Unassociated Document


     

    EXHIBIT
      10.22


    GEEKS
      ON CALL HOLDINGS, INC.

    (a
      Delaware corporation)

    


    Private
      Placement of Units Constituting of Common Stock 

    and
      Warrants to Purchase Common Stock

    


    $2,000,000
      Minimum

    $6,000,000
      Maximum

    


    PLACEMENT
      AGREEMENT

    


    August
      8, 2008

    


    Anderson
      & Strudwick, Incorporated 

    707
      East
      Main Street

    20th
      Floor

    Richmond,
      Virginia 23219

    


    Ladies
      and Gentlemen:

    


    The
      undersigned, Geeks On Call Holdings, Inc., a Delaware corporation (the
“Company”), hereby confirms its agreement with you, acting as placement agent
      (the “Placement Agent”) as follows:

    


    1. Introduction.
      This
      Agreement sets forth the understandings and agreements between the Company
      and
      you whereby, subject to the terms and conditions herein contained, you will
      offer to sell, on a “best efforts basis” on behalf of the Company (the
“Offering”), a minimum of $2,000,000 (the “Minimum Offering”) and a maximum of
      $6,000,000 of Units (the “Units”) (subject to the increases described in Section
      4(a) below), at a price of $20,000 per Unit. Each Unit will be comprised of
      the
      number of shares funded by the issue price per share of the Company’s common
      stock, $0.001 par value per share (“Common Stock”), and a warrant to purchase
      one-half of one share of Common Stock (each, a “Warrant”) for each share of
      Common Stock purchased, on the terms more fully described in that certain
      Private Placement Memorandum including the exhibits thereto which is attached
      hereto as Exhibit A (the “PPM”). “PPM” means, with respect to any date or time
      referred to in this Agreement, the Private Placement Memorandum, as then amended
      or supplemented and including exhibits thereto and any documents incorporated
      therein by reference, which has as of that date or time been delivered to the
      Placement Agent. The Common Stock and the Warrants are hereinafter collectively
      referred to herein as “Securities”. Capitalized terms used herein and not
      otherwise defined herein shall have the meanings ascribed to them in the PPM.
      For the purposes of this Agreement, unless the context otherwise requires,
      the
      term “Company” shall be deemed to also include each of the Company’s
      subsidiaries.

    


    2. Representations
      and Warranties of the Company.
      The
      Company makes the following representations and warranties to you as of the
      date
      hereof, unless specifically indicated below. 

    


    
      
        
        

      

      
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    (a) PPM.
      The
      Company has prepared the PPM. The PPM, as of its date, did not contain any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein, in light of
      the
      circumstances under which they were made, not misleading; provided, however,
      that this representation and warranty shall not apply to any untrue statement
      of
      a material fact contained in the PPM, or an amendment or supplement thereto,
      or
      the omission to state a material fact necessary to make the statements therein
      not misleading, to the extent that such untrue statement or omission was made
      in
      the PPM, or an amendment or supplement thereto, in reliance upon and in
      conformity with written information furnished to the Company by you expressly
      for use therein. On each Closing Date (as hereinafter defined), the PPM will
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary in order to make the statements
      therein not misleading. 

    


    (b) Organization
      and Qualification.
      The
      Company has been duly incorporated and is validly existing as a corporation
      in
      good standing under the laws of the State of Delaware, with power and corporate
      authority to own its properties and conduct its business as described in the
      PPM. Each of the Company’s subsidiaries has been duly formed and is validly
      existing and in good standing under the laws of the jurisdiction of its
      incorporation, with power and authority to own or lease its properties and
      conduct its business as described in the PPM. The Company and each of its
      subsidiaries are duly qualified to transact business and in good standing in
      all
      jurisdictions in which the conduct of their business requires such
      qualifications, except for such jurisdictions where the failure to so qualify
      or
      be in good standing would not, individually or in the aggregate, result in
      any
      material adverse effect, or any development involving a prospective material
      adverse change or effect, in or on the business, prospects, financial position,
      stockholders’ equity or results of operations of the Company (a “Material
      Adverse Effect”).

    


    


    (c) Validity
      of Units.
      The
      Company has authorized the issuance and sale of the Units as described in the
      PPM. With the exception of applicable federal and state securities filings
      to be
      made by the Company, all action required to be taken by the Company as a
      condition to the Offering and sale of the Units to qualified accredited
      investors (as such term is defined in Rule 501 under the Securities Act of
      1933,
      as amended (the “Securities Act.”)) has been, or prior to the applicable Closing
      Date, will have been taken. The Units conform to the description thereof
      contained in the PPM. 

    


    (d) Capitalization.
      The
      authorized, issued and outstanding capital stock of the Company as of the date
      of the PPM is as set forth in the PPM under the heading “Capitalization”. All of
      the issued and outstanding equity securities have been duly authorized, validly
      issued, fully paid and are non-assessable, and, except as more fully described
      in the PPM, no holder of such shares has any preemptive
      rights to purchase any capital stock securities of the Company. Except as
      disclosed in the PPM, there is no outstanding option, warrant or other right
      calling for the issuance of, and no commitment, plan or arrangement to issue,
      any shares of capital stock of the Company or any security convertible into
      or
      exchangeable for capital stock of the Company. Upon issuance, the shares of
      Common Stock issued in the Offering will be validly issued, fully paid and
      non-assessable. Upon issuance, the shares of Common Stock underlying the
      Warrants (the “Warrant Shares”) will be validly issued, fully paid and
      non-assessable.

    


    
      
        
        

      

      
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    (e) Full
      Power.
      The
      Company has full power and authority to enter into this Agreement and to issue
      and deliver the Units, the Common Stock, the Warrants, and the Warrant Shares
      as
      provided herein and in the PPM and to consummate the transactions contemplated
      herein. This Agreement has been duly authorized, executed and delivered by
      the
      Company and is a valid and binding agreement of the Company, enforceable in
      accordance with its terms, except to the extent that enforceability may be
      limited by (i) bankruptcy, insolvency, moratorium, liquidation, reorganization,
      or similar laws affecting creditors’ rights generally, regardless of whether
      such enforceability is considered in equity or at law, (ii) general equity
      principles and (iii) limitations imposed by federal and state securities laws
      or
      the public policy underlying such laws regarding the enforceability of
      indemnification or contribution provisions.

    


    (f) Disclosed
      Agreements.
      All
      agreements between or among the Company and third parties expressly referenced
      in the PPM and as disclosed to the SEC under the Securities Exchange Act of
      1934, as amended (the “Exchange Act”) are legal, valid, and binding obligations
      of the Company, enforceable in accordance with their respective terms, except
      to
      the extent enforceability may be limited by (i) bankruptcy, insolvency,
      moratorium, liquidation, reorganization, or similar laws affecting creditors’
rights generally, regardless of whether such enforceability is considered in
      equity or at law and (ii) general equity principles.

    


    (g) Enforceability
      of Warrants.
      Upon
      issuance, each of the Warrants will have been duly authorized, validly executed,
      and delivered on behalf of the Company, and will constitute a legal, valid,
      and
      binding obligation of the Company enforceable in accordance with its terms,
      except to the extent enforceability may be limited by (i) bankruptcy,
      insolvency, moratorium, liquidation, reorganization, or similar laws affecting
      creditors’ rights generally, regardless of whether such enforceability is
      considered in equity or at law, and (ii) general equity principles.

    


    (h) Consents.
      Each
      consent, approval, authorization, order, license, certificate, permit,
      registration, designation or filing by or with any governmental agency or body
      or any other third party necessary for the valid authorization, issuance, sale,
      and delivery of the Units, the Common Stock, the Warrants, and the Warrant
      Shares, the execution, delivery and performance of this Agreement and the
      consummation by the Company of the transactions contemplated hereby and by
      the
      PPM has been, or prior to the applicable Closing Date will have been, made
      or
      obtained and is, or prior to the applicable Closing Date will be, in full force
      and effect, except for securities filings required to be made in accordance
      with
      applicable law.

    


    (i) Litigation.
      There
      is no pending or, to the knowledge of the Company, threatened or contemplated,
      action, suit, proceeding, inquiry, or investigation before or by any court
      or
      any federal, state, or local governmental authority or agency to which the
      Company may be a party, or to which any of the properties or rights of the
      Company may be subject, that is not described in the PPM and that might (i)
      result in a Material Adverse Effect or (ii) adversely affect the consummation
      of
      the transactions contemplated by this Agreement.

    


    
      
        
        

      

      
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    (j) Financial
      Statements and Current Reports.
      Since
      February 13, 2008, the Company has filed all reports, schedules, forms,
      statements and other documents required to be filed by it with the SEC pursuant
      to the reporting requirements of the Exchange Act (all of the foregoing filed
      prior to the date hereof and all exhibits included therein and financial
      statements, notes and schedules thereto and documents incorporated by reference
      therein being hereinafter referred to as the “SEC Documents”). As of their
      respective filing dates, the SEC Documents complied in all material respects
      with the requirements of the Exchange Act and the rules and regulations of
      the
      SEC promulgated thereunder applicable to the SEC Documents, and none of the
      SEC
      Documents, at the time they were filed with the SEC, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading. As of
      their respective filing dates, the financial statements of the Company included
      in the SEC Documents complied as to form in all material respects with
      applicable accounting requirements and the published rules and regulations
      of
      the SEC with respect thereto. Such financial statements have been prepared
      in
      accordance with generally accepted accounting principles, consistently applied,
      during the periods involved (except (i) as may be otherwise indicated in such
      financial statements or the notes thereto, or (ii) in the case of unaudited
      interim statements, to the extent they may exclude footnotes or may be condensed
      or summary statements) and fairly present in all material respects the financial
      position of the Company as of the dates thereof and the results of its
      operations and cash flows for the periods then ended (subject, in the case
      of
      unaudited statements, to normal year-end audit adjustments). 

    


    (k) Disclosed
      Liabilities.
      The
      Company has not sustained any material loss or interference with its business
      from fire, explosion, flood, hurricane, accident, or other calamity, whether
      or
      not covered by insurance, or from any labor dispute or arbitration, court or
      governmental action, order, or decree, otherwise than as set forth or
      contemplated in the PPM. Since the respective dates as of which information
      is
      given in the PPM, and except as otherwise stated in the PPM, there has not
      been
      (i) any material change in the capital stock, long-term debt, obligations
      under capital leases, or short-term borrowings of the Company, (ii) any
      event that would constitute a Material Adverse Effect, (iii) any liability
      or obligation, direct or contingent, incurred or undertaken by the Company
      that
      is material to the business or condition (financial or other) of the Company,
      except for liabilities or obligations incurred in the ordinary course of
      business, (iv) any declaration or payment of any dividend or distribution
      of any kind on or with respect to the capital stock of the Company, or
      (v) any transaction that is material to the Company, except transactions in
      the ordinary course of business.

    


    (l) Required
      Licenses and Permits.
      The
      Company owns, possesses, has obtained or in the ordinary course of business
      will
      obtain, and has made available for your review (or will make available for
      your
      review as requested),all material permits, licenses, franchises, certificates,
      consents, orders, approvals, and other authorizations of governmental or
      regulatory authorities as are necessary to own or lease, as the case may be,
      and
      to operate its properties and to carry on its business as presently conducted,
      or as contemplated in the PPM to be conducted (collectively, the “Permits”), and
      the Company has not received any notice of proceedings relating to revocation
      or
      modification of any such Permits.

    


    
      
        
        

      

      
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    (m) Internal
      Accounting Measures.
      The
      Company has established and maintains disclosure controls and procedures (as
      such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act), which
      are effective in all material respects to perform the functions for which they
      were established. There (i) are not any significant deficiencies in the design
      or operation of internal controls which could affect the Company’s ability to
      record, process, summarize, and report financial data in a manner that would
      reasonably be expected to have a Material Adverse Effect and (ii) has not been
      any fraud, whether or not material, that involves management or other employees
      who have a significant role in the Company’s internal controls. Since the date
      of the most recent evaluation of the Company’s disclosure controls and
      procedures, there have been no material changes in internal controls or in
      other
      factors that could significantly affect internal controls, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses. The Company is in compliance with all applicable provisions of
      the
      Sarbanes-Oxley Act of 2002, except where non-compliance would not reasonably
      be
      expected to have a Material Adverse Effect.

    


    (n) Taxes.
      The
      Company has timely filed all required federal and state tax returns (taking
      into
      account any applicable extensions) and paid all taxes that have become due.
      No
      tax deficiency has been asserted against the Company. The Company does not
      know
      of tax deficiencies that are likely to be asserted against the Company that,
      if
      determined adversely to the Company, would reasonably be expected, either
      individually or in the aggregate, to have a Material Adverse Effect. All tax
      liabilities are adequately provided for on the books of the
      Company.

    


    (o) Compliance
      with Instruments.
      The
      execution, delivery and performance of this Agreement, the compliance with
      the
      terms and provisions hereof, and the consummation of the transactions
      contemplated herein and in the PPM by the Company do not and will not violate
      or
      constitute a breach of, or default under (i) the governing documents of the
      Company or any of its subsidiaries; (ii) any of the terms, provisions, or
      conditions of any material instrument, agreement, or indenture to which the
      Company is a party or by which it is bound or by which its business, assets,
      investments or properties may be affected; or (iii) any order, statute, rule,
      or
      regulation of any court or any federal, state or local governmental authority
      or
      agency having jurisdiction over the Company. To the knowledge of the Company,
      the execution, delivery and performance of this Agreement, the compliance with
      the terms and provisions hereof, and the consummation of the transactions
      contemplated herein do not and will not result in the creation or imposition
      of
      any lien, charge, claim, or encumbrance upon any property or asset of the
      Company.

    


    (p) Insurance.
      The
      Company maintains insurance (issued by insurers of recognized financial
      responsibility) of the types and in the amounts generally deemed adequate by
      management for its business, all of which insurance is in full force and
      effect.

    


    (q) Work
      Force.
      To the
      knowledge of the Company, no general labor problem exists or is imminent with
      the employees of the Company which would reasonably be expected to have a
      Material Adverse Effect. 

    


    
      
        
        

      

      
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    (r) Investment
      Company Act.
      The
      Company is not an “investment company” or an entity that “controls” or is
“controlled by” an “investment company,” as such terms are defined under the
      Investment Company Act of 1940, as amended. 

    


    3. Representations
      and Warranties of Placement Agent.
      You, as
      Placement Agent, represent and warrant to the Company that:

    


    (a) Organization.
      You
      have been duly incorporated and are validly existing as a corporation in good
      standing under the laws of the Commonwealth of Virginia with power and corporate
      authority to enter into this Agreement and to provide the services to be
      furnished to the Company hereunder. 

    


    (b) Broker-Dealer
      Registration.
      You are
      a member, in good standing, of the Financial Industry Regulatory Authority
      (“FINRA”), are duly registered as a broker-dealer under the Exchange Act, and
      under the laws of each state in which you propose to offer the Units, except
      where such registration would not be required by law, and you and your
      employees, agents and representatives who shall perform any of the services
      required to be performed by you hereunder have all licenses, approvals and
      permits necessary to perform such services. 

    


    (c) Authorization.
      This
      Agreement has been duly authorized, validly executed and delivered by you and
      is
      a valid and binding agreement of the Placement Agent, enforceable in accordance
      with its terms, except to the extent that enforceability may be limited by
      (i)
      bankruptcy, insolvency, moratorium, liquidation, reorganization, or similar
      laws
      affecting creditors’ rights generally, regardless of whether such enforceability
      is considered in equity or at law, (ii) general equity principles, and (iii)
      limitations imposed by federal and state securities laws or the public policy
      underlying such laws regarding the enforceability of indemnification or
      contribution provisions.

    


    (d) Distribution
      of PPM Supplements.
      Until
      the termination of this Agreement, if any event affecting the PPM, the Company
      or you shall occur which, in the opinion of counsel to the Company, should
      be
      set forth in a supplement to the PPM, you agree to distribute each supplement
      of
      the PPM to each person who has previously received a copy of the PPM from you
      and you further agree to include such supplement in all future deliveries of
      the
      PPM. Neither you nor any person associated with you has provided or shall
      provide to any investor any information regarding the Company which is not
      included in the PPM.

    


    (e) “Accredited
      Investors”.
      You
      represent that prior to offering the Units to an investor, you have had and
      shall have reasonable grounds to believe, on the basis of information obtained
      from the investor, that the investor is an “accredited investor” (as such term
      is defined in Rule 501 under the Securities Act). 

    


    (f) No
      General Advertising or General Solicitation.
      You
      represent that you have not engaged and will not engage in general advertising
      or general solicitation within the meaning of Rule 502(c) under the Securities
      Act, or otherwise have engaged or will engage in any activities which would
      render unavailable to the Company an exemption from (i) the registration
      requirements of the Securities Act, pursuant to Section 3(b) or 4(2) thereof
      or
      Regulation D thereunder, and (ii) the securities laws of any state or
      other jurisdiction in which the Units are offered or sold.

    


    
      
        
        

      

      
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    (g)
       Offering
      Documents and Communications.
      You
      have not and will not make an offer of Units (or of any securities, the offering
      of which may be integrated with the Offering) on the basis of any communications
      or documents relating to the Company or the Units except the PPM and the
      exhibits thereto and documents described or referred to therein (including
      the
      subscription materials). Without limiting the generality of the foregoing,
      you
      have not and will not make any representation as to any rate of return on
      investment that an offeree may obtain from the ownership of the Securities
      other
      than as set forth in the PPM. You will deliver a copy of the PPM to each
      prospective investor solicited by you prior to such offeree’s execution of the
      subscription documents or, in the case of amendments or supplements to the
      PPM
      (other than those amendments and supplements approved in writing by the Company
      but designated in writing as not subject to this requirement), prior to such
      offeree’s execution of an acknowledgment of receipt of such amendment or
      supplement and reconfirmation of intent to subscribe.

    


    (h) No
      “Underwriters”.
      You
      will exercise reasonable care to determine that prospective Investors are not
      “underwriters” within the meaning of Section 2(11) of the Securities Act, and in
      that connection will obtain from each investor purchasing Securities in the
      Offering duly executed subscription documents, in the forms attached to the
      PPM
      or otherwise provided to you by the Company and approved by you and your
      counsel.

    


        (i) Absence
      of Proceedings.
      No
      action or proceeding against the Placement Agent before the SEC, FINRA, any
      state securities commission, or any state or federal court is pending or, to
      the
      Placement Agent’s knowledge, threatened concerning the Placement Agent’s
      activities as a registered and licensed broker-dealer which could reasonably
      be
      expected to limit the ability of the Placement Agent to perform its obligations
      under this Agreement.

    


    4. Sale
      of Units.

    


    (a) Exclusive
      Agency.
      The
      Company hereby appoints you as its exclusive agent to offer for sale, and hereby
      agrees to sell during the Offering Period (as defined in Section 4.(c)), a
      minimum of $2,000,000 and a maximum of $6,000,000 of Units on the terms more
      fully described in the PPM. It is understood and agreed that you may increase
      the maximum size of the Offering at any time and from time to time by 15% at
      your sole discretion to cover any over-allotments. In addition, the Company
      and
      you may increase the maximum size of the Offering upon mutual consent based
      upon
      the market conditions prevailing at the time and any such change would be
      documented in an amendment to this Agreement. You may engage other
      brokers/dealers and syndicators selected by you to assist you in the Offering
      (each such broker/dealer and syndicator being hereinafter referred to as a
      “Selling Group Member”), subject to the conditions set forth herein and such
      Selling Group Member’s agreement to make such representations and warranties to,
      and covenants and agreements with, the Company (including an agreement to
      indemnify the Company on terms substantially similar to Section 8 below) as
      provided herein. You may allow such Selling Group Member such part of the
      compensation and payment of expenses payable to you under Section 4.(e) below
      as
      you shall determine, provided that the Company shall have no obligation to
      pay
      any fee or other consideration to you or any Selling Group Member other than
      as
      provided in Section 4.(e) below. Any such broker/dealer shall be a member firm
      in good standing as a broker-dealer under the rules of FINRA. The Company hereby
      agrees to make such representations and warranties to, and covenants and
      agreements with, any Selling Group Member (including an agreement to indemnify
      such Selling Group Member on terms substantially similar to Section 8 below)
      as
      provided herein. On the basis of the representations and warranties herein
      contained, but subject to the terms and conditions herein set forth, you accept
      such appointment and agree to use your best efforts as agent to offer the Units
      for sale for the account of the Company, on a cash basis only. Nothing contained
      herein shall be construed in any way as precluding or restricting your right
      to
      sell or offer for sale securities issued by any other person, including
      securities similar to, or competing with, the Units. It is understood between
      the parties that there is no firm commitment by you to purchase any or all
      of
      the Units.

    


    
      
        
        

      

      
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    (b) Obligation
      to Offer Units.
      Your
      obligation to offer the Units is subject to the absence of any prohibitory
      action by any governmental body, agency, or official, and is subject to the
      terms and conditions contained in this Agreement and in the PPM.

    


    (c) Offering
      Termination Date.
      The
“Offering Period” shall commence on the day that the PPM is first made available
      to prospective investors in connection with the offering for sale of the Units
      and shall continue until the “Offering Termination Date,” which shall be the
      earlier of (i) the date $6,000,000 in aggregate principal amount of the Units
      have been sold, (ii) October 11, 2008, unless extended by mutual agreement
      to a
      date no later than December 31, 2008, or (iii) an earlier termination date
      as
      determined pursuant to Section 10 hereof. 

    


    (d) Closing
      Date.
      The
      Company and you agree that the Offering may close in several tranches (each
      a
“Closing”) following the satisfaction of the Minimum Offering. As and when any
      Closing is effected, each of which shall be on a date (each, a “Closing Date”)
      (i) on or before the Offering Termination Date when proceeds from the Units
      sold
      are received and accepted and (ii) at such time and place as determined by
      agreement between the Company, you and prospective investors (which
      determination shall be subject to the satisfaction on such date of the
      conditions contained herein), the funds received from investors will be
      delivered by [SunTrust Bank] (the “Escrow Agent”) to the Company, by wire
      transfer of immediately available funds, except for the placement fees payable
      to you pursuant to the provisions of Section 4.(e) of this Agreement which
      shall
      be delivered by the Escrow Agent to you.

    


    (e) Placement
      Fee.
      In
      consideration for your execution of this Agreement and for the performance
      of
      your obligations hereunder, the Company and you agree as follows: 

    


    (i)  The
      Company has paid to you a non-refundable advisory fee of $5,000.

    


    (ii)  On
      each
      Closing Date, the Company shall pay you, as provided in Section
      4.(d) above, a placement fee computed at the rate of 10.0% of the purchase
      price
      of the Units sold by you, provided, however, such amount shall be reduced to
      4.0% of the purchase price of Units sold by you to certain existing shareholders
      of the Company, identified on Exhibit B hereto, who have an a right to
      participate in the Offering (collectively, the “Participating Shareholders”).


    


    
      
        
        

      

      
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    (iii)  During
      the term of the Warrants and upon the exercise of a Warrant, the Company shall
      pay you a warrant fee (“Warrant Fee”) equal to 2.5% of the exercise price of the
      exercised Warrants (other than Placement Agent Warrants (as hereinafter
      defined)), provided, however, such amount shall be reduced to 1.0% of the
      exercise price of Warrants exercised by Participating Shareholders. Such fee
      shall be payable within five business days of receipt by the Company of the
      exercise price from a holder of the Warrants. The Warrant Fee shall be payable
      in accordance with the applicable rules of FINRA and the form of Warrants
      issuable to investors shall include an appropriate disclosure regarding payment
      of the Warrant Fee upon terms acceptable to the Placement Agent. 

    


    (iv)
       The
      Company will issue to you warrants (the “Placement Agent Warrants”), to purchase
      a number of shares of Common Stock equal to 8.0% of the number of shares of
      Common Stock issued in
      the
      Offering (provided however, that such percentage shall be reduced to 3.20%
      with
      respect to the shares of Common Stock issued to Participating Shareholders
      in
      the Offering). The Placement Agent Warrants shall have the terms provided for
      in
      the form of Placement Agent Warrant attached hereto as Exhibit C. 

    


    (f) Delivery
      of Units.
      Delivery of the securities underlying the Units on each Closing Date shall
      be
      made at such place as shall be agreed upon by the Company and you prior to
      each
      Closing Date. 

    


    (g) No
      Registration. The
      Offering will be made pursuant to the PPM. The Securities will not be registered
      under the Securities Act, but will be issued in reliance on the private offering
      exemption available under Section 3(b) or 4(2) of the Securities Act and the
      Rules and Regulations (as defined below) promulgated thereunder, including
      Regulation D. You understand that all subscriptions for Units are subject to
      acceptance by the Company in its sole discretion. The Company reserves the
      right
      in its discretion to accept or reject any or all subscriptions for Units, in
      whole or in part, regardless whether any funds have been deposited into an
      escrow account. Any subscription monies received by you from investors will
      be
      handled in accordance with Rule 15c2-4 under the Exchange Act, whether or not
      you are subject to the Exchange Act, and as otherwise may be prescribed by
      the
      terms of the PPM. As used herein, the term “Rules and Regulations” means the
      applicable rules and regulations promulgated under the Securities Act and the
      Exchange Act. 

    


    (h) Solicitation
      Prohibition.
      The
      Company agrees that, for a period of 12 months from the final Closing Date
      of
      the Offering, it shall not directly or indirectly, solicit offers to buy or
      sell
      any securities of the Company or any other entity from or to any Source(s)
      (as
      defined below) contacted by you who purchases Units in connection with the
      Offering, or provide the name of any such person to any securities broker or
      dealer or selling agent. In the event that the Company directly or indirectly
      solicits, offers to buy from or offers to sell to any Sources any securities
      of
      the Company or provides the names of any Sources to any securities broker or
      dealer or selling agent, and such Source purchases securities from any other
      securities broker, dealer or selling agent, the Company shall pay to you a
      cash
      fee in an amount equal to 10% of the aggregate purchase price of the securities
      so purchased by such Source. As used herein, “Source” shall mean (i) any
      corporation, company, institution, partnership, individual that is directly
      or
      indirectly contacted by you for the purpose of investing in the Offering and
      (ii) named in a written list provided by you to the Company prior to the final
      Closing. The provisions of this Subsection (h) shall survive termination of
      this
      Agreement.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (i) Advertising.
      After
      the final Closing, the Placement Agent shall have the right to place “tombstone”
advertisements in newspapers and journals, at the Placement Agent’s own expense,
      describing its services to the Company under this Agreement, provided that
      each
      such advertisement is subject to prior approval by the Company which will not
      be
      unreasonably withheld. 

    


    5.
       Expenses.
      

    


    (a)
       Company
      Expenses.
      The
      Company will pay all expenses incident to the performance of its obligations
      under this Agreement, including, without limitation, (i) the cost of obtaining
      regulatory approvals, if any; (ii) the cost of preparation of this Agreement
      and
      such other documents as may be required in connection with the offering, sale
      and delivery of the Units; (iii) the cost of preparing, including printing
      and
      distributing, the PPM; (iv) the costs of blue sky qualification of the Units
      pursuant to Section 6.(a)(v) hereof; and (v) all fees and disbursements of
      the
      Company’s counsel, accountants, agents and other advisors. In the event the
      Placement Agent incurs prior to the Offering Termination Date any such fees
      and
      expenses on behalf of the Company, the Company will reimburse the Placement
      Agent for such reasonably incurred and documented fees and expenses whether
      or
      not the transactions contemplated hereby are consummated.

    


    (b)
       Placement
      Agent Expenses.
      In
      addition to the expenses to be borne by the Company under paragraph (a) above,
      the Company shall reimburse the Placement Agent upon request made from time
      to
      time, but no less often than monthly, for its reasonable and documented
      out-of-pocket expenses, including, without limitation, legal fees and expenses
      not to exceed $35,000 without the Company’s prior approval, which approval will
      not be unreasonably withheld, for accountable legal expenses incurred prior
      to
      the Offering Termination Date in connection with its engagement hereunder
      regardless of whether the Offering is consummated, and further including,
      without limitation, promotional and travel expenses (but excluding charter
      air
      travel).

    


    6. Covenants.

    


    (a) Covenants
      of the Company.
      The
      Company covenants with you as follows:

    


    (i) Notices.
      The
      Company promptly will notify you, and confirm such notice in writing, (A) of
      any
      fact that would make materially inaccurate any representation or warranty by
      the
      Company and (B) of any change in facts on which your obligation to perform
      under
      this Agreement is dependent.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (ii) Delivery
      of PPM.
      The
      Company will deliver to you at its expense, from time to time, such number
      of
      copies of the PPM and supplements and amendments thereto, if any, as you may
      reasonably request; it being agreed that you will not provide the PPM to any
      third party after the Offering Termination Date, except as required by
      law.

    


    (iii) Application
      of Net Proceeds.
      The
      Company will apply the net proceeds received from the sale of the Units in
      all
      material respects as set forth in the PPM.

    


    (iv) Cooperation
      with Your Due Diligence.
      At all
      times prior to the Offering Termination Date, the Company will cooperate with
      you in such investigation as you may make or cause to be made of all the
      business and operations of the Company in connection with the sale of the Units,
      and will make available to you in connection therewith such information in
      its
      possession as you may reasonably request, all of which you agree to safeguard
      as
      the confidential information of the Company and to refrain from using for any
      purpose adverse to interests of the Company.

    


    (v) Blue
      Sky Qualification.
      The
      Company, in good faith and in cooperation with you, will use commercially
      reasonable efforts to establish an exemption of the Units from registration
      or
      qualification for offering in sale under the “blue sky” or securities laws in
      such jurisdictions as you from time to time may reasonably designate.


    


    (b) Your
      Covenants.
      You
      covenant with the Company as follows: 

    


    (i) You
      have
      not provided and will not provide to the purchasers of Units any written or
      oral
      information regarding the business of the Company, including any representations
      regarding the Company’s financial condition or financial prospects, other than
      such information as is contained in the PPM.

    


    (ii)
       Pursuant
      to its appointment in this Agreement, the Placement Agent will use its best
      efforts as agent for the Company in the Offering in a manner intended to be
      in
      compliance with the offering procedures set forth in the PPM. 

    


    (iii) Any
      subscription monies received by the Placement Agent from investors will be
      handled in accordance with the requirements of Rule 15c2-4 under the Exchange
      Act, whether or not you are subject to the Exchange Act, and as otherwise may
      be
      prescribed by the terms of the PPM. 

     

    (iv) The
      Placement Agent will promptly (and in any event not later than the next business
      day after it becomes aware of such information or occurrence) notify the Company
      (and confirm any oral notice in writing) of the issuance by any court, state
      securities administrator or other agency of competent jurisdiction of any stop
      order preventing or suspending the use of the PPM or the sale of the Units,
      or
      the suspension of qualification of the Units for offering or sale in any
      jurisdiction, or the initiation or contemplation of any proceeding for such
      purposes. 

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (v)
       The
      Placement Agent will maintain in confidence any confidential or proprietary
      information (“Confidential Information”), whether oral or written or in
      electronic or any other format, including financial, commercial, market, or
      customer data, business techniques or strategies, and/or know-how (in whatever
      format such information may exist or shall exist), whether disclosed by the
      Company or the Company’s agents to the Placement Agent or the Placement Agent’s
      agents or learned or observed by the Placement Agent or the Placement Agent’s
      agents as a consequence of the evaluation of or by reason of being allowed
      to
      view the Company’s records, products, processes, or facilities; provided,
      however,
      that
“Confidential Information” shall not include any information that is generally
      available to the public, is otherwise in the public domain, becomes publicly
      known through no breach of this Agreement, is already known or becomes known
      to
      the Placement Agent through sources not known by the Placement Agent to be
      under
      a legal obligation not to disclose the information or is approved for release
      by
      written authorization of an officer of the Company. Confidential
      Information shall be protected with the same degree of care as the Placement
      Agent uses in the protection of its own confidential and proprietary
      information, but in no case with any lesser degree than reasonable care. The
      Placement Agent shall not disclose Confidential Information to any third party,
      except as necessary to fulfill its obligations under this Agreement. The
      Placement Agent shall use Confidential Information only for the purpose of
      fulfilling its obligations under this Agreement, and shall not exploit
      Confidential Information for its own benefit or for the benefit of another.
      

    


    (vii) The
      Placement Agent will use its best efforts to maintain its broker-dealer
      registration and license as a selling agent in each of the jurisdictions in
      which it acts as agent for the Company in the Offering for a period ending
      at
      the Offering Termination Date.

    


    7. Conditions
      of Obligations.
      Your
      obligations hereunder shall be subject to the following terms and conditions
      (and subject to the Company’s satisfaction thereof in your reasonable
      discretion):

    


    (a)
       Conditions
      of Your Obligations.
      

    


    (i) Closing
      Date Matters.
      On each
      Closing Date, (x) to the Company’s knowledge, there shall be no prohibitory
      action by any governmental body, agency or official suspending or prohibiting,
      or threatening to suspend or prohibit, use of the PPM in connection with the
      Offering; (y) the Company shall have complied in all material respects with
      all agreements and satisfied all conditions on its part to be performed or
      satisfied on or prior to the Closing Date and (z) the representations and
      warranties of the Company set forth in Section 2 of this Agreement shall be
      accurate in all material respects as though expressly made at and as of the
      Closing Date. On each Closing Date, you shall have received a certificate
      executed by the Chief Executive Officer of the Company, dated as of such Closing
      Date, to such effect.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (ii) Corporate
      Documents.
      The
      Company has not amended and will not amend the Company’s governing documents in
      a manner such that after such amendment, the Company’s governing documents would
      not be appropriate in order to carry out the intent of this
      Agreement.

    


    (iii)
       Additional
      Information.
      On each
      Closing Date, you shall have been furnished with all such documents,
      certificates and opinions as you may reasonably request and all proceedings
      taken by the Company at or prior to such Closing Date in connection with the
      authorization, issuance and sale of the Units as contemplated in this Agreement,
      shall be satisfactory in form and substance to you and to your counsel. The
      Company will furnish you with such number of conformed copies of such
      certificates, opinions, letters and documents as you shall reasonably request.
      Any certificate signed by any officer, partner, or other official of the Company
      and delivered to you or your counsel shall be deemed a representation and
      warranty by the Company to you as to the statements made therein.

    


    (iv) The
      Company shall have executed and delivered copies of the Escrow Agreement in
      the
      form attached as Exhibit D
      and the
      Shareholders Agreement in the form attached as Exhibit E.

    


    If
      any of
      the conditions specified in this Section 7.(a) shall not have been fulfilled
      when and as required by this Agreement to be fulfilled, this Agreement may
      be
      terminated by you on written notice to the Company at any time at or prior
      to a
      Closing Date, and such termination shall be without liability of any party
      to
      any other party, except as specifically provided for herein. Notwithstanding
      any
      such termination, the provisions of Section 7 shall remain in
      effect.

    


    (b) Conditions
      of the Company’s Obligations. The
      obligations of the Company to sell and deliver the Units required to be
      delivered as and when specified in this Agreement are subject to the conditions
      that at the Closing Date, (i) to the Company’s knowledge, there shall be no
      prohibitory action by any governmental body, agency or official suspending
      or
      prohibiting, or threatening to suspend or prohibit, use of the PPM in connection
      with the Offering and (ii) the Escrow Agent shall have tendered to the Company
      payment for the Units. 

    


    8. Indemnification
      and Contribution.
      

    


    (a) Indemnification
      by the Company.
      The
      Company will indemnify and hold you harmless against any losses, claims,
      damages, or liabilities, joint or several, to which you may become subject
      under
      the Securities Act, the Exchange Act, or otherwise, insofar as such losses,
      claims, damages, or liabilities (or actions in respect thereof) arise out of
      or
      are based upon any breach of any representation, warranty or covenant of the
      Company herein contained or any untrue statement or alleged untrue statement
      of
      a material fact contained in the PPM, or any amendment or supplement thereto,
      or
      arise out of or are based upon the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading, and will reimburse you for any documented
      legal or other expenses reasonably incurred by you in connection with
      investigating or defending any such loss, claim, damage, liability, or action;
      provided, however, that the Company shall not be liable in any such case to
      the
      extent that any such loss, claim, damage, or liability arises out of or is
      based
      upon (A) an untrue statement or alleged untrue statement or omission or alleged
      omission made in the PPM, or any such amendment or supplement thereto,
      (i) in reliance upon and in conformity with written information furnished
      to the Company by you expressly for use therein or (ii) that was corrected
      in an amendment or supplement to the PPM that the Company made available to
      you
      and that you failed to timely deliver to the person asserting a claim giving
      rise to such liability, (B) the breach by you of any representation or warranty
      made by you herein, (C) any violation of any federal or state securities law
      in
      the conduct of the Offering or (D) your gross negligence, misconduct or bad
      faith. In addition to its other obligations under this Section 8.(a), the
      Company agrees that, as an interim measure during the pendency of any such
      claim, action, investigation, inquiry, or other proceeding arising out of or
      based upon any statement or omission, or any alleged statement or omission,
      described in this Section 8.(a), it will reimburse you on a monthly basis for
      all documented legal and other expenses reasonably incurred in connection with
      investigating or defending any such claim, action, investigation, inquiry,
      or
      other proceeding, notwithstanding the absence of a judicial determination as
      to
      the propriety and enforceability of the Company’s obligation to reimburse you
      for such expenses and the possibility that such payments might later be held
      to
      have been improper by a court of competent jurisdiction. Any such interim
      reimbursement payments that are not made to you within 30 days of a request
      for
      reimbursement shall bear interest at the prime rate (or reference rate or other
      commercial lending rate for borrowers of the highest credit standing) published
      from time to time by The
      Wall Street Journal
      (the
“Prime Rate”) from the date of such request. This indemnity agreement shall be
      in addition to any liabilities that the Company may otherwise have. The Company
      will not, without your prior written consent, settle or compromise or consent
      to
      the entry of any judgment in any pending or threatened action or claim or
      related cause of action or portion of such cause of action in respect of which
      indemnification may be sought hereunder (whether or not you are a party to
      such
      action or claim), unless such settlement, compromise, or consent includes an
      unconditional release of you from all liability arising out of such action
      or
      claim (or related cause of action or portion thereof).

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    The
      indemnity agreement in this Section 8.(a) shall extend upon the same terms
      and
      conditions to, and shall inure to the benefit of, each person, if any, who
      controls you within the meaning of the Securities Act or the Exchange Act to
      the
      same extent as such agreement applies to you.

    


    (b) Indemnification
      by You.
      You
      will indemnify and hold harmless the Company against any losses, claims,
      damages, or liabilities, joint or several, to which the Company may become
      subject, under the Securities Act, the Exchange Act, or otherwise, insofar
      as
      such losses, claims, damages, or liabilities (or actions in respect thereof)
      arise out of or are based upon (i) any breach of any representation, warranty,
      or covenant by you herein contained, (ii) any untrue statement or alleged untrue
      statement of a material fact contained in the PPM, or any amendment or
      supplement thereto, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact necessary to make the statements
      therein not misleading, in each case to the extent, but only to the extent,
      that
      such untrue statement or alleged untrue statement or omission or alleged
      omission was made in the PPM, or any such amendment or supplement thereto,
      in
      reliance upon and in conformity with written information furnished to the
      Company by you expressly for use therein, or any failure on your part to timely
      deliver an amendment or supplement to the PPM that the Company made available
      to
      you and that corrected any statement or omission in the PPM which forms the
      basis for a claim against the Company, (iii) any violation of any federal or
      state securities law in the conduct of the Offering, or (iv) your gross
      negligence, willful misconduct or bad faith. You will reimburse the Company
      for
      any documented legal or other expenses reasonably incurred by you in connection
      with investigating or defending any such loss, claim, damage, liability, or
      action. In addition to your other obligations under this Section 8.(b), you
      agree that, as an interim measure during the pendency of any such claim, action,
      investigation, inquiry, or other proceeding arising out of or based upon any
      statement, action or omission, or any alleged statement, action or omission,
      described in this Section 8.(b), you will reimburse the Company on a monthly
      basis for all documented legal and other expenses reasonably incurred in
      connection with investigating or defending any such claim, action,
      investigation, inquiry, or other proceeding, notwithstanding the absence of
      a
      judicial determination as to the propriety and enforceability of their
      obligation to reimburse the Company for such expenses and the possibility that
      such payments might later be held to have been improper by a court of competent
      jurisdiction. Any such interim reimbursement payments that are not made to
      the
      Company within 30 days of a request for reimbursement shall bear interest at
      the
      Prime Rate from the date of such request. This indemnity agreement shall be
      in
      addition to any liabilities that you may otherwise have. You will not, without
      the Company’s prior written consent, settle or compromise or consent to the
      entry of any judgment in any pending or threatened action or claim or related
      cause of action or portion of such cause of action in respect of which
      indemnification may be sought hereunder (whether or not the Company is a party
      to such action or claim), unless such settlement, compromise or consent includes
      an unconditional release of the Company from all liability arising out of such
      action or claim (or related cause of action or portion thereof). 

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    The
      indemnity agreement in this Section 8.(b) shall extend upon the same terms
      and
      conditions to, and shall inure to the benefit of, each officer and director
      of
      the Company and each person, if any, who controls the Company within the meaning
      of the Securities Act or the Exchange Act to the same extent as such agreement
      applies to the Company.

    


    (c) Notices
      of Claims; Employment of Counsel.
      Any
      party that proposes to assert the right to be indemnified under this Section
      8
      promptly shall notify in writing each party against which a claim is to be
      made
      under this Section 8 of the institution of such action but the omission so
      to
      notify such indemnifying party of any such action shall not relieve it from
      any
      liability it may have to any indemnified party except (i) to the extent
      that the omission to notify shall have caused or increased the indemnifying
      party’s liability, and (ii) that the indemnifying party shall be relieved
      of its indemnity obligation for expenses of the indemnified party incurred
      before the indemnifying party is notified. Such indemnifying party or parties
      shall assume the defense of such action, including the employment of counsel
      (satisfactory to the indemnified party) and payment of fees and expenses. An
      indemnified party shall have the right to employ its own counsel in any such
      case, but the fees and expenses of such counsel shall be at the expense of
      such
      indemnified party unless the employment of such counsel shall have been
      authorized in writing by the indemnifying party or parties in connection with
      the defense of such action or the indemnifying party or parties shall not have
      employed counsel to have charge of the defense of such action or such
      indemnified party or parties reasonably shall have concluded that there may
      be
      defenses available to it or them that are different from or additional to those
      available to such indemnifying party or parties (in which case such indemnifying
      party or parties shall not have the right to direct the defense of such action
      on behalf of the indemnified party or parties), in any of which events such
      fees
      and expenses shall be borne by such indemnifying party or parties. Anything
      in
      this paragraph to the contrary notwithstanding, an indemnifying party shall
      not
      be liable for any settlement of any such claim or action effected without its
      written consent.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (d) Arbitration.
      It is
      agreed that any controversy arising out of the operation of the interim
      reimbursement arrangements set forth in Sections 8.(a) and 8.(b) hereof,
      including the amounts of any requested reimbursement payments, the method of
      determining such amounts and the basis on which such amounts shall be
      apportioned among the indemnifying parties, shall be settled by arbitration
      conducted pursuant to the Code of Arbitration Procedure of the FINRA. Any such
      arbitration must be commenced by service of a written demand for arbitration
      or
      a written notice of intention to arbitrate, therein electing the arbitration
      tribunal. In the event the party demanding arbitration does not make such
      designation of an arbitration tribunal in such demand or notice, then the party
      responding to said demand or notice is authorized to do so. Any such arbitration
      will be limited to the operation of the interim reimbursement provisions
      contained in Sections 8.(a) and 8.(b) hereof and will not resolve the ultimate
      propriety or enforceability of the obligation to indemnify for expenses that
      is
      created by the provisions of Sections 8.(a) and 8.(b). 

    


    (e) Contribution.
      If the
      indemnification provided for in Section 8.(a) or 8.(b) is unavailable or
      insufficient to hold harmless an indemnified party in respect of any losses,
      claims, damages, or liabilities (or actions in respect thereof) referred to
      therein, then the Company on the one hand and you on the other shall contribute
      to the amount paid or payable as a result of such losses, claims, damages,
      or
      liabilities (or actions in respect thereof) in such proportion as is appropriate
      to reflect the relative benefits received by the Company on the one hand and
      you
      on the other from the Offering. If, however, the allocation provided by the
      immediately preceding sentence is not permitted by applicable law, then the
      Company and you shall contribute to such amount paid or payable in such
      proportion as is appropriate to reflect not only such relative benefits but
      also
      the relative fault of the Company on the one hand and you on the other in
      connection with the statements, omissions, breaches or violations that resulted
      in such losses, claims, damages, or liabilities (or actions in respect thereof),
      as well as any other relevant equitable considerations. The relative benefits
      received by the Company on the one hand and you on the other shall be deemed
      to
      be in the same proportion as the total net proceeds from the Offering (before
      deducting expenses) received by the Company bear to the total placement fees
      received by you in each case as set forth in the table on the cover page of
      the
      PPM. The relative fault shall be determined by reference to, among other things,
      whether the untrue or allegedly untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to information
      supplied by the Company on the one hand or to information with respect to you
      and furnished by you respectively, in writing specifically for inclusion in
      the
      PPM on the other and the parties’ relative intent, knowledge, access to
      information, and opportunity to correct or prevent such statement or omission.
      The Company and you agree that it would not be just and equitable if
      contribution pursuant to this Section 8.(e) were determined by pro rata
      allocation or by any other method of allocation that does not take account
      of
      the equitable considerations referred to above in this Section 8.(e). The amount
      paid or payable as a result of the losses, claims, damages or liabilities (or
      actions in respect thereof) referred to above in this Section 8.(e) shall be
      deemed to include any documented legal or other expenses reasonably incurred
      by
      any such party in connection with investigating or defending any such action
      or
      claim. No person guilty of fraudulent misrepresentation (within the meaning
      of
      Section 11(f) of the Securities Act) with respect to the transactions giving
      rise to the right of contribution provided in this Section 8.(e) shall be
      entitled to contribution from any person who was not guilty of such fraudulent
      misrepresentation. For purposes of this Section 8.(e), each person, if any,
      who
      controls you within the meaning of Section 15 of the Securities Act shall have
      the same rights to contribution as you, and each director and officer of the
      Company and each person, if any, who controls the Company within the meaning
      of
      Section 15 of the Securities Act shall have the same rights to contribution
      as
      the Company.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    9. Representations
      and Agreements to Survive.
      Except
      as the context otherwise requires, all representations, warranties, covenants
      and agreements contained in this Agreement shall remain operative and in full
      force and effect regardless of any investigation made by you, or on your behalf,
      or by any controlling person, or by or on behalf of the Company, and shall
      survive until the fifth anniversary of the Offering Termination Date or the
      termination of this Agreement pursuant to Section 10 hereof.

    


    10. Termination
      of Agreement.
      

    


    (a) You
      shall
      have the right to terminate this Agreement by written notice to the Company
      at
      any time prior to the Closing Date (i) if any representation or warranty of
      the Company hereunder shall be found to have been incorrect or misleading in
      any
      material respect when made or the Company shall fail, refuse, or be unable
      to
      perform any of its agreements hereunder or to fulfill any condition of its
      obligations hereunder or (ii) if there shall have been since the respective
      dates as of which information is given in the PPM a Material Adverse Effect.
      

    


    (b) The
      Company shall have the right to terminate this Agreement by written notice
      to
      you.

    


    (c) If
      this
      Agreement is terminated pursuant to this Section 10, such termination shall
      be
      without liability of any party to any other party except as provided in Section
      5, and provided further that Section 6(b)(v) and Section 8 hereof shall
      survive such termination and remain in full force and effect. 

    


    11. Notices.

    


    (a) Method
      and Location of Notices.
      All
      communications hereunder, except as herein otherwise specifically provided,
      shall be in writing and shall be sent by overnight courier, hand-delivered
      or
      telecopied and confirmed as follows:

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    To
      the
      Company:

    


    Geeks
      On
      Call Holdings, Inc.

    814
      Kempsville Road, Suite 106

    Norfolk,
      Virginia 23501

    Attention:
      Richard T. Cole, Chief Executive Officer

    Telecopier
      No.: (757) 466-3457

    


    with
      a
      copy to:

    


    Troutman
      Sanders LLP 

    222
      Central Park Avenue, Suite 2000 

    Virginia
      Beach, VA 23462 

    Attention:
      James Wheaton, Esquire 

    Telecopier
      No.: (757) 687-1501 

    


    To
      You:

    


    Anderson
      & Strudwick, Incorporated 

    707
      East
      Main Street, 20th
      Floor

    Richmond,
      Virginia 23219

    Attention:
      Rodney Martin 

    Telecopier
      No.: (804) 648-3404

    


    with
      a
      copy to:

    


    Kaufman
      & Canoles

    Three
      James Center, 12th
      Floor

    1051
      East
      Cary Street

    Richmond,
      Virginia 23219

    Attention:
      Bradley A. Haneberg, Esq.

    Telecopier
      No.: (804) 771-5777

    


    (b) Time
      of Notices.
      Notice
      shall be deemed to be given by you to the Company or by the Company to you
      when
      it is sent by overnight courier, hand-delivered or telecopied as provided in
      Section 11.(a).

    


    12. Parties.
      This
      Agreement shall inure solely to the benefit of and shall be binding upon you,
      your controlling persons referred to in Section 8 and the Company, its
      directors, its officers and its controlling persons referred to in Section
      8,
      and their respective successors, legal representatives and assigns. No other
      person shall have or be construed to have a legal or equitable right, remedy
      or
      claim under or in respect of or by virtue of this Agreement or any provision
      herein contained.

    


    13. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Virginia. 

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    14. Descriptive
      Headings.
      The
      descriptive headings of the several sections and paragraphs of this Agreement
      are inserted for convenience only and do not constitute a part of this
      Agreement.

    


    l5. Counterparts.
      This
      Agreement may be executed in one or more counterparts, and if executed in more
      than one counterpart, the executed counterparts shall together constitute a
      single instrument.

    



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    


    If
      the
      foregoing correctly sets forth the understanding between you and the Company,
      please so indicate in the space provided below for that purpose, whereupon
      this
      letter shall constitute a binding agreement between us.

    


    Very
      truly yours,

     

    GEEKS
      ON CALL HOLDINGS, INC.


    By:_____________________________  

    Richard
      T. Cole, Chief Executive Officer

    


    


    Confirmed
      and accepted as of 

    the
      date
      first above written:

    


    ANDERSON
      & STRUDWICK, INCORPORATED


    


    By:
      ___________________________________

    Rodney
      Martin 

    Senior
      Vice President

    


    
      
        
        

      

      
        20