, violate or conflict
      with, constitute a breach of or default under, result in the loss of any
      benefit under, or permit the acceleration of any obligation under, or
      otherwise require any action, approval, order, authorization,
      registration, declaration or filing with respect to: (a) any term or
      provision of the charter documents of Superfly Parent or the Purchaser;
      (b) any Contract to which Superfly Parent or the Purchaser is a party;
      (c) any judgment, decree or order of any Governmental Entity to which
      Superfly Parent or the Purchaser is a party or by which Superfly Parent
      or the Purchaser or any of its properties is bound; or (d) any permit,
      statute, law, rule, regulation or arbitration award of any Governmental
      Entity or public or regulatory unit, agency or authority applicable to
      Superfly Parent or the Purchaser, that in any case would be reasonably
      likely to prevent or materially delay the performance by Superfly Parent
      or the Purchaser of any of is obligations under this Agreement or the
      consummation of any of the transactions contemplated hereby.
    

    
      
        

        

      

      
        
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      Section 5.4.       Superfly
      Parent Public Filings.
    

    
      All of the disclosures by Superfly Parent contained in its annual
      reports on Form 10-K/SB for its fiscal years ended December 31, 2006 and
      2007 and its quarterly and current reports on Form 10-Q/SB and Form 8-K,
      respectively, during its fiscal years 2006 through 2008, that have been
      filed with the Commission, are complete, true and accurate in all
      material respects and do not contain any misleading statements or omit
      any disclosures otherwise required to make the statements contained
      therein not misleading.  The Parent and Sellers acknowledge that: (a)
      Superfly Parent has not filed its quarterly report on Form 10-Q for each
      of the quarterly periods ended March 31, 2008, June 30, 2008 and
      September 30, 2008, or an amendment to its current report on Form 8-K
      filed with the Commission on February 14, 2008; and (b)  as a result of
      the failure to timely file with the Commission its quarterly reports on
      Form 10-Q for such quarters, Superfly Parent failed to comply with the
      eligibility rule contained in NASD Rule 6530 and Superfly Parent’s
      common stock, par value $0.001 per share, was removed from the
      Over-the-Counter Bulletin Board on June 24, 2008.
    

    
      Section 5.5.       Brokers,
      Finders and Investment Bankers.
    

    
      Neither Superfly Parent, the Purchaser, nor any of their officers,
      directors, employees or Affiliates, has employed any broker, finder or
      investment banker or incurred any liability for any investment banking
      fees, financial advisory fees, brokerage fees or finders’ fees in
      connection with the transactions contemplated by this Agreement.
    

    
      ARTICLE VI
THE LOAN
    

    
      Section 6.1.       Loan.
    

    
      Superfly Parent has, within five (5) Business Days of the execution of
      the Prior Agreement, lent to the Parent the sum of $200,000 (the “Loan”).  
    

    
      Section 6.2.       Note.
    

    
      Simultaneously with the Parent’s receipt of the Loan from Superfly
      Parent, as evidence of the Loan, the Parent executed and delivered to
      Superfly Parent a secured promissory note, a copy of which is set forth
      in Exhibit C attached hereto (the “Note”),
      which was guaranteed by each of the Sellers.  As collateral to secure
      payment of the Note and the Sellers’ guaranty, the Sellers pledged to
      Superfly Parent the merchant accounts, including without limitation the
      credit card reserve accounts, listed on Schedule 6.2 attached
      hereto (the “Pledged Accounts”).  In the event that the
      Closing shall not have occurred by March 31, 2009, or the Parent shall
      not have paid the Note in full by that date, then and in such event,
      Superfly Parent shall have the right, but not the obligation to convert
      the outstanding principal amount of the Note and all interest accrued
      thereon into shares of Parent Common Stock at a conversion price equal
      to $0.01 per share.
    

    
      
        

        

      

      
        
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      Section 6.3.       Guaranty;
      Pledge Agreement.
    

    
      Simultaneously with the Parent’s receipt of the Loan from Superfly
      Parent, each of the Sellers executed and delivered to Superfly Parent a
      guaranty (the “Guaranty”), and Parent and each of the
      Sellers executed and delivered to Superfly Parent a pledge and security
      agreement (the “Pledge Agreement”), copies of which are set
      forth in Exhibit C attached hereto.
    

    
      ARTICLE VII
CERTAIN COVENANTS AND AGREEMENTS
    

    
      Section 7.1.       Conduct of
      Business of the Sellers.
    

    
      From the date hereof until the Closing Date, the Sellers and the Parent
      shall, except as specifically required under this Agreement and except
      as otherwise consented to in writing by the Purchaser or Superfly
      Parent, conduct the Business in the ordinary course on a basis
      consistent with past practice, and use their respective reasonable best
      efforts to preserve intact their present business organizations, keep
      available the services of their present advisors, managers, officers and
      employees, preserve their relationships with customers, suppliers,
      licensors and others having business dealings with them, continue
      existing contracts as in effect on the date hereof for the applicable
      terms provided in such contracts, and not enter into any agreement,
      transaction or activity or make any commitment with respect to the
      Business, Assets or the Assumed Liabilities except those in the ordinary
      course of business on a basis consistent with past practice and not
      otherwise prohibited under this Section 7.1.  By way of illustration and
      not in limitation of the foregoing, the Sellers and Parent agree that
      they shall, unless consented to in writing by the Purchaser or Superfly
      Parent:
    

    
      (a)                     not split, combine or reclassify or redeem,
      purchase or otherwise acquire any shares of its capital stock or other
      securities of the Sellers or declare, set aside or pay any dividend or
      other distribution (whether in cash, stock or other securities or any
      combination thereof) in respect of any shares of capital stock or other
      securities of the Sellers, except for dividends paid by any subsidiary
      of the Parent other than the Sellers, or otherwise make any payment to
      any of their Affiliates;
    

    
      (b)                     not authorize for issuance, issue or sell or
      agree or commit to issue or sell (whether through the issuance or
      granting of options, warrants, commitments, subscriptions, rights to
      purchase or otherwise) any stock of any class or any other securities or
      equity equivalents of the Sellers, including, without limitation, stock
      appreciation rights;
    

    
      (c)                     preserve the relationships and goodwill of the
      Business;
    

    
      (d)                     maintain Parent’s and each Seller’s existence
      and good standing in its respective jurisdiction of organization and in
      each jurisdiction in which the ownership or leasing of the Assets or the
      conduct of the Business requires such qualification;
    

    
      
        

        

      

      
        
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      (e)                     duly and timely file or cause to be filed all
      reports and returns required to be filed with respect to the Business,
      Assets or the Assumed Liabilities with any Governmental Entity and
      promptly pay or cause to be paid when due all Taxes, assessments and
      governmental charges with respect to the Business, Assets or the Assumed
      Liabilities, including interest and penalties levied or assessed, unless
      diligently contested in good faith by appropriate proceedings;
    

    
      (f)                     maintain in existing condition and repair
      (ordinary wear and tear excepted), consistent with past practices, the
      Assets and all equipment, fixtures and other tangible personal property
      included in the Assets;
    

    
      (g)                     not dispose of, permit to lapse, or license any
      rights to the use of any patent, trademark, trade name, service mark,
      license or copyright of the Business, including, without limitation, any
      of the Intellectual Property, or dispose of or disclose to any Person,
      any trade secret, formula, process, technology or know-how of the
      Business not heretofore a matter of public knowledge;
    

    
      (h)                     not: (i) acquire, sell, lease, license, transfer
      or dispose of any assets of the Business; (ii) sell or factor any
      accounts receivable relating to the Business, with or without recourse;
      (iii) create, incur, assume or guarantee any Indebtedness; (iv) grant,
      create, incur or suffer to exist any Liens on the Assets which did not
      exist on the date hereof; (v) incur any liability or obligation
      (absolute, accrued or contingent) in any way affecting the Business,
      Assets or the Assumed Liabilities except in the ordinary course of
      business consistent with past practice; (vi) write-off any guaranteed
      checks, notes or accounts receivable with respect to the Business except
      in the ordinary course of business consistent with past practice; (vii)
      write-down the value of any Asset on the books or records of either
      Seller, except for depreciation and amortization in the ordinary course
      of business and consistent with past practice; (viii) prepay or cancel
      any debt with respect to the Business or waive any claims or rights with
      respect to the Business; (ix) authorize, commit to or make any equipment
      purchases or capital expenditures; (x) enter into any material contract
      or agreement with respect to the Business that would become an Assumed
      Contract; or (xi) make any payment of or toward any Indebtedness or
      other obligation on behalf of Parent, any Seller or any other Person
      including without limitation, any such Indebtedness or obligation that
      is an Excluded Liability, other than the payment of trade payables in
      the ordinary course of business consistent with past practice which
      shall be payable only when due in accordance with their respective terms;
    

    
      (i)                     use their reasonable best effort to collect
      accountants receivable on a timely basis according to their respective
      terms;
    

    
      (j)                     not increase in any manner the base compensation
      of, enter into any new bonus or incentive agreement or arrangement with,
      or terminate any of its members, managers, employees, directors or
      consultants that are employed in or under contract with the Business;
    

    
      (k)                     not enter into, adopt or amend any Seller
      Employee Benefit Plan, or promise or commit to undertake any of the
      foregoing prior to the Closing Date;
    

    
      
        

        

      

      
        
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      (l)                     continue to extend customers of the Business
      credit, collect accounts receivable and pay accounts payable and similar
      obligations in the ordinary course of business consistent with past
      practice;
    

    
      (m)                     perform in all material respects all of the
      Business’ obligations under all, and not default or suffer to exist any
      event or condition which with notice or lapse of time or both would
      constitute a default under any, Assumed Contract (except those being
      contested in good faith) and not enter into, assume or amend any
      contract or commitment that is or would be an Assumed Contract;
    

    
      (n)                     not pay, discharge or satisfy any claim,
      liability or obligation (absolute, contingent or otherwise) of the
      Business, other than the payment, discharge or satisfaction in the
      ordinary course of business consistent with past practice of claims,
      liabilities and obligations reflected or reserved against in the
      Financial Statements or incurred in the ordinary course of business
      consistent with past practice;
    

    
      (o)                     not increase any reserves for contingent
      liabilities with respect to the Business (excluding any adjustment to
      bad debt reserves in the ordinary course of business consistent with
      past practice);
    

    
      (p)                     not settle or compromise any pending or
      threatened material litigation;
    

    
      (q)                     maintain in full force and effect any policies
      of insurance with respect to the Business naming any Seller as a
      beneficiary or a loss payable payee, in the same amounts and coverage or
      comparable in amount and scope of coverage to that now maintained by or
      on behalf of the Sellers;
    

    
      (r)                     not adopt any amendments to any Seller’s
      organizational documents;
    

    
      (s)                     not adopt a plan of complete or partial
      liquidation or resolutions providing for such a liquidation or a
      dissolution, merger, consolidation, restructuring, recapitalization or
      reorganization of the Parent or any Seller;
    

    
      (t)                     not change any of the accounting principles or
      practices used by it, except as required by GAAP, in which case written
      notice shall be provided to Purchaser and Superfly Parent prior to any
      such change;
    

    
      (u)                     with respect to Taxes of or affecting any Seller
      or the Business, not make, change or revoke any election, change any
      accounting period, adopt or change any accounting method, filed any
      amended Tax return, enter into any closing agreement, settle any Tax
      claim or assessment relating to any Seller or the Business, surrender
      any right to claim a refund of Taxes, consent to any extension or waiver
      of the limitation period applicable to any Tax claim or assessment, fail
      to timely file any Tax return, take a position on a Tax return not in
      keeping with prior practice or take or omit to take any other action, if
      such election, adoption, change, amendment, agreement, settlement,
      surrender, consent or other action or omission is outside the ordinary
      course of business or could have the affect of materially increasing the
      present or future Tax liability or materially decreasing any present or
      future Tax asset of any Seller or the Business;
    

    
      
        

        

      

      
        
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      (v)                     continue to maintain the Business’ books and
      records in accordance with GAAP consistently applied and on a basis
      consistent with the Business’ past practice;
    

    
      (w)                     continue the Business’ cash management practices
      in the ordinary course of business consistent with past practice; or
    

    
      (x)                     not authorize, recommend, propose, announce an
      intention, commit or agree to take, any of the foregoing actions.
    

    
      In connection with the continued operation of the Business between the
      date hereof and the Closing Date, one (1) or more representatives of
      Parent and Sellers designated to Superfly Parent and Purchaser will
      confer in good faith on a prompt, regular and frequent basis, not less
      than weekly, with one (1) or more representatives of the Purchaser
      designated to the Parent (each a “Purchaser Representative”
      and collectively, the “Purchaser Representatives”); and
      Parent and Sellers shall follow or implement any advice, decisions or
      recommendations made by such Purchaser Representative(s) during such
      consultations or otherwise by Superfly Parent or Purchaser regarding
      operational matters and the general status of ongoing
      operations.  Parent and Sellers will notify the Purchaser of any event
      or occurrence that has had or may reasonably be expected to have a
      Material Adverse Effect on the Assets, liabilities, results of
      operations, business or prospects of the Business.  The Sellers and
      Parent acknowledge that the Purchaser does not and will not waive any
      rights it may have under this Agreement as a result of such
      consultations.  The Sellers and Parent shall not take any action that
      would, or that could reasonably be expected to, result in any of the
      representations and warranties of the Sellers and Parent set forth in
      this Agreement becoming untrue, or would prevent the satisfaction of any
      conditions to Closing set forth in this Agreement.
    

    
      In addition, Superfly Parent and/or the Purchaser may, at their option
      and in their sole and absolute discretion, cause the Parent and/or
      Sellers to implement such advice, decisions or recommendations made by
      the Purchaser Representative(s), or otherwise act on behalf of the
      Parent and/or Sellers, without their consent, to operate the Business;
      provided, however, that such operation shall be in the ordinary course
      of business, and neither Superfly Parent nor the Purchaser shall do or
      cause to be done anything or omit or cause to be omitted anything that
      is intended to adversely affect the Parent, any Seller or the Business;
      provided, further, that, in the event that the Closing does not occur
      and this Agreement is terminated, neither Superfly Parent nor the
      Purchaser nor any of their Affiliates shall have any Liability
      whatsoever in connection with any such actions or omissions and the
      Parent and each of the Sellers hereby forever release Superfly Parent
      and the Purchaser from any and all claims related thereto.
    

    
      Section 7.2.       Inspection
      and Access to Information.
    

    
      From the date of this Agreement to the Closing Date, the Sellers and
      Parent shall (a) provide the Purchaser and its designees with such
      information as the Purchaser may from time to time reasonably request
      with respect to the Business, the Assets and the Assumed Liabilities and
      the transactions contemplated by this Agreement, (b) provide the
      Purchaser and its designees, officers, counsel, accountants, actuaries,
      and other authorized representatives access during regular business
      hours and upon reasonable notice to the books, records, offices,
      personnel, counsel, accountants, actuaries, customers, suppliers and
      distributors of the Business as the Purchaser or its designees may from
      time to time reasonably request, and (c) permit the Purchaser and its
      designees to make such inspections thereof as the Purchaser may
      reasonably request.  Any investigation shall be conducted in such a
      manner so as not to interfere unreasonably with the operation of the
      business of the Sellers.  No such investigation (or any disclosure made
      at any time by any Seller or Parent to the Purchaser) shall limit or
      modify in any way, or act or result in a waiver of, the Parent’s or any
      Seller’s obligations with respect to any breach of their
      representations, warranties, covenants or agreements contained herein
      (including, without limitation, conditions to Closing or indemnification
      obligations).
    

    
      
        

        

      

      
        
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      Section 7.3.       Notices of
      Certain Events.
    

    
      The Sellers and Parent shall promptly notify the Purchaser of:
    

    
      (a)                     any changes or events which, individually or in
      the aggregate, have had or could reasonably be expected to have a
      Material Adverse Effect on the Business, the Assets or the Assumed
      Liabilities or otherwise result in any representation or warranty of the
      Parent or any Seller under this Agreement being inaccurate in any
      material respect;
    

    
      (b)                     any notice or other communication from any
      Person alleging that the consent of such Person is or may be required in
      connection with the transactions contemplated by this Agreement;
    

    
      (c)                     any notice or other communication from any
      Governmental Entity in connection with the transactions contemplated by
      this Agreement;
    

    
      (d)                     any actions, suits, claims, investigations or
      proceedings commenced or, to its Knowledge, threatened against, relating
      to or involving or otherwise affecting the Parent, any Seller, the
      Business, the Assets or Assumed Liabilities that, if pending on the date
      of this Agreement, would have been required to have been disclosed
      pursuant to Section 4.10 or that relate to the consummation of the
      transactions contemplated by this Agreement; and
    

    
      (e)                     the damage or destruction by fire or other
      casualty of any of the Assets or part thereof or in the event that any
      of the Assets or part thereof becomes the subject of any proceeding or,
      to the Knowledge of Parent or any Seller, threatened proceeding for the
      taking thereof or any part thereof or of any right relating thereto by
      condemnation, eminent domain or other similar governmental action;
    

    
      provided, however, that no disclosure made pursuant to this Section
      shall have any effect with respect to Claims for indemnification
      pursuant to Article XII or for the purpose of determining satisfaction
      of conditions to Closing set forth in Section 9.1 or 9.2.
    

    
      Section 7.4.       No
      Solicitation of Transactions.
    

    
      None of the Sellers, the Parent nor any of their Affiliates shall,
      directly or indirectly, through any member, manager, officer, director,
      representative or agent of any of them or otherwise, initiate, solicit
      or encourage (including by way of furnishing non-public information or
      assistance), or enter into negotiations of any type, directly or
      indirectly, or enter into a confidentiality agreement, letter of intent
      or purchase agreement, merger agreement or other similar agreement with
      any Person, firm or corporation other than the Purchaser with respect to
      a sale of any portion of the Assets or the Business, or a merger,
      consolidation, business combination, sale of all or any substantial
      portion of the capital stock of any of the Sellers, or the liquidation
      or similar extraordinary transaction with respect to any Seller that may
      prevent or materially delay the performance by the Sellers of any of its
      obligations under this Agreement or the consummation of the transactions
      contemplated hereby.  The Parent and Sellers will notify the Purchaser
      orally (within one (1) Business Day) and in writing (as promptly as
      practicable) of all relevant terms of any proposals by a third party to
      do any of the foregoing which the Parent or any of its Affiliates or any
      of their respective officers, directors, partners, employees, investment
      bankers, financial advisors, attorneys, accountants or other
      representatives may receive relating to any of such matters and, if such
      proposal is in writing, the Parent will deliver to the Purchaser a copy
      of such inquiry or proposal and any other correspondence or other
      written materials received in connection therewith.
    

    
      
        

        

      

      
        
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      Section 7.5.       Reasonable
      Efforts; Further Assurances; Cooperation.
    

    
      Subject to the other provisions of this Agreement, the Parties will each
      use their reasonable, good faith efforts to perform their obligations in
      this Agreement and to take, or cause to be taken, and do, or cause to be
      done, all things necessary, proper or advisable under applicable law to
      obtain all consents required as described on Schedule 4.12(b) and
      all regulatory approvals (including, but not limited to those identified
      in Sections 4.3 and 5.2) and to satisfy all conditions to their
      respective obligations under this Agreement and to cause the
      transactions contemplated in this Agreement to be effected in accordance
      with the terms of this Agreement and will cooperate fully with each
      other and their respective officers, directors, employees, agents,
      counsel, accountants and other designees in connection with any steps
      required to be taken as a part of their respective obligations under
      this Agreement, including, without limitation:
    

    
      (a)                     In the event any claim, action, suit,
      investigation or other proceeding by any Governmental Entity or other
      Person is commenced which questions the validity or legality of the
      transactions contemplated by this Agreement or seeks damages in
      connection therewith, the Parties agree to cooperate and use all
      reasonable efforts to defend against such claim, action, suit,
      investigation or other proceeding and, if an injunction or other order
      is issued in any such action, suit or other proceeding, to use all
      reasonable efforts to have such injunction or other order lifted and to
      cooperate reasonably regarding any other impediment to the consummation
      of the transactions contemplated by this Agreement.
    

    
      (b)                     The Sellers and Parent will give any notices to
      third parties and use their reasonable best efforts (in consultation
      with the Purchaser) to obtain any third party consents (i) necessary,
      proper or advisable to consummate the transactions contemplated by this
      Agreement, (ii) disclosed or required to be disclosed in the Schedules
      to this Agreement, including, without limitation, the consents described
      in Schedule 4.12(b), (iii) required to avoid a breach of or
      default under any Assumed Contracts in connection with the consummation
      of the transactions contemplated by this Agreement or (iv) required to
      prevent a Material Adverse Effect on the assets, liabilities, results of
      operations, business or prospects of the Business, whether prior to or
      after the Closing Date.
    

    
      
        

        

      

      
        
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      (c)                     The Parties will give prompt notice to the other
      Party of (i) the occurrence, or failure to occur, of any event which
      occurrence or failure would be likely to cause any representation or
      warranty of the Sellers, the Parent or the Purchaser, as the case may
      be, contained in this Agreement to be untrue or inaccurate at any time
      from the date hereof to the Closing Date or that will or may result in
      the failure to satisfy any of the conditions specified in Article IX of
      this Agreement and (ii) any failure of any Seller, the Parent or the
      Purchaser, as the case may be, to comply with or satisfy any covenant,
      condition or agreement to be complied with or satisfied by any of them
      under this Agreement; provided, however, that no disclosure made
      pursuant to this Section shall have any effect with respect to Claims
      for indemnification pursuant to Article XII or for the purpose of
      determining satisfaction of conditions to Closing set forth in Section 9.
    

    
      Section 7.6.       Consents.
    

    
      To the extent that third party consents relating to Assumed Contracts
      have not been obtained by the Sellers or Parent as of the Closing, and
      the Purchaser in its sole discretion waives the applicable Closing
      condition contained herein, the Sellers shall, during the remaining term
      of such Assumed Contracts (the “Non-Assignable Contracts”),
      use each of their respective reasonable best efforts to (a) obtain the
      consent of the applicable third party, (b) make the benefit of such
      Non-Assignable Contracts available to the Purchaser so long as the
      Purchaser fully cooperates with the Sellers or Parent and promptly
      reimburses the Sellers or Parent for all payments made by them (and
      otherwise approved by the Purchaser) in connection therewith, and (c)
      enforce at the request of the Purchaser and at the expense and for the
      account of the Purchaser, any rights of the Sellers arising from such
      Non-Assignable Contracts against the other party or parties thereto
      (including the right to elect or terminate any such Non-Assignable
      Contracts in accordance with the terms thereof).  The Sellers and Parent
      will not take any action or suffer any omission which would limit or
      restrict or terminate in any material respect the benefits to the
      Purchaser of such Non-Assignable Contracts unless, in good faith and
      after consultation with and prior written notice to the Purchaser, the
      Sellers or Parent are ordered orally or in writing to do so by a
      Governmental Entity of competent jurisdiction or the Sellers are
      otherwise required to do so by law; provided that if any such order is
      appealable, the Sellers or Parent will, at the Parent’s cost and
      expense, take such actions as are requested by the Purchaser to file and
      pursue such appeal and to obtain a stay of such order.  With respect to
      any such Non-Assignable Contract as to which the necessary approval or
      consent for the assignment or transfer to the Purchaser is obtained
      following the Closing, the Sellers shall transfer such Non-Assignable
      Contract to the Purchaser by execution and delivery of an instrument of
      conveyance reasonably satisfactory to the Purchaser, the Sellers and
      Parent within three (3) Business Days following receipt of such approval
      or consent.  Notwithstanding the foregoing, the Sellers shall not be
      indemnified to the extent of any losses which result from (a) any
      Seller’s or Parent’s failure to take any lawful action in accordance
      with the Purchaser’s reasonable instructions or (b) any Seller’s of
      Parent’s gross negligence or willful misconduct.
    

    
      
        

        

      

      
        
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      Section 7.7.       Public
      Announcements.
    

    
      Subject to their respective legal obligations, the Purchaser, Sellers
      and Parent shall consult with one another regarding the timing and
      content of all announcements and public filings regarding any aspect of
      this Agreement or the transactions contemplated hereby to the financial
      community, Governmental Entities, employees, customers, payors or the
      general public and shall use reasonable efforts to agree upon the text
      of any such announcement or filing prior to its release.  Except as
      required by applicable Laws, no Seller or Parent shall make any public
      announcement with respect to the transactions contemplated by this
      Agreement, or the existence of this Agreement, without the prior written
      consent of Purchaser, and the Parties shall, to the extent practicable,
      coordinate with respect to any such announcement required by Law in
      accordance with the prior sentence.
    

    
      Section 7.8.       Supplements
      to Schedules.
    

    
      (a)                     By
      Sellers/Parent.  From time to time up to the Closing Date, for
      information purposes only the Sellers and Parent will promptly
      supplement or amend the Schedules which they have delivered pursuant to
      this Agreement with respect to any matter first existing or occurring
      after the date hereof which, if existing or occurring at or prior to the
      date hereof, would have been required to be set forth or described in
      such Schedules or which is necessary to correct any information in such
      Schedules which has been rendered inaccurate thereby.  No supplement or
      amendment to any Schedule will have any effect with respect to claims
      for indemnification pursuant to Article XII or for the purpose of
      determining satisfaction of the conditions set forth in Section 9.2.  For
      purposes of determining whether there is any misrepresentation or breach
      of a warranty, covenant or agreement by the Sellers or Parent hereunder,
      the Schedules delivered by the Seller and Parent shall be deemed to
      include only the information contained therein on the date of this
      Agreement or as those Schedules may be amended or supplemental prior to
      the Closing in writing with the Sellers’, Parent’s and the Purchaser’s
      written consent.
    

    
      (b)                     By
      Superfly Parent/Purchaser.  If, during the course of conducting due
      diligence, Superfly Parent and the Purchaser discover, in their sole and
      absolute discretion, that certain assets, liabilities and/or other items
      should and/or should not have been listed in the schedules, Superfly
      Parent or the Purchaser may, from time to time up to the Closing Date,
      direct or cause the Parent and Sellers to supplement or amend the
      schedules accordingly.
    

    
      Section 7.9.       Insurance.
    

    
      If requested by the Purchaser, the Sellers and Parent shall in good
      faith cooperate with the Purchaser and take all actions reasonably
      requested by the Purchaser that are necessary or desirable to permit the
      Purchaser to have available to it following the Closing the benefits
      (whether direct or indirect) of the insurance policies maintained by or
      on behalf of the Sellers with respect to the Business, the Assets or the
      Assumed Liabilities that are currently in force.
    

    
      Section 7.10.      Non-Competition
      and Confidentiality.
    

    
      (a)                     In consideration of the premises contained
      herein and the consideration to be received hereunder, and in
      consideration of, and as an inducement to the Purchaser to consummate
      the transactions contemplated by this Agreement, from the Closing Date
      until three (3) years after the Closing Date (the “Non-Compete
      Period”), the Parent and Sellers shall not, and they shall not
      permit their Affiliates to, whether as an agent, consultant, advisor,
      representative, shareholder, member, manager, partner or joint venturer,
      directly or indirectly, own, manage, control, participate in, consult
      with, render services for, or in any manner engage in or represent any
      business anywhere in the world that is competitive with the Business or
      any product of the Business as such Business is conducted as of the
      Closing Date.  The Parent and Sellers specifically agree that this
      covenant is an integral part of the inducement of the Purchaser to enter
      into this Agreement, and absent this covenant Purchaser would not enter
      into this Agreement and that Purchaser shall be entitled to injunctive
      relief in addition to all other legal and equitable rights and remedies
      available to it in connection with any breach by such Person or its
      applicable Affiliates of any provision of this Section 7.10 and that,
      notwithstanding the foregoing, no right, power, or remedy conferred upon
      or reserved or exercised by the Purchaser in this Section 7.10 is
      intended to be exclusive of any other right, power or remedy, each and
      every one of which (now or hereafter existing at law, in equity, by
      statute or otherwise) shall be cumulative and concurrent.  
    

    
      
        

        

      

      
        
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      (b)                     Nothing herein shall prohibit the Parent or the
      Sellers from being a passive owner of not more than 2% of the
      outstanding stock of any class of a corporation which is publicly
      traded, other than Superfly Parent, so long as the Parent or the Sellers
      have no active participation in the business of such corporation.  
    

    
      (c)                     During the Non-Compete Period, the Parent and
      Sellers shall not and shall not permit their Affiliates to, directly or
      indirectly through another Person: (i) induce or attempt to induce any
      employee of Superfly Parent, the Purchaser or any of their Affiliates to
      leave the employ of Superfly Parent, the Purchaser or any such Affiliate
      or in any way interfere with the relationship between Superfly Parent,
      the Purchaser or any such Affiliate, on the one hand, and any employee
      thereof, on the other hand; (ii) hire any person who was an employee of
      Superfly Parent, the Purchaser or any of their Affiliates until one (1)
      year after such individual’s employment relationship with Superfly
      Parent, the Purchaser or such Affiliate has ended; or (iii) induce or
      attempt to induce any customer, supplier, distributor, vendor, licensee
      or other business relation of the Business to cease doing business with
      Superfly Parent, the Purchaser or their Affiliate, or in any way
      interfere with the relationship between any such customer, supplier,
      distributor, vendor, licensee or business relation, on the one hand, and
      Superfly Parent, the Purchaser or such Affiliate, on the other hand.
    

    
      (d)                     The Parent and Sellers acknowledge and agree
      that they have received and will receive sufficient consideration and
      other benefits as provided hereunder to clearly justify the restrictions
      contained in this Section 7.10.  The Parent and Sellers have carefully
      considered the nature and extent of the restrictions placed upon them by
      this Agreement, and hereby acknowledge and agree that the same are
      reasonable in time, scope and territory, do not confer a benefit upon
      the Purchaser or any of its Affiliates disproportionate to the detriment
      of the Parent or any Seller, are reasonable and necessary for the
      protection of the Purchaser and its Affiliates and are an essential
      inducement to the Purchaser to consummate the transactions contemplated
      by this Agreement.
    

    
      
        

        

      

      
        
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      (e)                     If, at the time of enforcement of this Section
      7.10, a court or arbitrator holds that the restrictions stated herein
      are unreasonable under the circumstances then existing, the Parties
      agree that the maximum period, scope or geographical area reasonable
      under such circumstances shall be substituted for the stated period,
      scope or area determined to be reasonable under the circumstances by
      such court or arbitrator, as applicable.
    

    
      (f)                     The Parent and Sellers covenant and agree that
      they will not seek to challenge the enforceability of the covenants
      contained in this Section 7.10, nor will they assert as a defense to any
      action seeking enforcement of the provisions contained in this Section
      7.10 (including an action seeking injunctive relief) that such
      provisions are not enforceable due to lack of sufficient consideration
      received by the Parent or Sellers. The Parties hereto agree and
      acknowledge that money damages would not be an inadequate remedy for any
      breach of this Section 7.10.  Therefore, in the event of a breach or
      threatened breach by the Parent or any Seller of this Section 7.10, the
      Purchaser or its successors or assigns may, in addition to other rights
      and remedies existing in their favor, apply to any court of competent
      jurisdiction for specific performance and/or injunctive or other relief
      in order to enforce, or prevent any violations of, the provisions of
      this Section 7.10 (without posting a bond or other security).
    

    
      (g)                     Both before and after the Closing, the Parties
      shall not use or disclose to any Person, nor shall they permit their
      Affiliates to use or disclose to any Person, except as required by
      applicable Law or Order (and in such situation, after giving the
      Purchaser prior written notice of the proposed disclosure), any
      confidential or proprietary information of the other Party, for any
      reason or purpose whatsoever, and shall not make use of any of the
      confidential or proprietary information for their own purposes or for
      the benefit of any Person except the applicable Party or any of its
      Affiliates; provided, however, that the foregoing shall not apply to the
      Purchaser or Superfly Parent with respect to the Business following the
      Closing.
    

    
      Section 7.11.      Risk of Loss.
    

    
      The risk of loss with respect to the Assets shall remain with the
      Sellers and Parent until the Closing.  Until the Closing, the Sellers
      and Parent shall maintain in force all the policies of property damage
      insurance under which any of the Assets is insured.  If before the
      Closing any of the Assets is lost, damaged or destroyed and the loss,
      damage or destruction would likely result in a Material Adverse Effect
      on the Business or Assets, then:
    

    
      (a)                     the Purchaser may terminate this Agreement in
      accordance with the provisions of Section 11.1; or
    

    
      (b)                     the Purchaser may require the applicable Seller
      to assign to the Purchaser the proceeds of any insurance payable as a
      result of the occurrence of such loss, damage or destruction and to
      reduce the Purchase Price by the amount of the replacement cost of the
      Assets which were lost, damaged or destroyed less the amount of any
      proceeds of insurance payable as a result of the occurrence.
    

    
      The provisions of this Section 7.11 shall be without prejudice to any
      other rights of the Purchaser under this Agreement.
    

    
      
        

        

      

      
        
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      Section 7.12.      Name Change.
    

    
      Simultaneously with the Closing, the Sellers shall change their company
      names to remove any reference to the name “Legacy” or “Consumer Loyalty”
      or any other trade name used in the Business.  The Sellers and Parent
      agree that from and after the Closing, the Sellers and Parent shall, and
      shall cause their Affiliates to, cease to use any written materials,
      including, labels, packing materials, letterhead, advertising materials
      and forms, in each case which include the words “Legacy” or “Consumer
      Loyalty.”  As promptly as practicable after the Closing Date, the
      Sellers shall file in all jurisdictions in which it is qualified to do
      business any documents necessary to reflect such change of name or to
      terminate its qualification therein.  In connection with enabling the
      Purchaser, at or as soon as practicable after the Closing Date, to use
      the current company names the Sellers shall, simultaneously with the
      Closing, execute and deliver to the Purchaser all consents related to
      such change of name as may be requested by the Purchaser, and will
      otherwise cooperate with the Purchaser in effecting such name change.  
    

    
      Section 7.13.      Employment
      Agreements with Key Employees.
    

    
      Purchaser and those employees of Parent or the Sellers listed in Schedule
      7.13 (“Key Employees”) shall execute employment
      agreements, including confidentiality, non-compete and assignment of
      discoveries provisions (each, an “Employment Agreement” and
      collectively, the “Employment Agreements”) substantially in
      the form attached hereto as Exhibit D and on terms satisfactory
      to the Purchaser and Superfly Parent.
    

    
      Section 7.14.      Registration
      of Shares; Distribution to Parent Shareholders.
    

    
      Superfly Parent and Parent shall execute a Registration Rights Agreement
      (“Registration Rights Agreement”), substantially in the
      form attached hereto as Exhibit E, and on terms satisfactory to
      Superfly Parent, for the registration of the Shares with the Commission
      for resale by the Parent.  Subject to the provisions of Section 3.1(c),
      the Parent shall distribute all or a portion of such Shares to all of
      its shareholders on a pro rata basis, within one hundred eighty (180)
      days after the Closing, unless in the opinion of legal counsel to
      Parent, such distribution of such Shares would violate any federal or
      state securities laws in which case such Shares shall be so distributed
      within one hundred eighty (180) days after a registration statement has
      been filed with and deemed effective by the Commission and any state
      securities bureau, if applicable, or such distribution otherwise becomes
      legal in the opinion of legal counsel to Parent.  
    

    
      Section 7.15.      Shareholder
      Consents.
    

    
      (a)                     As promptly as reasonably practicable following
      the execution of this Agreement, Parent shall take all action necessary
      in accordance with the Utah Act, Parent Articles and Parent Bylaws to
      obtain the requisite vote or consent of its shareholders by Shareholder
      Consents for the purpose of adopting and approving this Agreement and
      the transactions contemplated hereby.  Parent shall use its reasonable
      best efforts to solicit from its shareholders such Shareholder Consents
      in favor of the adoption and approval of this Agreement and the approval
      of the transactions contemplated hereby and will take all other action
      necessary or advisable to secure the consent of its shareholders as
      required by the Utah Act to obtain such approvals.  Parent shall ensure
      that the Shareholder Consents are solicited by Parent in compliance with
      the Utah Act, Parent Articles and Parent Bylaws, and all other
      applicable legal requirements.  
    

    
      
        

        

      

      
        
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      (b)                     The Board of Directors of Parent (the “Parent
      Board”) shall unanimously recommend that Parent’s shareholders vote
      in favor of or consent to the adoption and approval of this Agreement
      and the transactions contemplated hereby, and neither the Parent Board
      nor any committee thereof shall withdraw, amend or modify, or propose or
      resolve to withdraw, amend or modify in a manner adverse to Superfly
      Parent or Purchaser, the unanimous recommendation of the Parent Board
      that Parent’s shareholders vote in favor of and adopt and approve this
      Agreement and the transactions contemplated hereby.
    

    
      (c)                     Parent shall use its best efforts to, as soon as
      practicable after the execution of this Agreement and prior to the
      mailing of the Shareholder Consents, to obtain an executed Voting
      Agreement from as many shareholders of the Parent as possible.
    

    
      Section 7.16.      Audited Financial
      Statements; Financial Data.
    

    
      (a)                     Audited
      Financial Statements.  As soon as practicable after the execution of
      this Agreement and prior to the Closing Date, Parent and Sellers shall
      provide to Superfly Parent and Purchaser true, correct and complete
      copies of the Audited Financial Statements satisfactory to Superfly
      Parent and Purchaser in their sole and absolute discretion.  
    

    
      (b)                     Financial
      Data.  During the period after execution of this Agreement and the
      Closing Date, as soon as practicable, Parent shall furnish to Parent
      (i) monthly profit and loss statements, (ii) a listing of accounts
      receivable, including aging, as of the end of each month, (iii) a
      listing of accounts payable, including aging, as of the end of each
      month, and (iv) such additional financial data as Superfly Parent or
      Purchaser may reasonably request.
    

    
      Section 7.17.      Exhibits.
    

    
      As promptly as reasonably practicable after the execution of this
      Agreement, the Parties shall negotiate and finalize all exhibits hereto.
    

    
      Section 7.18.      FTC Proceedings.
    

    
      Prior to and after the Closing, Parent and Sellers shall: (a) use their
      best efforts to pursue and obtain a settlement of any and all
      Proceedings initiated by the FTC against Parent, any Seller or the
      Business; and (b) not oppose the Stipulated Order for Permanent
      Injunction and Settlement of Claims for Monetary Relief proposed by the
      FTC on or about November 24, 2008, a copy of which is set forth in Schedule
      7.18.
    

    
      
        

        

      

      
        
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      Section 7.19.      Issuance of
      Parent Common Stock to Superfly Parent/Conversion of Note.
    

    
      If necessary to obtain the requisite vote or consent of the shareholders
      of Parent to adopt and approve this Agreement and the transactions
      contemplated hereby, and upon Superfly Parent’s partial conversion of
      the Note, Parent shall issue to Superfly Parent the amount of shares of
      Parent Common Stock necessary to obtain such requisite vote, up a
      maximum of 10,000,000 shares of Parent Common Stock, valued at $0.01 per
      share.  Superfly Parent agrees to partially convert the Note in
      accordance with the terms of this Section 7.19 if requested by Parent
      and if necessary to obtain the requisite vote or consent of the
      shareholders of Parent to adopt and approve this Agreement and the
      transactions contemplated hereby.
    

    
      ARTICLE VIII
TAX AND EMPLOYEE MATTERS
    

    
      Section 8.1.       Tax
      Cooperation.
    

    
      The Purchaser, Sellers and Parent shall reasonably cooperate with each
      other in connection with the preparation or audit of any Tax Return(s)
      and any Tax claim or litigation in respect of the Business, Assets and
      the Assumed Liabilities, which cooperation shall include, but not be
      limited to, making reasonably available documents and employees, if any,
      capable of providing information or testimony.
    

    
      Section 8.2.       Transfer
      Taxes.
    

    
      All excise, sales, use, value added, registration stamp, recording,
      documentary, conveyancing, franchise, property, transfer, gains and
      similar Taxes, levies, charges and fees (collectively, “Transfer
      Taxes”) incurred in connection with the transactions contemplated by
      this Agreement shall be borne by the Sellers and Parent.  The
      Purchaser, Sellers and Parent shall cooperate in providing each other
      with any appropriate resale exemption certifications and other similar
      documentation.  The Party that is required by applicable law to make the
      filings, reports, or returns with respect to any applicable Transfer
      Taxes shall do so, and the other Party shall cooperate with respect
      thereto as necessary.
    

    
      Section 8.3.       Employees.
    

    
      (a)                     The Parent and the applicable Seller shall be
      solely responsible and the Purchaser shall have no obligations
      whatsoever for any compensation or other amounts payable to any employee
      (or former employee) of each Seller, including, without limitation,
      bonus, salary, accrued vacations, fringe, pension or profit sharing
      benefits, or severance pay payable to any employee (or former employee)
      of the applicable Seller for any period relating to the service with the
      applicable Seller at any time prior to the Closing Date and the Parent
      or applicable Seller shall pay all such amounts to all entitled
      employees on or prior to the Closing Date.
    

    
      
        

        

      

      
        
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      (b)                     The Parent and the applicable Seller shall
      remain solely responsible for the satisfaction of all claims for
      medical, dental, life insurance, health accident or disability benefits
      brought by or in respect of employees (or former employees), agents or
      “leased” employees of each Seller which claims relate to events
      occurring prior to the Closing Date.  The Parent and the applicable
      Seller also shall remain solely responsible for all worker’s
      compensation claims of any employees (or former employees), agents or
      “leased” employees of the applicable Seller which relate to events
      occurring prior to the Closing Date.  The Parent or applicable Seller
      shall pay, or cause to be paid, all such amounts to the appropriate
      persons as and when due.
    

    
      ARTICLE IX
CONDITIONS TO CLOSING
    

    
      Section 9.1.       Conditions
      to Each Party’s Obligations.
    

    
      The respective obligations of each Party to consummate the transactions
      contemplated by this Agreement will be subject to the fulfillment or
      waiver, where permissible, at or prior to the Closing Date, of each of
      the following conditions:
    

    
      (a)                     Shareholder
      Approval.  This Agreement and the transactions contemplated hereby,
      including the Acquisition, shall have been approved and adopted by the
      affirmative vote or consent of the Parent’s shareholders by Shareholder
      Consents to the extent required by the Utah Act, the Parent Articles and
      Parent Bylaws.
    

    
      (b)                     Legality.  No
      provision of any applicable Law or regulation shall restrain, prevent,
      materially delay or restructure the transactions contemplated by this
      Agreement.  
    

    
      (c)                     No
      Injunctions; Orders or Restraints.  There will be no effective Order
      issued by a Governmental Entity of competent jurisdiction to the effect
      that the purchase and sale of the Assets may not be consummated as
      provided in this Agreement, and no proceeding or lawsuit will have been
      commenced by any Governmental Entity for the purpose of obtaining any
      such injunction, writ or preliminary restraining order and no written
      notice will have been received from any Governmental Entity indicating
      an intent to restrain, prevent, materially delay or restructure the
      transactions contemplated by this Agreement.
    

    
      Section 9.2.       Conditions
      to Obligations of the Purchaser.
    

    
      The obligations of the Purchaser to consummate the transactions
      contemplated by this Agreement will be subject to the fulfillment at or
      prior to the Closing of each of the following additional conditions:
    

    
      
        

        

      

      
        
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      (a)                     Representations
      and Warranties.  The representations and warranties of the Sellers
      and Parent set forth in Articles IV shall have been true and correct in
      all material respects as of the date hereof and shall be true and
      correct in all material respects as of the Closing Date as though made
      on and as of the Closing Date, except that those representations and
      warranties that by their terms are qualified by materiality or Material
      Adverse Effect shall be true and correct in all respects, and except
      that the representations and warranties specifically made as of a
      different date shall be true and correct as of such date;
    

    
      (b)                     Performance
      of Obligations of the Sellers and Parent.  The Sellers and Parent
      shall have performed in all material respects all covenants and
      agreements required to be performed by it under this Agreement on or
      prior to the Closing Date;
    

    
      (c)                     No
      Material Adverse Change.  Since the Unaudited Balance Sheet Date,
      there shall not have occurred (nor shall the Sellers or Parent have
      become aware of) any Material Adverse Effect in or affecting the
      Sellers, the Business, the Assets or the Assumed Liabilities;
    

    
      (d)                     Parent
      Board Recommendation.  Neither the Parent Board nor any committee
      thereof shall have withdrawn, amended or modified, or proposed or
      resolved to withdraw, amend or modify in a manner adverse to Superfly
      Parent or Purchaser, the unanimous recommendation of the Parent Board
      that Parent’s shareholders vote in favor of or consent to the adoption
      and approval of this Agreement and the transactions contemplated hereby.
    

    
      (e)                     No
      Proceeding.  There shall be no Proceeding pending before any
      Governmental Entity, or threatened to be filed or initiated, including,
      without limitation by any shareholder of Parent, which, in the
      reasonable judgment of any party, may result in the restraint or
      prohibition of the consummation of any transaction contemplated hereby
      or the obtaining of a material amount of damages from or other relief
      against Parent, any Seller or any of their members, managers, employees,
      directors or officers in such capacity, in connection with the
      consummation of any transaction contemplated hereby.
    

    
      (f)                     Audited
      Financial Statements.  The Audited Financial Statements shall not
      differ in any material respect from the Unaudited Financial Statements
      and shall show assets and EBITDA as reflected on the Unaudited Financial
      Statements.
    

    
      (g)                     Satisfactory
      Due Diligence.  Superfly Parent and Purchaser shall have completed
      and be satisfied with, in their sole and absolute discretion, the
      results of their due diligence investigation with respect to Parent,
      Sellers, the Business, the Assets and the Assumed Liabilities.
    

    
      (h)                     Consents.  The
      Sellers or Parent shall have obtained and delivered to the Purchaser the
      written consent (or waivers with respect thereto) for the assignment of
      all Material Contracts and as otherwise set forth on Schedule 9.2(h),
      and all such consents and waivers shall be in full force and effect;
    

    
      (i)                     Seller
      Certificates.  The Manager of each Seller and the President of the
      Parent shall have executed and delivered to the Purchaser a certificate
      as to compliance with the conditions set forth in Sections 9.2(a), (b)
      and (c);
    

    
      
        

        

      

      
        
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      (j)                     Indebtedness;
      Release of Liens.  Purchaser shall have received evidence, in form
      and substance reasonably satisfactory to the Purchaser, that all Liens
      affecting the Business and the Assets, other than Permitted Liens, have
      been released;
    

    
      (k)                     Ancillary
      Documents.  The Sellers and Parent, as applicable, shall have
      delivered, or caused to be delivered, to the Purchaser the following:
    

    
      (i)       executed deeds, bills of sale, instruments of assignment,
      certificates of title and other conveyance documents, dated the Closing
      Date, transferring to the Purchaser all of each Seller’s right, title
      and interest in and to the Assets, together with possession of the
      Assets, including a Bill of Sale for each Seller (the “Bill of
      Sale”) substantially in the form of Exhibit F attached
      hereto;
    

    
      (ii)      documents evidencing the assignment of the Assumed Contracts,
      and the assignment of any Permits, including an Assignment and
      Assumption Agreement for each Seller (the “Assignment and
      Assumption Agreement”) substantially in the form of Exhibit
      G attached hereto;
    

    
      (iii)     an assignment agreement with respect to Intellectually
      Property included in the Assets (the “Intellectual Property
      Assignment”), substantially in the form of Exhibit H
      attached hereto;
    

    
      (iv)      the Voting Agreement;
    

    
      (v)       the Employment Agreements, on terms satisfactory to the
      Purchaser and Superfly Parent;
    

    
      (vi)      the Registration Rights Agreement, on terms satisfactory to
      Superfly Parent;
    

    
      (vii)     a copy of resolutions of the board of directors of the Parent
      and the applicable governing body of each Seller authorizing the
      execution, delivery and performance of this Agreement by the Parent and
      Sellers and a certificate of the secretary or assistant secretary of the
      Parent and each Seller, dated as of the Closing Date, certifying:
      (x) the organizational documents of the Parent and each Seller, (y) that
      such resolutions were duly adopted and are in full force and effect, and
      (z) and attaching incumbency and specimen signatures of the officer(s)
      signing this Agreement;
    

    
      (viii)    a certificate of the Secretary of State (or other applicable
      office) in which the Sellers are organized and qualified to do business,
      dated as of a date not more than ten (10) Business Days prior to the
      Closing Date, certifying as to the good standing and non-delinquent tax
      status of the Sellers;
    

    
      (ix)      copies of all filings and/or notices made by the Sellers and
      the Parent with Governmental Entities in connection with the
      consummation of the transactions contemplated by this Agreement and the
      Ancillary Documents;
    

    
      
        

        

      

      
        
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      (x)       all documents or other evidence satisfactory to Superfly
      Parent and the Purchaser, in their sole and absolute discretion,
      confirming that any Proceedings by the FTC against the Parent, any
      Seller or the Business have been settled; and
    

    
      (xi)      all other documents required to be entered into by the Sellers
      and Parent pursuant to this Agreement or reasonably requested by the
      Purchaser to convey the Assets to the Purchaser or to otherwise
      consummate the transactions contemplated by this Agreement.
    

    
      Section 9.3.       Conditions
      to Obligations of the Sellers and Parent.
    

    
      The obligations of the Sellers and the Parent to consummate the
      transactions contemplated by this Agreement will be subject to the
      fulfillment at or prior to the Closing of each of the following
      additional conditions:
    

    
      (a)                     Representations
      and Warranties.  The representations and warranties of the Purchaser
      set forth in Article V shall have been true and correct in all material
      respects as of the date hereof and shall be true and correct in all
      material respects as of the Closing Date as though made on and as of the
      Closing Date, except that those representations and warranties that by
      their terms are qualified by materiality or Material Adverse Effect
      shall be true and correct in all respects, and except that the
      representations and warranties specifically made as of a different date
      shall be true and correct as of such date;
    

    
      (b)                     Performance
      of Obligations by the Purchaser.  The Purchaser shall have performed
      in all material respects all covenants and agreements required to be
      performed by it under this Agreement on or prior to the Closing Date;
    

    
      (c)                     Ancillary
      Documents.  The Purchaser shall have delivered, or caused to be
      delivered, to the Parent the following:
    

    
      (i)       the Purchase Price including the Cash less the Deposit and
      certificates representing the Shares;
    

    
      (ii)      executed deeds, bills of sale, instruments of assignment,
      certificates of title and other conveyance documents, dated the Closing
      Date, transferring to the Purchaser all of each Seller’s right, title
      and interest in and to the Assets, together with possession of the
      Assets, including the Bill of Sale;
    

    
      (iii)     documents evidencing the assignment of the Assumed Contracts,
      and the assignment of any Permits, including the Assignment and
      Assumption Agreement;
    

    
      (iv)      the Intellectual Property Assignment Agreement;
    

    
      (v)       the Voting Agreement;
    

    
      (vi)      the Employment Agreements;
    

    
      (vii)     the Registration Rights Agreement;
    

    
      
        

        

      

      
        
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      (viii)    a copy of the resolutions of the board of directors of
      Superfly Parent and the Purchaser authorizing the execution, delivery
      and performance of this Agreement by Superfly Parent and the Purchaser,
      respectively, and a certificate of the secretary or assistant secretary
      or Superfly Parent and the Purchaser, dated as of the Closing Date,
      certifying: (x) the organizational documents of Superfly Parent and the
      Purchaser, (y) that such resolutions were duly adopted and are in full
      force and effect, and (z) and attaching incumbency and specimen
      signatures of the officer(s) signing this Agreement; and
    

    
      (ix)      all other documents required to be entered into or delivered
      by the Purchaser at or prior to the Closing pursuant to this Agreement
      or the Ancillary Documents.
    

    
      ARTICLE X
CLOSING
    

    
      The consummation of the transactions contemplated by this Agreement is
      referred to in this Agreement as the “Closing.”  The “Closing
      Date” will occur no later than three (3) Business Days following the
      date upon which all conditions precedent set forth in Article IX of this
      Agreement are satisfied or waived by the party for whose benefit such
      conditions exist, or on such other date as the Parties may agree.  The
      Closing will take place at the offices of Butzel Long, 380 Madison
      Avenue, New York, NY 10017, or at such other place as the Parties may
      agree.
    

    
      ARTICLE XI
TERMINATION
    

    
      Section 11.1.      Termination.
    

    
      This Agreement may be terminated at any time at or prior to the Closing
      (the “Termination Date”):
    

    
      (a)                     in writing by mutual consent of the Parties;
    

    
      (b)                     by written notice from the Parent to the
      Purchaser, if the Purchaser (i) fails timely to perform in any material
      respect any of its covenants or agreements contained in this Agreement
      required to be performed by it on or prior to the Closing Date or
      (ii) materially breaches any of its representations and warranties
      contained in this Agreement, in each case which failure or breach is not
      cured within fifteen (15) days after the Parent has notified the
      Purchaser of its intent to terminate this Agreement pursuant to this
      subparagraph (b), provided that, if such failure cannot be cured within
      such fifteen (15) days, this Agreement shall not be terminated pursuant
      to this subparagraph (b) so long as diligent efforts are made by
      Purchaser to cure such failure;
    

    
      (c)                     by written notice from Superfly Parent or the
      Purchaser to the Parent, if (i) any Seller or the Parent fails timely to
      perform in any material respect any of their covenants or agreements
      contained in this Agreement required to be performed by it on or prior
      to the Closing Date, (ii) any Seller or the Parent materially breaches
      any of their representations and warranties contained in this Agreement,
      in each case which failure or breach is not cured within fifteen (15)
      days after the Purchaser has notified the Parent of its intent to
      terminate this Agreement pursuant to this subparagraph (c), provided
      that, if such failure cannot be cured within such fifteen (15) days,
      this Agreement shall not be terminated pursuant to this subparagraph (c)
      so long as diligent efforts are made by Sellers and Purchaser to cure
      such failure, (iii) any Seller or Parent breaches the covenants set
      forth in Section 7.4, (iv) the requisite adoption and approval of this
      Agreement and the transactions contemplated hereby by the shareholders
      of the Parent by Shareholder Consents has not been obtained as of March
      31, 2009, (v) Parent’s shareholders affirmatively vote against the
      approval and adoption of this Agreement and the transactions
      contemplated hereby, or (vi) the FTC Proceedings have not been settled
      as contemplated by the provisions of Section 7.18;
    

    
      
        

        

      

      
        
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      (d)                     by either the Purchaser or the Parent in the
      event that any condition to closing contained herein becomes incapable
      of being satisfied, provided that a Party shall not be entitled to
      terminate this Agreement pursuant to this clause (d) in the event the
      failure of such condition to be satisfied is due to breach or default of
      such Party or any of its Affiliates; or
    

    
      (e)                     by either the Purchaser or the Parent if there
      shall be any Law or regulation that makes the consummation of the
      transactions contemplated hereby illegal or otherwise prohibited or if
      consummation of the transactions contemplated hereby would violate any
      nonappealable final order, decree or judgment of any court or
      governmental body having competent jurisdiction.
    

    
      Section 11.2.      Effect of
      Termination.
    

    
      (a)                     If this Agreement is terminated as permitted by
      Section 11.1, except as set forth in Section 11.2(b) or 11.2(c) below:
      (i) such termination shall be without liability of either Party (or any
      member, manager, shareholder, director, officer, employee, agent,
      consultant or representative of such Party) to the other Party to this
      Agreement; provided that if such termination shall result from the (x)
      failure of either party to fulfill a condition to the performance of the
      obligations of the other Party, (y) failure to perform a covenant of
      this Agreement or (z) breach by either Party hereto of any
      representation or warranty or agreement contained herein, such Party
      shall be fully liable for any and all damages incurred or suffered by
      the other party as a result of such failure or breach; (ii) the Parent
      shall reimburse the Purchaser or Superfly Parent, as designated by
      Superfly Parent, the amount of the Deposit which shall be payable within
      two (2) days of termination by wire transfer of immediately available
      U.S. funds to such bank account as designated by the Superfly Parent;
      and (iii) the entire principal balance of the Note and all interest
      accrued thereon (collectively, the “Note Amount”) shall
      become immediately due and payable, and the Parent shall pay to
      Purchaser or Superfly Parent or an Affiliate thereof, as directed by
      Superfly Parent, the Note Amount within two (2) days of termination by
      wire transfer of immediately available U.S. funds to such bank account
      as designated by Superfly Parent.  The provisions of Sections 7.7
      (Public Announcements), this Section 11.2 (Effect of Termination), 13.1
      (Notices), 13.6 (Controlling Law; Amendment), 13.7 (Consent to
      Jurisdiction, Etc.), 13.8 (Waiver of Jury Trial) and 13.15 (Transaction
      Costs) shall survive any termination hereof pursuant to Section 11.1.
    

    
      
        

        

      

      
        
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      (b)                     Notwithstanding anything to the contrary
      contained in Section 11.3(a), if this Agreement is terminated by
      the Parent solely pursuant to Section 11.1(b), Parent shall be entitled
      to a termination fee in the aggregate amount of $250,000 (collectively,
      the “Parent Termination Fee”) which shall be Parent’s
      liquidated damages and sole and exclusive right and remedy related to
      the termination of this Agreement pursuant to Section 11.1(b); provided,
      however, that Parent shall reimburse Purchaser or Superfly Parent, as
      directed by Superfly Parent, in the amount equal to the difference
      between (i) the Deposit, plus the amount of any loans or payments other
      than the Deposit made or paid by or on behalf of the Purchaser to Parent
      or any Seller prior to the Closing, and (ii) the Parent Termination Fee,
      which such reimbursement shall be payable within two (2) days of
      termination by wire transfer of immediately available U.S. funds to such
      bank account as designated by Superfly Parent.  The Parties hereby agree
      that Parent’s and Sellers’ damages in the event of termination of this
      Agreement pursuant to Section 11.1(b) are difficult to ascertain, and
      that the Parent Termination Fee is a fair and adequate compensation for
      such damages.
    

    
      (c)                     Notwithstanding anything to the contrary
      contained in Section 11.3(a), if this Agreement is terminated by
      Superfly Parent or the Purchaser pursuant to (i) Section 11.1(c)(iii),
      (iv), (v) or (vi), or (ii) Section 11.1(d) with respect to the
      conditions to closing contained in Section 9.1(a), 9.2(d), 9.2(e),
      9.2(f), 9.2(g), or 9.2(k)(x): (x) the Parent shall pay to Purchaser or
      Superfly Parent or an Affiliate thereof, as directed by Superfly Parent,
      a termination fee as follows (A) the payment of cash in the amount of
      the Deposit which shall be payable within two (2) days of termination by
      wire transfer of immediately available U.S. funds to such bank account
      as designated by Superfly Parent, and (B) the issuance to Purchaser or
      Superfly Parent or an Affiliate thereof, as directed by Superfly Parent,
      of such number of shares of Parent Common Stock equal to 25% of the
      number of issued and outstanding shares of Parent Common Stock as of the
      date of termination, on a fully-diluted basis (the “Termination
      Shares”), which shall be issued within two (2) days of termination
      (collectively, the “Purchaser Termination Fee”); (y) the
      Note Amount shall become immediately due and payable, and the Parent
      shall pay to Purchaser or Superfly Parent or an Affiliate thereof, as
      directed by Superfly Parent, the Note Amount within two (2) days of
      termination by wire transfer of immediately available U.S. funds to such
      bank account as designated by Superfly Parent; and (z) the Purchaser
      Termination Fee shall be the Purchaser’s liquidated damages and sole and
      exclusive right and remedy related to the termination of this Agreement
      pursuant to Section 11.1(c)(iii) or (iv) or 11.1(d).  The Parties hereby
      agree that Purchaser’s damages in the event of such termination of this
      Agreement are difficult to ascertain, and that the Purchaser Termination
      Fee is a fair and adequate compensation for such damages.
    

    
      (d)                     Pursuant to a registration rights agreement to
      be entered into by the Parent and the holder of such Termination Shares
      as soon as practicable following the issuance of the Termination Shares
      pursuant to Section 11.2(c)(x)(B) above, which shall be on terms
      satisfactory to Superfly Parent, the Company shall, promptly and as soon
      as practicable after the issuance thereof, register the Termination
      Shares for resale by the holder of such Termination Shares pursuant to a
      registration statement filed by the Company with the Commission.
    

    
      
        

        

      

      
        
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      ARTICLE XII
INDEMNIFICATION
    

    
      Section 12.1.      Indemnification
      Obligations of the Sellers and the Parent.
    

    
      The Sellers and the Parent hereby jointly and severally indemnify,
      defend and hold harmless Superfly Parent, the Purchaser and its
      Affiliates, each of their respective officers, directors, employees,
      shareholders, agents and representatives and each of the heirs,
      executors, successors and assigns of any of the foregoing (collectively,
      the “Purchaser Indemnified Parties”) from, against and in
      respect of any and all claims, Liabilities, losses (whether or not
      involving a third party claim), costs, expenses, penalties, fines and
      judgments (at equity or at law) and damages whenever arising or incurred
      (including, without limitation, amounts paid in settlement, costs of
      investigation and reasonable attorneys’ fees and expenses) arising out
      of, relating to or in connection with:
    

    
      (a)                     any Liability of the Sellers or the Parent of
      any nature whatsoever, except the Assumed Liabilities;
    

    
      (b)                     events or circumstances occurring or existing
      with respect to the ownership, operation and maintenance of the
      Business, Assets and the Assumed Liabilities on or prior to the Closing
      Date, except the Assumed Liabilities;
    

    
      (c)                     the untruth, breach or inaccuracy of any
      representation or warranty made by a Seller or Parent in this Agreement
      or in the Ancillary Documents;
    

    
      (d)                     any breach of any covenant, agreement or
      undertaking made by a Seller or Parent in this Agreement or in the
      Ancillary Documents;
    

    
      (e)                     any fees, expenses or other payments incurred or
      owed by the Parent or any Seller to any brokers, financial advisors or
      comparable other Persons retained or employed by the Parent or the
      Sellers in connection with the transactions contemplated by this
      Agreement and the Ancillary Documents;
    

    
      (f)                     non-compliance by the Parties with any
      applicable bulk sales legislation;
    

    
      (g)                     any fraud, willful misconduct or bad faith of
      the Parent or any Seller in connection with this Agreement or the
      Ancillary Documents;
    

    
      (h)                     any Proceedings by the FTC, or by a third party
      in connection with the activities subject to such FTC Proceedings,
      related to the Parent, any Seller, the Business or any of their
      respective managers, officers, directors, members, shareholders,
      employees, agents or representatives for events or actions that have
      occurred in connection with the Business involving the Parent or any
      Seller prior to the Closing Date (collectively, the “FTC Claims”);
      and the extension of the FTC Claims to, or the initiation of Proceedings
      by the FTC or any third party against, the Purchaser, Superfly Parent,
      any of their Affiliates or any of their respective officers, directors,
      managers, shareholders, members, employees, agents or representatives,
      including, without limitation, attorneys’ fees and expenses, related to
      the facts and circumstances that are the subject of the FTC Claims; and
    

    
      
        

        

      

      
        
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      (i)                     any Liability of the Sellers or the Parent with
      respect to the restatement of financials contained in the Parent’s
      annual reports on Form 10-K for the fiscal years ended December 31, 2006
      and 2007, as amended.
    

    
      The claims, Liabilities, losses (including, without limitation,
      diminution in value of Assets or equity interests), costs, expenses
      (including reasonable attorneys’ and accountants’ and other
      professionals’ fees and litigation expenses), penalties, fines, damages,
      shortages, assessments, Tax deficiencies and Taxes (including interest
      and penalties thereon) incurred in connection with the receipt of
      indemnification payments (including interest or penalties thereon)
      arising from or in connection with any such matter that is the subject
      of indemnification under this Article XII, whether or not foreseeable,
      of the Purchaser Indemnified Parties described in this Section 12.1 as
      to which the Purchaser Indemnified Parties are entitled to
      indemnification are hereinafter collectively referred to as the “Purchaser
      Losses.”
    

    
      Section 12.2.      Indemnification
      Obligations of the Purchaser.
    

    
      The Purchaser will indemnify and hold harmless the Sellers and Parent
      and their members, managers, officers, directors, employees, agents and
      representatives and each of the heirs, executors, successors and assigns
      of any of the foregoing (collectively, the “Seller Indemnified
      Parties”) from, against and in respect of any and all claims,
      Liabilities, losses, costs, expenses, penalties, fines and judgments (at
      equity or at law, including statutory and common) and damages whenever
      arising or incurred (including, without limitation, amounts paid in
      settlement, costs of investigation and reasonable attorneys’ fees and
      expenses) arising out of or relating to:
    

    
      (a)                     the Assumed Liabilities;
    

    
      (b)                     any untruth, breach or inaccuracy of any
      representation or warranty made by the Purchaser in this Agreement or in
      any of the Ancillary Documents;
    

    
      (c)                     any breach of any covenant, agreement or
      undertaking made by the Purchaser in this Agreement or in any of the
      Ancillary Documents;
    

    
      (d)                     any fees, expenses or other payments incurred or
      owed by the Purchaser to any brokers, financial advisors or comparable
      other Persons retained or employed by Superfly Parent or the Purchaser
      in connection with the transactions contemplated by this Agreement and
      the Ancillary Documents; or
    

    
      (e)                     any fraud, willful misconduct or bad faith of
      the Purchaser in connection with this Agreement or the Ancillary
      Documents.
    

    
      The claims, Liabilities, losses, costs, expenses (including reasonable
      attorneys’ and accountants’ and other professionals’ fees and litigation
      expenses), penalties, fines, damages, shortages, assessments, Tax
      deficiencies and Taxes (including interest and penalties thereon)
      incurred in connection with the receipt of indemnification payments
      (including interest or penalties thereon) arising from or in connection
      with any such matter that is the subject of indemnification under this
      Article XII, whether or not foreseeable, of the Seller Indemnified
      Parties described in this Section 12.2 as to which the Seller
      Indemnified Parties are entitled to indemnification are hereinafter
      collectively referred to as the “Seller Losses.”
    

    
      
        

        

      

      
        
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      Section 12.3.      Indemnification
      Procedure.
    

    
      (a)                     Promptly after receipt by a Purchaser
      Indemnified Party or a Seller Indemnified Party (hereinafter
      collectively referred to as an “Indemnified Party”) of
      notice by a third party (including any Governmental Entity) of any
      complaint or the commencement of any audit, investigation, action or
      proceeding with respect to which such Indemnified Party may be entitled
      to receive payment from the other Party for any Purchaser Losses or
      Seller Losses, as the case may be, such Indemnified Party will notify
      the Purchaser, the Parent or the Sellers, as the case may be (the “Indemnifying
      Party”), promptly following the Indemnified Party’s receipt of such
      complaint or of notice of the commencement of such audit, investigation,
      action or proceeding; provided, however, that the failure
      to so notify the Indemnifying Party will relieve the Indemnifying Party
      from liability under this Agreement with respect to such claim only if,
      and only to the extent that, such failure to notify the Indemnifying
      Party results in the forfeiture by the Indemnifying Party of rights and
      defenses otherwise available to the Indemnifying Party with respect to
      such claim.  The Indemnifying Party will have the right, upon written
      notice delivered to the Indemnified Party within ten (10) days
      thereafter assuming full responsibility for any Purchaser Losses or
      Seller Losses, as the case may be, resulting from such audit,
      investigation, action or proceeding, to assume the defense of such
      audit, investigation, action or proceeding, including the employment of
      counsel reasonably satisfactory to the Indemnified Party and the payment
      of the fees and disbursements of such counsel.  If, however, the
      Indemnifying Party declines or fails to assume the defense of the audit,
      investigation, action or proceeding on the terms provided above or to
      employ counsel reasonably satisfactory to the Indemnified Party, in
      either case within such ten (10) day period, then such Indemnified Party
      may employ counsel to represent or defend it in any such audit,
      investigation, action or proceeding and the Indemnifying Party will pay
      the reasonable fees and disbursements of such counsel as incurred; provided,
      however, that the Indemnifying Party will not be required to pay
      the fees and disbursements of more than one (1) counsel for all
      Indemnified Parties in any jurisdiction in any single audit,
      investigation, action or proceeding.  In any audit, investigation,
      action or proceeding with respect to which indemnification is being
      sought hereunder, the Indemnified Party or the Indemnifying Party,
      whichever is not assuming the defense of such action, will have the
      right to participate in such matter and to retain its own counsel at
      such Party’s own expense.  The Indemnifying Party or the Indemnified
      Party, as the case may be, will at all times use reasonable efforts to
      keep the Indemnifying Party or the Indemnified Party, as the case may
      be, reasonably apprised of the status of the defense of any matter the
      defense of which they are maintaining and to cooperate in good faith
      with each other with respect to the defense of any such matter.
    

    
      
        

        

      

      
        
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      (b)                     No Indemnified Party may settle or compromise
      any claim or consent to the entry of any judgment with respect to which
      indemnification is being sought hereunder without the prior written
      consent of the Indemnifying Party, unless (i) the Indemnifying Party
      fails to assume and maintain the defense of such claim pursuant to
      Section 12.3(a) or (ii) such settlement, compromise or consent includes
      an unconditional release of the Indemnifying Party from all liability
      arising out of such claim.  An Indemnifying Party may not, without the
      prior written consent of the Indemnified Party, settle or compromise any
      claim or consent to the entry of any judgment with respect to which
      indemnification is being sought hereunder unless (i) such settlement,
      compromise or consent includes an unconditional release of the
      Indemnified Party from all liability arising out of such claim, (ii)
      does not contain any admission or statement suggesting any wrongdoing or
      liability on behalf of the Indemnified Party and (iii) does not contain
      any equitable order, judgment or term which in any manner affects,
      restrains or interferes with the business of the Indemnified Party or
      any of the Indemnified Party’s Affiliates.
    

    
      (c)                     In the event any Indemnified Party should have a
      claim for indemnity against any Indemnifying Party that does not involve
      a third party claim, the Indemnified Party shall deliver notice of such
      claim with reasonable promptness to the Indemnifying Party.  Such notice
      shall specify the basis for such claim.  The failure by any Indemnified
      party so to notify the Indemnifying Party shall not relieve the
      Indemnifying Party from any liability that it may have to such
      Indemnified Party with respect to any claim made pursuant to this
      Section 12.3(c), it being understood that notices for claims in respect
      of a breach of a representation or warranty must be delivered prior to
      the expiration of the survival period for such representation or
      warranty under Section 12.4.  If the Indemnifying Party does not notify
      the Indemnified Party within thirty (30) calendar days following its
      receipt of such notice that the Indemnifying Party disputes its
      liability to the Indemnified Party under this Article XII, or the amount
      thereof, the claim specified by the Indemnified Party in such notice
      shall be conclusively deemed a liability of the Indemnifying Party under
      this Article XII, and the Indemnifying Party shall pay the amount of
      such liability to the Indemnified Party on demand or, in the case of any
      notice in which the amount of the claim (or any portion of the claim) is
      estimated, on such later date when the amount of such claim (or such
      portion of such claim) becomes finally determined.  If the Indemnifying
      Party has timely disputed its liability with respect to such claim as
      provided above, as promptly as possible, such Indemnifying Party and the
      Indemnified Party will establish the merits and amount of such claim (by
      mutual agreement, litigation, arbitration or otherwise) and, within five
      (5) Business Days of the final determination of the merits and amount of
      such claim, the Indemnifying Party will pay to the Indemnified Party
      immediately available funds in an amount equal to such claim as
      determined hereunder.
    

    
      (d)                     Notwithstanding the foregoing provisions or any
      other provision in this Agreement to the contrary, in connection with
      any Proceedings subject to Section 12.1(h), the Purchaser Indemnified
      Parties shall be entitled to, at its option: (i) approve the
      Indemnifying Party’s choice of counsel to their satisfaction in their
      sole discretion; or (ii) assume the defense of such Proceedings,
      including the retention of counsel satisfactory to the Purchaser
      Indemnified Parties in their sole discretion, the cost of which
      (including fees, expenses and disbursements) shall be borne by the
      Indemnifying Party as provided in Section 12.1(h).
    

    
      
        

        

      

      
        
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      Section 12.4.      Claims Period.
    

    
      For purposes of this Agreement, a “Claims Period” shall be
      the period during which a claim for indemnification may be asserted
      under this Agreement by an Indemnified Party.  The Claims Periods under
      this Agreement shall begin on the date hereof and terminate as follows:
    

    
      (a)                     The covenants and agreements of the Purchaser,
      the Sellers and the Parent, as applicable, shall survive in accordance
      with their terms and unless otherwise specified therein, shall survive
      indefinitely.  All representations and warranties of the Purchaser, the
      Sellers and the Parent, as applicable, and all claims or Proceedings
      with respect thereto, shall survive for a period of one (1) year after
      the Closing Date, except that the representation and warranties of the
      Sellers and Parent set forth in Section 4.2 (Authorization;
      Enforceability; Ownership), 4.14 (Environmental), 4.18 (Employee
      Matters) and 4.21 (Taxes) shall survive the Closing until the expiration
      of the applicable statute of limitations.
    

    
      (b)                     Notwithstanding the foregoing, if, prior to the
      close of business on the last day of the applicable Claims Period, an
      Indemnifying Party shall have been properly notified of a claim for
      indemnity hereunder and such claim shall not have been finally resolved
      or disposed of at such date, such claim shall continue to survive and
      shall remain a basis for indemnity hereunder until such claim is finally
      resolved or disposed of in accordance with the terms hereof.  The
      Sellers’ and the Parent’s indemnification obligations under this Article
      XII include, without limitation, the obligation to pay and reimburse the
      Purchaser for all Purchaser Losses, whether or not arising due to third
      party claims.
    

    
      Section 12.5.      Reliance
    

    
      Each Party hereto shall be entitled to rely upon, and shall be deemed to
      have relied upon, all representations, warranties and covenants of each
      other Party set forth in this Agreement which have been or are made in
      favor of such Party, and the rights of the Purchaser under this Article
      XII shall not be affected, notwithstanding (a) the making of this
      Agreement, (b) any investigation or examination conducted with respect
      to, or any Knowledge acquired (or capable of being acquired) about the
      accuracy or inaccuracy of or compliance with, any representation,
      warranty, covenant, agreement, undertaking or obligation made by or on
      behalf of the Parties hereto or (c) the Closing hereunder.
    

    
      Section 12.6.      Payment of
      Claims; Right of Set-off.
    

    
      The Purchaser shall have the right (but not the obligation) to reduce
      any amount owed by the Purchaser to the Sellers or the Parent under this
      Agreement, any Ancillary Documents or otherwise by (a) any amount owed
      by a Seller or the Parent to the Purchaser under this Agreement, any
      Ancillary Documents or otherwise, and (b) any Purchaser Losses incurred
      as a result of the indemnification events set forth in Section 12.1.  In
      the event that the Purchaser elects to exercise a right of set-off under
      this Section 12.6, the Purchaser shall deliver a written notice to the
      applicable Seller or the Parent specifying the amount thereof.
    

    
      
        

        

      

      
        
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      ARTICLE XIII
MISCELLANEOUS PROVISIONS
    

    
      Section 13.1.      Notices.
    

    
      All notices, communications and deliveries under this Agreement will be
      made in writing signed by or on behalf of the Party making the same,
      will specify the Section under this Agreement pursuant to which it is
      given or being made, and will be delivered personally or by facsimile or
      other electronic transmission or sent by registered or certified mail
      (return receipt requested) or by next day courier (with evidence of
      delivery and postage and other fees prepaid) as follows:
    

    
    	
          
                 To the Purchaser:
          

        	
          Superfly Advertising, Inc.
        
	

        	
          420 Lexington Avenue, Suite 450
        
	

        	
          New York, New York 10170
        
	

        	
          Attn: Curtis H. Staker
        
	

        	
          Facsimile: 212.355.1297
        
	

        	
          Email: cstaker@superflyadvertising.com
        
	

        	
           
        
	
          
             
          

        	
          
            with a copy (which shall not constitute notice) to:
          

        
	

        	
           
        
	

        	
          Butzel Long
        
	

        	
          380 Madison Avenue, 22nd Floor
        
	

        	
          New York, NY 10017
        
	

        	
          Attn: Jane Greyf, Esq.
        
	

        	
          Facsimile: 212.818.0494
        
	

        	
          E-mail: greyf@butzel.com
        
	

        	
           
        
	
          
                 To the Sellers or Parent:
          

        	
          c/o Commerce Planet, Inc.
        
	

        	
          30 S. La Patera Lane
        
	

        	
          Goleta, CA 93117
        
	

        	
          Attn: Anthony G. Roth
        
	

        	
          Facsimile: 805.456.2991
        
	

        	
          E-mail: troth@commerceplanet.com
        
	
          
             
          

        	

        
	

        	
          
            with a copy (which shall not constitute notice) to:
          

        
	

        	
           
        
	

        	
          Hodgson Russ LLP
        
	

        	
          1540 Broadway, 24th Floor
        
	

        	
          New York, NY 10036
        
	

        	
          Attn: Stephen A. Weiss, Esq. and Eric Pinero, Esq.
        
	

        	
          Facsimile: 212.751.0928
        
	

        	
          Email: sweiss@hodgsonruss.com and epinero@hodgsonruss.com
        


    

    
      
        

        

      

      
        
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      or to such other representative or at such other address of a Party as
      such Party may furnish to the other Parties in writing.  Any notice
      which is delivered personally or by facsimile or other electronic
      transmission in the manner provided herein shall be deemed to have been
      duly given to the Party to whom it is directed upon actual receipt by
      such Party or its agent.  Any notice which is addressed and mailed in
      the manner herein provided shall be conclusively presumed to have been
      duly given to the Party to which it is addressed at the close of
      business, local time of the recipient, on the fourth Business Day after
      the day it is so placed in the mail (or on the first Business Day after
      placed in the mail if sent by overnight courier) or, if earlier, the
      time of actual receipt.
    

    
      Section 13.2.      Schedules and
      Exhibits.
    

    
      The Schedules and Exhibits to this Agreement are hereby incorporated
      into this Agreement and are hereby made a part of this Agreement as if
      set out in full in this Agreement.
    

    
      Section 13.3.      Assignment;
      Successors in Interest.
    

    
      No assignment or transfer by any Party of such Party’s rights and
      obligations under this Agreement will be made except with the prior
      written consent of the other Parties to this Agreement; provided,
      however, that the Purchaser may assign any or all of its rights,
      obligations and interests hereunder without any such written consent to
      any Affiliate of the Purchaser.  This Agreement will be binding upon and
      will inure to the benefit of the Parties and their successors and
      permitted assigns, and any reference to a Party will also be a reference
      to a successor or permitted assign.
    

    
      Section 13.4.      Number; Gender.
    

    
      Whenever the context so requires, the singular number will include the
      plural and the plural will include the singular, and the gender of any
      pronoun will include the other genders.
    

    
      Section 13.5.      Captions.
    

    
      The titles, captions and table of contents contained in this Agreement
      are inserted in this Agreement only as a matter of convenience and for
      reference and in no way define, limit, extend or describe the scope of
      this Agreement or the intent of any provision of this Agreement.  Unless
      otherwise specified to the contrary, all references to Articles and
      Sections are references to Articles and Sections of this Agreement and
      all references to Schedules or Exhibits are references to Schedules and
      Exhibits, respectively, to this Agreement.
    

    
      Section 13.6.      Controlling Law;
      Amendment.
    

    
      This Agreement will be governed by and construed and enforced in
      accordance with the internal laws of the State of New York applicable to
      contracts made within such state.  This Agreement may not be amended,
      modified or supplemented except by written agreement of the Parties.
    

    
      
        

        

      

      
        
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      Section 13.7.      Consent to
      Jurisdiction, Etc.
    

    
      Except as otherwise expressly provided in this Agreement, the Parties
      hereto agree that any suit, action or proceeding seeking to enforce any
      provision of, or based on any matter arising out of or in connection
      with, this Agreement or the transactions contemplated hereby may
      be brought to the jurisdiction of the courts of the State of New York or
      the federal courts located in the New York, and each of the Parties
      hereby consents to the jurisdiction of such courts (and of the
      appropriate appellate courts therefrom) in any such suit, action or
      proceeding and irrevocably waives, to the fullest extent permitted by
      law, any objection which it may now or hereafter have to the laying of
      the venue of any such suit, action or proceeding in any such court or
      that any such suit, action or proceeding which is brought in any such
      court has been brought in an inconvenient forum.  The Parties agree
      that, after a legal dispute is before a court as specified in this
      Section 13.7, and during the pendency of such dispute before such court,
      all actions, suits, or proceedings with respect to such dispute or any
      other dispute, including without limitation, any counterclaim,
      cross-claim or interpleader, shall be subject to the jurisdiction of
      such court.  Process in any such suit, action or
      proceeding may be served on any Party anywhere in the world, whether
      within or without the jurisdiction of any such court.  Each Party hereto
      agrees that a final judgment in any action, suit or proceeding described
      in this Section 13.7 after the expiration of any period permitted for
      appeal and subject to any stay during appeal shall be conclusive and may
      be enforced in other jurisdictions by suit on the judgment or in any
      other manner provided by applicable laws.
    

    
      Section 13.8.      WAIVER OF JURY
      TRIAL.
    

    
      EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
      TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO
      THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
    

    
      Section 13.9.      Severability.
    

    
      Any provision of this Agreement which is prohibited or unenforceable in
      any jurisdiction will, as to such jurisdiction, be ineffective to the
      extent of such prohibition or unenforceability without invalidating the
      remaining provisions of this Agreement, and any such prohibition or
      unenforceability in any jurisdiction will not invalidate or render
      unenforceable such provision in any other jurisdiction.  To the extent
      permitted by law, the Parties waive any provision of law which renders
      any such provision prohibited or unenforceable in any respect.
    

    
      Section 13.10.     Counterparts;
      Electronic Signatures.
    

    
      This Agreement may be executed in two (2) or more counterparts, each of
      which will be deemed an original, and it will not be necessary in making
      proof of this Agreement or the terms of this Agreement to produce or
      account for more than one (1) of such counterparts.  Facsimile, PDF or
      other electronic signatures to this Agreement shall have the same effect
      as original signatures.
    

    
      Section 13.11.     Enforcement of Certain
      Rights.
    

    
      Nothing expressed or implied in this Agreement is intended, or will be
      construed, to confer upon or give any Person other than the Parties, and
      their successors or permitted assigns, any rights, remedies, obligations
      or liabilities under or by reason of this Agreement, or result in such
      Person being deemed a third party beneficiary of this Agreement.
    

    
      
        

        

      

      
        
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      Section 13.12.     Waiver.
    

    
      Any agreement on the part of a Party to any extension or waiver of any
      provision of this Agreement will be valid only if set forth in an
      instrument in writing signed on behalf of such Party.  A waiver by a
      Party of the performance of any covenant, agreement, obligation,
      condition, representation or warranty will not be construed as a waiver
      of any other covenant, agreement, obligation, condition, representation
      or warranty. A waiver by a Party of a condition to Closing will not be
      considered as a waiver of any rights to indemnification that may be
      claimed by such Party with respect to the matters relating to such
      waived condition.  A waiver by any Party of the performance of any act
      will not constitute a waiver of the performance of any other act or an
      identical act required to be performed at a later time.
    

    
      Section 13.13.     Integration.
    

    
      This Agreement and the documents executed pursuant to this Agreement
      supersede all negotiations, agreements and understandings (both written
      and oral) among the Parties with respect to the subject matter of this
      Agreement, including, without limitation, the Letter of Intent dated
      July 29, 2008 from Superfly Parent to the Parent and countersigned by
      the Parent on July 31, 2008.  
    

    
      Section 13.14.     Cooperation Following
      the Closing.
    

    
      Following the Closing, each of the Parties shall deliver to the others
      such further information and documents and shall execute and deliver to
      the others such further instruments and agreements as the other Party
      shall reasonably request to consummate or confirm the transactions
      provided for in this Agreement, to accomplish the purpose of this
      Agreement or to assure to the other Party the benefits of this Agreement.
    

    
      Section 13.15.     Transaction Costs.
    

    
      Except as provided above or as otherwise expressly provided herein, (a)
      the Purchaser will pay its own fees, costs and expenses incurred in
      connection with this Agreement and the transactions contemplated by this
      Agreement, including the fees, costs and expenses of its financial
      advisors, accountants and counsel, and (b) the Parent will pay the fees,
      costs and expenses of the Sellers and the Parent incurred in connection
      with this Agreement and the transactions contemplated by this Agreement,
      including the fees, costs and expenses of its financial advisors,
      accountants and counsel, and the costs pf the audit of the Business.
    

    
      Section 13.16.     Interpretation;
      Construction.
    

    
      (a)                     The term “Agreement”
      means this agreement together with all Schedules, Annexes and Exhibits
      hereto, as the same may from time to time be amended, modified,
      supplemented or restated in accordance with the terms hereof.  Unless
      the context otherwise requires, words importing the singular shall
      include the plural, and vice versa.  The use in this Agreement of the
      term “including” means “including, without limitation.” The words
      “herein,” “hereof,” “hereunder,” “hereby,” “hereto,” “hereinafter” and
      other words of similar import refer to this Agreement as a whole,
      including the Schedules, Annexes and Exhibits, as the same may from time
      to time be amended, modified, supplemented or restated, and not to any
      particular article, section, subsection, paragraph, subparagraph or
      clause contained in this Agreement.  All references to articles,
      sections, subsections, clauses, paragraphs, schedules and exhibits mean
      such provisions of this Agreement and the Schedules, Annexes and
      Exhibits attached to this Agreement, except where otherwise stated.  The
      use herein of the masculine, feminine or neuter forms shall also denote
      the other forms, as in each case the context may require.  The use in
      this Agreement of the terms “furnished,” “provided,” “delivered,” “made
      available” and similar terms refers, with respect to the provision of
      information and documents to the Purchaser, in addition to the physical
      delivery of such information or documents to the Purchaser, to such
      information and/or documents as are made available by the Parent, the
      Sellers, or any of their respective employees, consultants, advisors or
      attorneys.
    

    
      
        

        

      

      
        
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      (b)                     The language used in this Agreement shall be
      deemed to be the language chosen by the parties to express their mutual
      intent, and no rule of strict construction shall be applied against any
      Party.
    

    
      (c)                     Each of the Sellers and the Parent hereby
      acknowledges and agrees that (i) it has had the opportunity to consult
      with its own counsel with respect to the subject matter of this
      Agreement, and has read and understands all of the provisions of this
      Agreement (including the Schedules and Exhibits to this Agreement), and
      (ii) any assistance provided by the Purchaser or the Purchaser’s counsel
      with respect to the preparation of the Schedules and Exhibits to this
      Agreement shall, unconditionally, not be construed as knowledge of any
      of the matters set forth therein.   
    

    
      (Remainder of Page Intentionally Left Blank)
    

    
      

      

      

      

      

      

      

      


    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the Parties have caused this Amended and
      Restated Asset Purchase Agreement to be duly executed, as of the date
      first above written.
    

    

    

    
    	
           
        	
          
            SUPERFLY PARENT
          

        
	

        	
           
        
	

        	
          SUPERFLY ADVERTISING, INC., A DELAWARE CORPORATION
        
	

        	
           
        
	

        	
          
            By: /s/ Richard J. Berman
          

        
	

        	
          Name: Richard J. Berman
        
	

        	
          Title: Chairman of the Board
        
	

        	
           
        
	

        	
          
            PURCHASER
          

        
	

        	
           
        
	

        	
          SUPERFLY ADVERTISING, INC., AN INDIANA CORPORATION
        
	

        	
           
        
	

        	
          
            By: /s/ Richard J. Berman
          

        
	

        	
          Name: Richard J. Berman
        
	

        	
          Title: Chief Executive Officer
        
	

        	
           
        
	

        	
          
            PARENT
          

        
	

        	
           
        
	

        	
          COMMERCE PLANET, INC.
        
	

        	
           
        
	

        	
          
            By: /s/ Anthony G. Roth
          

        
	

        	
          Name: Anthony G. Roth
        
	

        	
          Title: President and Chief Executive Officer
        
	

        	
           
        
	

        	
          
            SELLERS
          

        
	

        	
           
        
	

        	
          LEGACY MEDIA, LLC
        
	

        	
           
        
	

        	
          By: Commerce Planet, Inc., as parent corporation
        
	

        	
           
        
	

        	
          
            By: /s/ Anthony G. Roth
          

        
	

        	
          Name: Anthony G. Roth
        
	

        	
          Title: President and Chief Executive Officer
        
	

        	
           
        


    

    
      

      

      

      

      


    

    
      [Signature Page to Asset Purchase Agreement]
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          CONSUMER LOYALTY GROUP, LLC
        
	

        	
           
        
	

        	
          By: Commerce Planet, Inc., as parent corporation
        
	

        	
           
        
	

        	
          
            By: /s/ Anthony G. Roth
          

        
	

        	
          Name: Anthony G. Roth
        
	

        	
          Title: President and Chief Executive Officer
        


    

    
      

      

      

      

      


    

    
      [Signature Page to Asset Purchase Agreement]