EXECUTION
COPY

     

    Exhibit
10.1

     

    
      STOCK PURCHASE
AGREEMENT

       

      This
Stock Purchase Agreement (this “Agreement”) is made
as of this 11th
day of November, 2010 by and among Mace Security International, Inc., a Delaware
corporation (“MSI”), Linkstar
Interactive, Inc, a Delaware corporation (“Seller”), Linkstar
Corporation, a Pennsylvania corporation (“Linkstar
Corporation”), and Silverback Network, Inc., a Pennsylvania corporation
(“Buyer”).

       

      RECITALS

       

      A.           MSI
owns all of the issued and outstanding common stock, par value $1.00 per share,
consisting of 17,162,454 shares, of Seller.

       

      B.           Seller
is the sole shareholder of Linkstar Corporation and owns all of the issued and
outstanding common stock, no par value, consisting of 11,727,247 shares, of
Linkstar Corporation (the “Purchased Stock”).

       

      C.           Linkstar
Corporation is in the business of selling merchandise through promotional offers
made on the Internet (the “Business”).

       

      D.           Buyer
desires to purchase the Purchased Stock in accordance with the terms and
conditions of this Agreement.

       

      E.           At
the time the Purchased Stock is purchased by Buyer and sold by Seller as set
forth in this Agreement, the Purchased Stock shall constitute all of the
outstanding stock of Linkstar Corporation, and Seller shall own all of the
Purchased Stock and Linkstar Corporation shall own all of the assets and
contractual rights historically used in connection with the
Business.

       

      AGREEMENT

       

      In
consideration of the mutual covenants, agreements, representations and
warranties set forth herein, and in reliance thereon, intending to be legally
bound, the parties agree as follows:

       

      SECTION
1.  DEFINITIONS

       

      The
capitalized and certain other terms used herein shall have the meanings ascribed
to them on Schedule
I to this Agreement.

       

      SECTION 2.  THE
PROPOSED TRANSACTION

       

      2.01                      Purchase of the Purchased
Stock.  Subject to the terms and conditions of this Agreement,
Seller, at Closing, shall sell, convey, assign, transfer and deliver to Buyer,
and Buyer shall purchase and acquire, the Purchased Stock.  As of the
Closing Date, Seller shall have good and marketable title to the Purchased
Stock, free and clear of all Liens.

       

      2.02                      Assets To Be Owned by
Linkstar Corporation at Closing.  Subject to the terms and
conditions of this Agreement, Linkstar Corporation shall, as of the Closing
Date, have good and marketable title, free and clear of all Liens, to the
following property (the “Linkstar
Assets”):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a)           the
Inventory of merchandise that is held for sale in connection with the Business;
a complete and accurate list of the merchandise as of October 31, 2010 is set
forth on Schedule
2.02(a);

       

      (b)           all
Accounts Receivable; a complete and accurate list of the Accounts Receivable as
of October 31, 2010 is set forth on Schedule
2.02(b);

       

      (c)           all
Equipment and furniture; a complete and accurate list of the major items of
Equipment and furniture is set forth on Schedule
2.02(c);

       

      (d)           cash
and cash equivalents not to be less than $1.00 at Closing;

       

      (e)           all
Intellectual Property and the goodwill associated therewith; a complete and
accurate list of the Intellectual Property is set forth on Schedule
2.02(e);

       

      (f)           all
Computer Software Assets; a complete and accurate list of such Computer Software
Assets is set forth on Schedule
2.02(f);

       

      (g)           all
Prepaid Expenses; a complete and accurate list of the Prepaid Expenses as of
October 31, 2010 is set forth on Schedule
2.02(g);

       

      (h)           all
Contracts and Leases; a complete and accurate list of all Contracts and Leases
is set forth on Schedule
2.02(h);

       

      (i)           all
Open Orders; a complete and accurate list of all Open Orders as of October 31,
2010 is set forth on Schedule
2.02(i);

       

      (j)           all
Permits; a complete and accurate list of all Permits is set forth on Schedule
2.02(j);

       

      (k)           all
Books and Records, including, without limitation (i) all property and records
used or held for use in the Business, (ii) all corporate books and records,
including minute books, (iii) copies of personnel records of the Employees, (iv)
all office supplies and (v) the right to receive and retain mail and other
communications relating to the Business; and

       

      (l)           all
other assets (including bank accounts, claims against insurance carriers, causes
of action, rights of action, contract rights and warranty and product liability
claims against third parties, telephone numbers and listings) relating to the
Linkstar Assets or the Business.

       

      For the
avoidance of doubt, the Linkstar Assets shall include all assets, properties and
rights of every kind and description, real, personal and mixed, tangible and
intangible, wherever situated, used in the Business and included in the
calculation of the Purchase Price as set forth in Section 2.03 of this
Agreement; provided, however, that the Linkstar Assets specifically do not
include the assets, properties and rights, tangible and intangible of Promopath,
Inc.

       

      
        
          
          

        

        
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      It is
understood and agreed that Seller shall deliver, at least three (3) business
days prior to the Closing, all schedules referenced in this Agreement, which
schedules shall be updated as of November 21, 2010.

       

      2.03                      Consideration for the
Purchased Stock.  Subject to the terms and conditions of this
Agreement, and in consideration of the sale, conveyance, assignment, transfer
and delivery of the Purchased Stock, Buyer agrees (a) to pay and deliver One
Million One Hundred Thousand Dollars ($1,100,000) (the “Purchase Price”),
less the Escrowed Funds as described in Section 2.06, to
Seller at Closing, (b) to pay and deliver the Escrowed Funds to the Escrow Agent
at Closing on behalf of Seller, and (c) to assume the Assumed Liabilities, as
set forth in Section
2.07, as of the Closing Date.  Seller shall designate the bank
account into which the Purchase Price should be directed at least three (3) days
prior to the Closing Date.

       

      2.04                      Intentionally
Reserved.

       

      2.05                      Intentionally
Reserved.

       

      2.06                      Escrow.  At
Closing, Buyer shall pay ten percent (10%) of the Purchase Price, which is equal
to One Hundred Ten Thousand Dollars ($110,000) (the “Escrowed Funds”) to
an escrow account (“Escrow Account”)
opened by Buchanan Ingersoll & Rooney PC (“Escrow Agent”),
pursuant to an escrow agreement having the terms and provisions of this Section 2.06 which
agreement has been attached as Exhibit A to this
Agreement.  The Escrow Account shall be interest bearing and shall not
be commingled with any other funds.  Interest earned on the Escrow
Account shall be paid in accordance with the payment of the principal of the
Escrow Account.  The Escrow Account shall be security for the payment
of indemnity claims made by Buyer under Section 12 of this
Agreement.  If there are no unsatisfied indemnity claims made by Buyer
on or before the six (6) month anniversary of the Closing Date, the Escrowed
Funds, including interest, shall be paid to Seller.  If there is an
unsatisfied indemnity claim made by Buyer that remains outstanding on the six
(6) month anniversary of the Closing Date, the Escrow Agent shall maintain
sufficient Escrowed Funds to cover the amount of the unpaid indemnity claim and
shall distribute the balance, if any, of the Escrowed Funds to
Seller.  The Escrow Agent shall maintain sufficient Escrowed Funds to
cover the amount of any unsatisfied indemnity claim until both Buyer and Seller
agree on the disposition of the Escrow Account or a court having jurisdiction
orders disposition of the funds held in the Escrow Account.  In the
event there shall be any dispute between the parties as to the proper
disposition of the Escrow Account, the Escrow Agent shall not disburse the
Escrow Account to any party.  In the event of such a dispute, the
Escrow Agent shall have the right to either maintain the Escrow Account or
deposit said Escrow Account proceeds with a court of competent jurisdiction to
await determination or an accord and mutual agreement of Seller and Buyer with
respect to the disposition of the escrowed amount.  MSI, Seller and
Buyer, by their execution hereof, indemnify and agree to hold the Escrow Agent
harmless from any and all claims or causes of action, damages or injuries
arising out of or in any way related to the performance of its duties in
connection herewith, except for those matters arising out of the Escrow Agent’s
gross negligence or intentional misconduct.

       

      
        
          
          

        

        
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      2.07                      Assumed
Liabilities.  Buyer acknowledges that Seller and Linkstar
Corporation will have Liabilities and Obligations relating to the Business on
the Closing Date, as set forth in subsections (a), (b), (c), (d), and (e) below
(“Assumed
Liabilities”):

       

      (a)           all
Liabilities and Obligations which are set forth on Schedule
2.07(a);

       

      (b)           
any Open Orders under Customer Contracts to the extent such Liabilities and
Obligations arise and are related to periods subsequent to the
Closing;

       

      (c)           the
Liabilities and Obligations arising pursuant to the Contracts and Leases listed
on Schedule
2.02(h) arising after the Closing Date;

       

      (d)          the
Liabilities and Obligations for amounts due to the Employees as compensation,
severance payments and bonuses and any other amounts due to the Employees under
the Plans as listed on Schedule 4.17(a)
arising after the Closing Date; and

       

      (e)           the
Liabilities and Obligations of Seller or Linkstar Corporation arising out of any
transactions or events occurring, or liabilities or obligations incurred, after
the Closing Date.

       

      Buyer is
solely responsible for payment of the Assumed Liabilities.

       

      2.08                      Excluded
Liabilities.  MSI and Seller shall indemnify, defend and hold
Buyer harmless from and against all Losses whatsoever that have arisen or which
relate to, the following:

       

      (a)           any
Liabilities and Obligations of Seller or Linkstar Corporation to indemnify its
officers, directors, employees or agents for actions or inactions occurring
prior to the Closing Date;

       

      (b)           the
Liabilities and Obligations arising pursuant to any Open Orders under Customer
Contracts to the extent such Liabilities and Obligations arise and are related
to periods before the Closing, excepting any Assumed Liabilities;

       

      (c)           the
Liabilities and Obligations arising pursuant to the Contracts and Leases listed
on Schedule
2.02(h) arising before the Closing Date, excepting any Assumed
Liabilities;

       

      (d)          [Intentionally
Reserved];

       

      (e)          the
Liabilities and Obligations for amounts due to the Employees as compensation,
severance payments and bonuses and any other amounts due to the Employees under
the Plans as listed on Schedule 4.17(a)
arising before the Closing Date, excepting any Assumed Liabilities;
and

       

      (f)           the
Liabilities or Obligations of Seller or Linkstar Corporation arising out of any
transactions or events occurring, or the Liabilities or Obligations incurred,
before the Closing Date (including, but not limited to, those related to Taxes),
excepting the Assumed Liabilities.

       

      
        
          
          

        

        
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      2.09                      Allocation of
Consideration.

       

      (a)           Preparation of Allocation
Schedule.  Within fifteen (15) days following the Closing,
Seller shall prepare and deliver to Buyer a draft schedule allocating the
Purchase Price among the Purchased Stock in accordance with Section 1060 of the
Code and the Treasury Regulations thereunder (the “Allocation”).  Within
fifteen (15) days after delivery of the Allocation, Buyer shall notify Seller of
any proposed changes and shall make any proposed changes that are reasonable and
in accordance with GAAP.  The Allocation shall be used in preparing
Internal Revenue Service Form 8594 (and all similar forms under state or local
Laws), which form shall be completed, executed and delivered by the parties as
soon as is reasonably practicable after the finalization of the Allocation, but
in no event later than sixty (60) days before the due date for the filing of
such form.  Any payments subsequent to the Closing Date (such as
indemnity payments under the terms of this Agreement) that are treated as an
adjustment to the Purchase Price for tax purposes shall be reflected as an
adjustment to the price allocated to the Purchased Stock.

       

      (b)           Tax
Returns.  Buyer and Seller agree to file (and agree to cause
any and all appropriate successor entities to file) all federal, state, local
and foreign Tax returns in a manner consistent with the Allocation (as
originally proposed or as revised in accordance with this Agreement, as the case
may be) and, except as required pursuant to a final determination (as defined in
Section 1313(a) of the Code or corresponding provisions of state or local Laws),
not to take, or cause to be taken, any action or position inconsistent with the
Allocation on any of their Tax returns.

       

      SECTION
3.  CLOSING

       

      The
Closing of the transactions contemplated by this Agreement shall take place at
10:00 a.m. Eastern Standard Time at the offices of Seller at 240 Gibraltar Road,
Suite 220, Horsham, Pennsylvania on November 22, 2010, time being of the
essence, or such other date as the parties may mutually agree to in
writing.

       

      SECTION
4.  REPRESENTATIONS AND WARRANTIES OF MSI AND
SELLER

      


      Seller
and MSI represent and warrant to Buyer that the statements contained in this
Section 4 are
correct and complete as of the date of this Agreement and shall be correct and
complete on the Closing Date.  Wherever a representation or warranty
in this Agreement is qualified by “Knowledge,” “to MSI’s and Seller’s
Knowledge,” “to the best of MSI’s and Seller’s Knowledge,” or a similar
iteration, such phrase shall mean the actual knowledge and constructive
knowledge, based on a reasonably diligent investigation, of Dennis Raefield,
Chief Executive Officer of MSI, Gregory Krzemien, Chief Financial Officer of
MSI, and Ronald Gdovic, President of Linkstar Corporation.

       

      
        
          
          

        

        
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      4.01                      Organization; Authorization;
Ownership; Voting.

       

      (a)           Each
of Seller and Linkstar Corporation is a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation
and has all requisite corporate power and authority to carry on its business as
now conducted.  Each of Seller and Linkstar Corporation is duly
qualified to transact business and is in good standing in each jurisdiction in
which it is required by law to qualify.

       

      (b)           All
corporate action on the part of MSI, Seller, and each of its officers, directors
and shareholders necessary for the authorization, execution and delivery of this
Agreement, the performance of all obligations hereunder and the consummation of
the transactions contemplated hereby has been taken or will be taken prior to
the Closing, and this Agreement constitutes a valid and legally binding
obligation of MSI and Seller, enforceable in accordance with its terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights
generally and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other remedies.

       

      (c)           Seller
owns the Purchased Stock, which constitutes all of the issued and outstanding
shares of Linkstar Corporation, free and clear of any restrictions on transfer,
security interests, Liens, pledges, options, purchase rights, contracts,
commitments, claims and demands.  All such stock was duly and validly
issued, fully paid and nonassessable.  Seller is not a party to any
option, warrant, purchase right or other contract or commitment that could
require Seller to sell, transfer or otherwise dispose of the Purchased Stock
(other than under this Agreement).  Seller is not a party to any
voting trust, proxy or other agreement or understanding with respect to the
voting of the Purchased Stock.

       

      (d)           No
Person other than Seller has any right to vote the Purchased Stock.

       

      (e)           MSI
is a publicly traded company listed on the OTCQB Marketplace.

       

      4.02                      Intentionally
Reserved.

       

      4.03                      No
Conflict.  The execution, delivery and performance of and under
this Agreement by Seller and MSI and the consummation of the transactions
contemplated by this Agreement do not and will not:  (a) violate,
conflict with or result in the breach of any provision of Seller’s or MSI’s
articles of incorporation or bylaws; (b) conflict with or violate any Law or
Governmental Order applicable to the Linkstar Assets, the Business, Seller or
Linkstar Corporation or any of their respective assets, properties or
businesses; or (c) except as set forth on Schedule 4.03,
conflict with, result in any breach of, constitute a default (or event which
with the giving of notice or lapse of time would become a default) under,
require any consent under, or give to any other Person any rights of
termination, amendment, acceleration, suspension, revocation or cancellation of,
or result in the creation of any Lien on the Linkstar Assets, the properties of
Linkstar Corporation or the Purchased Stock pursuant to any note, bond,
mortgage, indenture, contract, agreement, lease, sublease, license, permit,
authorization, franchise or other instrument or arrangement to which MSI or
Seller is a party or by which any of the Linkstar Assets, MSI, Seller, Linkstar
Corporation or the Purchased Stock are bound or affected.

       

      
        
          
          

        

        
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      4.04                      Governmental Consents and
Approvals.  Except as set forth on Schedule 4.04, the
execution, delivery and performance of this Agreement by MSI and Seller and the
consummation of the transactions contemplated hereby does not and will not
require any consent or action by, filing with or notification to, any
Governmental Authority.

       

      4.05                      Title to Linkstar Assets;
Sufficiency of Linkstar Assets.  Linkstar Corporation has good
and marketable title to the Linkstar Assets, free and clear of all
Liens.  The Linkstar Assets constitute all of the material rights,
properties and assets used in the operation of the Business as presently
conducted and as expected to be conducted as of the Closing, excepting only any
material rights, properties and assets owned by Promopath, Inc., which are set
forth on Schedule
4.05.  With respect to the property and assets it leases,
Linkstar Corporation is in compliance with, and to MSI’s and Seller’s Knowledge,
holds a valid leasehold interest free of any Liens.  By virtue of the
grant, conveyance, sale, transfer and assignment of the Purchased Stock
hereunder, Buyer shall receive good and marketable title to the Linkstar Assets,
free and clear of all Liens, at Closing.

       

      4.06                      Equipment.  Schedule 2.02(c) is a
complete and accurate list of all Equipment.  The Equipment is in
operable and serviceable condition and repair (subject to normal wear and
tear).  Linkstar Corporation has not, nor, to the best of MSI’s and
Seller’s Knowledge, has anyone else, made any modifications to any of the
Linkstar Assets that would void or invalidate any manufacturer’s warranty or
cause the Linkstar Assets not to be in compliance with any
Law.  Linkstar Corporation owns all of the Equipment, except only
Equipment that is leased under Leases not in default and identified on Schedule
2.02(h).

       

      4.07                      Contracts and
Leases.

       

      (a)           Schedule 2.02(h) is a
complete and accurate list of the Contracts, excepting the Customer Contracts,
and Leases as of the date of this Agreement.  Complete and accurate
originals of all Contracts and Leases are filed in the records of Linkstar
Corporation.  All Contracts and Leases are in full force and effect
and are valid, binding and enforceable against the respective parties thereto in
accordance with their respective terms, and Linkstar Corporation is not in
default in, nor has there occurred an event or condition which, with the passage
of time or the giving of notice, would constitute a default with regard to the
payment or performance of any obligation under any Contract or any
Lease.

       

      (b)           Except
as set forth on Schedule 4.07(b), no
Contract or Lease requires the Consent of any Person for the purchase of the
Purchased Stock by Buyer under this Agreement.

       

      (c)          The
Customer Contracts are in the form of orders by customers and are not written
contracts signed by the customer and Linkstar Corporation.  All
Customer Contracts represent complete, accurate and true orders by bona fide
customers.

       

      4.08                      Compliance with
Laws.  Linkstar Corporation is conducting the Business in
accordance with all Laws, Permits and Governmental Orders applicable to the
Linkstar Assets or the Business.  Linkstar Corporation is not in
violation of, nor has it violated, any such Law, Permit or Governmental
Order.  MSI, Seller, and Linkstar Corporation, have not received any
citation or notice that Linkstar is under investigation or other form of review
relating to the Linkstar Assets or the Business with respect to any applicable
Law.

       

      
        
          
          

        

        
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      4.09                      Tax
Matters.

       

      (a)           Except
as set forth on Schedule
4.09,  each of Seller and Linkstar Corporation has duly and
timely filed all returns for Taxes required to be filed by it or for which it
may be held responsible under applicable Law, all such Tax returns are true,
correct and complete in all material respects, and  Seller and
Linkstar Corporation have timely paid or accrued (or had paid or accrued on its
behalf) all Taxes due for all periods ending on or prior to the Closing Date
with respect to which a taxing or collection authority has issued a proposed or
final assessment or made any similar claim.  The provision for taxes
of Linkstar Corporation as shown in the Financial Statements is adequate for
Taxes due or accrued as of the date thereof.  There is no dispute or
claim concerning any Taxes of Linkstar Corporation either (i) claimed or raised
by any Governmental Authority in writing or (ii) as to which any of the
directors, officers or representatives of MSI or Seller have Knowledge, except
as disclosed on Schedule
4.09.  No returns for Taxes of Linkstar Corporation are
currently under audit or examination by any Governmental
Authority.  Since the Financial Statement Date,  Linkstar
Corporation has not incurred any Taxes, assessments or governmental charges
other than in the ordinary course of business and  Linkstar
Corporation has made adequate provisions on its books of account for all Taxes,
assessments and governmental charges with respect to its business, properties
and operations for such period.

       

      (b)           All
amounts required to be withheld or collected by Linkstar Corporation from
customers or from or on behalf of the Employees or independent contractors for
income, social security and unemployment insurance Taxes have been collected or
withheld and either paid to the appropriate Governmental Authority or set aside
and, to the extent required by Law, held in accounts for such
purpose.

       

      (c)           Linkstar
Corporation has complied in all respects with all applicable Laws relating to
withholding Taxes and Tax information reporting and has, within the time and
manner prescribed by Law, withheld from each Employee’s wages and other payments
and paid over to the proper Governmental Authority all amounts required to have
been so withheld and paid.  All Persons who have provided services to
Linkstar Corporation and have been classified as independent contractors for Tax
purposes were properly classified as such. The records of Linkstar Corporation
contain all information and documents necessary to comply in all material
respects with applicable Tax information reporting and Tax withholding
requirements under applicable Law and such records identify with specificity all
amounts subject to backup holding under Section 3406 of the Code.

       

      (d)           To
MSI’s and Seller’s Knowledge, there are no existing circumstances that will
result in the assertion of any claim for Taxes against Seller or Linkstar
Corporation by any Governmental Authority with respect to any period for which
Tax returns are required to have been filed or Taxes required to have been paid
prior to the Closing Date.

       

      (e)           Seller
and Linkstar Corporation have not directly or through any subsidiary conducted
any activities in any jurisdiction which require them to pay Tax or file a Tax
return of a type that it has not filed in the most recently ending preceding
taxable period for which such type of Tax or Tax return would be
due.

       

      
        
          
          

        

        
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      (f)           Linkstar
Corporation has not waived any statute of limitations or agreed to any extension
of time that has the effect of deferring the payment or collection of any Tax or
the filing of any Tax return. Except for a power of attorney held by Grant
Thornton, which shall be terminated within three (3) days after the Closing
Date, there is not currently in effect any power of attorney authorizing any
Person to act on behalf of Linkstar Corporation or to receive information
relating to Linkstar Corporation with respect to any Tax matter (other than
authorizations included as an integral part of any Tax return previously filed
by  Linkstar Corporation).

       

      (g)           Linkstar
Corporation has not been a beneficiary or otherwise participated in any
“reportable transaction” within the meaning of Treasury Regulation Section
1.6011-4(b)(1) that was or will ever be required to be disclosed under Treasury
Regulation Section 1.6011-4. No Tax returns filed by Linkstar Corporation
contained a disclosure statement under Section 6662 of the Code (or any similar
provision of Law) and Linkstar Corporation has never been advised to make such a
disclosure.

       

      (h)           Linkstar
Corporation does not have any “permanent establishments” in any country other
than the United States and has not otherwise engaged in any activity that has
exposed,  or will expose, it to the taxing jurisdiction of any such
other country.

       

      (i)           Linkstar
Corporation has not waived any statute of limitations in respect of Taxes or
agreed to any extension of time with respect to an assessment or deficiency for
Taxes.

       

      (j)           There
are no Liens for Taxes (other than for current Taxes not yet due and payable) on
Seller, Linkstar Corporation or any of the Linkstar Assets.

       

      (k)           Linkstar
Corporation has been a validly existing C corporation since its incorporation
within the meaning of the Code.

       

      (l)           Linkstar
Corporation is not a party to, is not bound by or has no obligation under any
Tax sharing agreement, Tax indemnification, or Tax allocation agreement or
similar agreement, contract or arrangement, and has no potential liability or
obligation with respect to Taxes of any Person (other than Linkstar Corporation)
as a result of, or pursuant to, any such agreement, contract, arrangement or
otherwise.

       

      (m)           All
transactions that could give rise to an understatement of the federal income tax
liability of Linkstar Corporation within the meaning of Section 6662(d) of the
Code are adequately disclosed on Tax returns in accordance with Section
6662(d)(2)(B) of the Code if there is or was no substantial authority for the
treatment giving rise to such understatement.

       

      (n)           Linkstar
Corporation is not and has not been a U.S. real property holding corporation (as
defined in Section 897(c)(2) of the Code) during the applicable period specified
in Section 897(c)(1)(A)(ii) of the Code.

       

      
        
          
          

        

        
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      (o)           Linkstar
Corporation will not be required to include any item of income in, or exclude
any tax credit or item of deduction from, taxable income for any taxable period
(or portion thereof) ending after the Closing Date as a result
of:  (i) any change in method of accounting (whether overall or in
respect of any item) for a taxable period ending on or prior to the Closing
Date; (ii) any “agreement” with any Tax authority executed on or prior to the
Closing Date; (iii) any installment sale or open transaction disposition made on
or prior to the Closing Date; (iv) any prepaid amount received on or prior to
the Closing Date; or (v) the transactions contemplated by this
Agreement.

       

      (p)           Linkstar
Corporation has not been a member of any affiliated group within the meaning of
Section 1504(a) of the Code, or any similar affiliated or consolidated group for
Tax purposes under state, local or foreign law (other than a group the common
parent of which is MSI), or has any liability for Taxes of any Person (other
than Linkstar Corporation) under Treasury Regulation Section 1.1502-6 or any
similar provision of state, local or foreign law as a transferee or successor,
by contract or otherwise.

       

      (q)           Linkstar
Corporation has not been either a “distributing corporation” or a “controlled
corporation” within the meaning of Section 355 of the Code.

       

      4.10                      Litigation.  There
is no Action pending or, to MSI’s and Seller’s Knowledge, currently threatened
against MSI or Seller that questions the validity of this Agreement, the right
of MSI or Seller to enter into this Agreement or to consummate the transactions
contemplated hereby.   Except as set forth on Schedule 4.10, no
Action is pending or, to the best of MSI’s and Seller’s Knowledge, threatened,
against Linkstar Corporation relating to the Linkstar Assets or the Business, at
law or in equity.  Seller has not received notice of any of the above,
and, to the best of MSI’s and Seller’s Knowledge, no facts or circumstances
exist which would give rise to any of the foregoing.  Schedule 4.10 also
lists all instances in which Linkstar Corporation is the plaintiff or
complaining or moving party in any action that is in any way related to the
Linkstar Assets or the Business.

       

      4.11                      Conduct of
Business.  Since September  30, 2010, except for the
execution and delivery of this Agreement or as disclosed on Schedule 4.11, the
Business has been conducted in all material respects in the ordinary course and
consistent with past practice, and there has not been any:

       

      (a)           sale
or transfer of, or any agreement to sell or transfer, any of the Linkstar Assets
or any plan, agreement or arrangement granting any right to purchase or acquire
any interest in any of the Linkstar Assets, or requiring Consent of any party to
the transfer and assignment of any of the Linkstar Assets, or any loss or damage
to the Assets;

       

      (b)           waiver
of any material rights or claims of Linkstar Corporation related to the Linkstar
Assets;

       

      (c)           material
breach, amendment or termination of any Customer Contract;

       

      (d)           transaction
by Linkstar Corporation outside the ordinary course of its business and related
to the Linkstar Assets; or

       

      
        
          
          

        

        
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      (e)           any
action by Seller or any employee, officer or agent of Seller to do any of the
foregoing.

       

      4.12                      Reliance on
Advisors.  Each of MSI and Seller has relied on its own
advisors for all legal, accounting, Tax or other advice whatsoever in connection
with this Agreement and the transactions contemplated hereby.

       

      4.13                      Permits.  Linkstar
Corporation maintains all Permits necessary for the conduct of the Business as
it is currently conducted.  Schedule 2.02(j) sets forth a
list of all Permits.  All Permits are in full force and effect and no
suspension or cancellation of any of the Permits has been
threatened.  No Permits or parts thereof are subject to loss by reason
of dormancy or non-use.  No claims have been made by any Governmental
Authority or any Person relating to the Permits and no such claim is
contemplated by any Governmental Authority or other Person, nor does any basis
exist therefor.  Except as set forth on Schedule 2.02(j), no
Permit will be terminated or require the consent of the issuer to continue in
effect as a result of the execution of this Agreement or the consummation of the
transactions contemplated herein.

       

      4.14                      Insurance.  Schedule 4.14 sets
forth a list of all insurance policies held by or on behalf
of  Linkstar Corporation as of the date hereof and anticipated to be
held as of the Closing Date.  The policies will be terminated
effective with the sale and transfer of the Purchased Stock.  Linkstar
Corporation has not received any notice of actual or proposed cancellation or of
reduction in coverage of, or of any increase in premium under, such policies of
insurance, and to the best of MSI’s and Seller’s Knowledge, there are no
retrospective or audit premium charges due under the identified insurance
policies with respect to Linkstar Corporation.

       

      4.15                      Absence of Sensitive
Payments.  Linkstar Corporation has not made any contributions,
payments or gifts to or for the private use of any governmental official,
governmental employee or governmental agent in any amount where either the
payment or the purpose in making such contribution, payment or gift is illegal
under the Laws of the United States or any other jurisdiction.

       

      4.16                      Environmental
Matters.  Except as set forth on Schedule 4.16,
Linkstar Corporation has conducted all activities of the Business in compliance
with, and all properties owned, leased or operated by Linkstar Corporation in
connection with the Business comply with, all Environmental
Laws.  Except as set forth on Schedule 4.16, no
facts, events or conditions relating to the facilities, properties or operations
of the Business will prevent, hinder or limit continued compliance with any
Environmental Laws.

       

      4.17                      Benefit Plans and Employment
Arrangements.

       

      (a)           Schedule 4.17(a) sets
forth a true and correct list of:  (i) the name, current annual
compensation rate (including bonus and commissions), title, current base salary
rate, accrued bonuses, accrued sick leave, accrued severance pay and accrued
vacation benefits for each present employee of the Business; (ii) each
collective bargaining, union or other employee organization agreement; (iii)
each employment, advisory or consulting agreement; (iv) each employee
confidentiality or other agreement protecting proprietary processes, formulae or
information; (v) each corporation or other trade or business which is an ERISA
Affiliate; and (vi) each Plan.  Schedule 4.17(a)
identifies which Plans, if any, are (i) defined benefit pension plans intended
to be qualified under Section 401(a) of the Code, (ii) defined contribution
plans intended to be qualified under Section 401(a) of the Code, (iii)
Multiemployer Plans, (iv) any other Plan (including but not limited to any such
program, contract or arrangement contained in an employment, advisory or
consulting agreement), which provides benefits of any kind after termination of
employment, such as, but not limited to, severance pay, continuation pay,
termination pay or deferred compensation, (v) “employee welfare benefit plans”
within the meaning of ERISA, and (vi) not “employee welfare benefit plans”
within the meaning of ERISA.  Each of the Plans intended to be
qualified under Section 401 of the Code satisfies the requirements of such
Section and has received a favorable determination letter from the Internal
Revenue Service regarding such qualified status and has not, since receipt of
the most recent favorable determination letter, been amended or operated in a
way which could adversely affect such qualified status.

       

      
        
          
          

        

        
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      (b)           With
respect to each Plan, Seller has delivered to Buyer true, correct and complete
copies of all current written documents setting forth the terms and conditions
of such Plan (or a written summary of such terms in the case of an unwritten
Plan) and, in the case of each Plan subject to ERISA, copies of the plan
document, the most current summary plan description and any modifications
thereto, the most recently filed Internal Revenue Service Form 5500 (including
attachments) and the most recent actuarial valuation and report, as applicable,
and other material related documents of such Plan such as insurance
contracts.

       

      (c)           The
acquisition by Buyer of the Purchased Stock will not, directly or indirectly,
give rise to any withdrawal liability or potential withdrawal liability on the
part of Buyer with respect to any Multiemployer Plan.  Linkstar
Corporation has no unfulfilled obligation to contribute to any Multiemployer
Plan or collectively bargained welfare plan.  Neither Linkstar
Corporation nor any ERISA Affiliate has incurred any liability which arises from
either a complete or partial withdrawal (as defined in Section 4203 or 4205 of
ERISA, respectively) from any Multiemployer Plan.

       

      (d)           Each
Plan covering Linkstar Corporation has been administered in compliance with its
governing documents and applicable law, and, to the Knowledge of Seller and MSI,
there have been no defaults or violations by any other party with respect to the
Plans.

       

      (e)           Neither
Linkstar Corporation nor any ERISA Affiliate maintains or contributes to, or has
ever maintained or had an obligation to contribute to, a Plan subject to Title
IV of ERISA or to the minimum funding requirements or standards of Section 412
of the Code or Section 302 of ERISA.  There does not exist any
condition, there has not occurred any event, and there has not been any
omission, with respect to the sponsorship, funding or administration of any
Plan, which has or could result in a Lien upon or claim with respect to any of
Seller, Linkstar Corporation, the Linkstar Assets, or Buyer being liable for any
contribution, withdrawal liability, benefit, claim, settlement, Tax, penalty or
payment of any nature.  All contributions required to be made to the
Plans pursuant to their terms and provisions and applicable Law have been made
on a timely basis.

       

      
        
          
          

        

        
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      (f)           Except
as set forth on Schedule 4.17(f),
each group health plan that provides health coverage to any present or former
employee of the Business has operated in compliance with all requirements of
Sections 601 through 608 of ERISA and/or Section 4980B of the Code, relating to
the continuation of coverage under certain circumstances in which coverage would
otherwise cease.  Schedule 4.17(f) sets
forth a true and complete list of all current employees, and former employees
since May 1, 2010, of the Business and their respective beneficiaries who
are receiving or who are eligible to elect to receive such continuation coverage
under such group health plans pursuant to such provisions of ERISA and the
Code.  Each group health plan that is subject to the requirements of
the Health Insurance Portability and Accountability Act, including, without
limitation, the privacy and security provisions thereof, has been operated in
compliance therewith.

       

      (g)           There
are no actions, suits or claims pending (other than routine claims for benefits)
or, to the Knowledge of MSI and Seller, threatened against, or with respect to,
any of the Plans covering Linkstar Corporation or the Linkstar
Assets.

       

      (h)           None
of the Plans nor any trust created thereunder or with respect thereto has
engaged in any “prohibited transaction” or “party-in-interest” transaction as
such terms are defined in Section 4975 of the Code and Section 406 of ERISA
which could subject any Plan, Seller or any officer, director or employee
thereof to a tax or penalty on prohibited transactions or party-in-interest
transactions pursuant to Section 4975 of the Code or Section 502(i) of
ERISA.

       

      (i)           There
is no matter pending (other than routine qualification determination filings)
with respect to any of the Plans that cover Linkstar Corporation before the
Internal Revenue Service, the Department of Labor or the Pension Benefit
Guaranty Corporation.

       

      (j)           Seller
does not maintain or sponsor any Plan which is funded by a trust intended to be
exempt from federal income taxation pursuant to Section 501(c)(9) of the
Code.

       

      (k)           Linkstar
Corporation does not have any obligation to provide health benefits or death
benefits to former employees, except as specifically required by applicable
Laws.

       

      (l)           There
are no collective bargaining agreements with any union or other bargaining group
for any employees of the Business and there has been no union organizational
efforts involving such employees and, to MSI’s and Seller’s Knowledge, no such
organization efforts are pending.  Except as set forth on Schedule 4.17(l),
Linkstar Corporation has not carried on discussions regarding organization with
any labor union and there has not been any strike, work stoppage, labor dispute
or other labor trouble relating to employees of the Business and there are no
significant threats of work stoppage or labor trouble by employees of the
Business.

       

      (m)           Except
as set forth on Schedule 4.17(m),
Linkstar Corporation has satisfied any and all obligations to any current or
former employees of the Business as of the date hereof.

       

      (n)           There
are no Actions pending, or to the Knowledge of MSI and Seller, threatened, by an
employee of the Business against Linkstar Corporation.  In addition,
to MSI’s and Seller’s Knowledge, there are no facts or circumstances that could
give rise to any employee-related Actions.

       

      
        
          
          

        

        
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      4.18                      Financial
Statements.  Schedule 4.18 sets
forth the consolidated financial statements of Linkstar Corporation, including
unaudited consolidated balance sheets and statements of income as of and for (i)
the fiscal years ended December 31, 2009 and December 31, 2008 and (ii) the ten
months ended October 31, 2010 (the “Most Recent Financial
Statement”; (i) and (ii) together are collectively referred to as the
“Financial
Statements”; October 31, 2010 is referred to as the “Financial Statement
Date”). The Financial Statements present fairly the financial condition
of Linkstar Corporation as of such dates and the results of operations for such
periods.  Linkstar Corporation has maintained a standard system of
accounting established and administered in accordance with GAAP with respect to
itself, the Business, and the Linkstar Assets.

       

      4.19                      No Undisclosed
Liabilities. Linkstar Corporation does not have any material liability
required to be disclosed on a balance sheet in accordance with GAAP, except for
(i) liabilities set forth on the face of the Most Recent Financial Statement and
any notes thereto, and (ii) liabilities which have arisen after the Financial
Statement Date in the ordinary course of business.

       

      4.20                      No Changes. Since the
Financial Statement Date, there has not been:

       

      (a)           any
change in the assets, liabilities, financial condition or operating results of
Linkstar Corporation from that reflected in the Financial Statements, except
changes in the ordinary course of business;

       

      (b)           any
damage, destruction or loss, whether or not covered by insurance, materially and
adversely affecting the Linkstar Assets;

       

      (c)           any
waiver by Linkstar Corporation of a valuable right or of a material debt owed to
it;

       

      (d)           any
satisfaction or discharge of any Lien, claim or encumbrance or payment of any
obligation by Linkstar Corporation, except in the ordinary course of business
and that is not material to the assets, properties, financial condition,
operating results or business of Linkstar Corporation (as such business is
presently conducted);

       

      (e)           any
material change or amendment to a material contract or arrangement by which
Linkstar Corporation or any of its assets or properties is bound or
subject;

       

      (f)           any
material change in any compensation arrangement or agreement with any Employee,
officer, or director of Linkstar Corporation;

       

      (g)           any
sale, assignment or transfer of any patents, trademarks, copyrights, trade
secrets or other intangible assets of Linkstar Corporation;

       

      (h)           any
resignation or termination of employment of any key officer of Linkstar
Corporation relating to the Business; and MSI and Seller, to their Knowledge, do
not know of the impending resignation or termination of employment of any such
officer or key Employee;

       

      
        
          
          

        

        
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      (i)           receipt
of notice that there has been a loss of, or material order cancellation by, any
major customer of Linkstar Corporation;

       

      (j)           any
mortgage, pledge, transfer of a security interest in, or Lien, created by
Linkstar Corporation, with respect to any of its material properties or assets,
except Liens for Taxes not yet due or payable;

       

      (k)           any
loans or guarantees made by Linkstar Corporation to or for the benefit of its
Employees, officers or directors, or any members of their immediate families,
other than travel advances and other advances made in the ordinary course of its
business;

       

      (l)           any
declaration, setting aside or payment or other distribution in respect of any of
the Purchased Stock, or any direct or indirect redemption, purchase or other
acquisition of any of the Purchased Stock by Seller or Linkstar Corporation,
respectively;

       

      (m)           to
MSI’s and Seller’s Knowledge, any other event or condition of any character that
might materially and adversely affect the assets, properties, financial
condition or operating results of Linkstar Corporation or the Business (as such
Business is presently conducted); or

       

      (n)           any
agreement or commitment by Linkstar Corporation to do any of the things
described in this Section
4.20.

       

      4.21                      Intellectual
Property.

       

      (a)           Schedule 2.02(e) sets
forth a list of all Intellectual Property.  Linkstar Corporation
acquired its entire and exclusive rights to the Intellectual Property through
the efforts of its own Employees and agents and independent
contractors.  There are no Actions against Linkstar Corporation
pending or, to MSI’s and Seller’s Knowledge, threatened, asserting the
invalidity, misuse or unenforceability of any of the Intellectual
Property.

       

      (b)           Except
as set forth on Schedule 4.21(b),
neither the Intellectual Property nor the conduct of the Business by Linkstar
Corporation has interfered with, infringed upon, misappropriated or otherwise
come into conflict with any intellectual property of third parties.

       

      (c)           Linkstar
Corporation has sufficient title and ownership of all patents, trademarks,
service marks, trade names, domain names, copyrights, trade secrets,
information, proprietary rights and processes necessary for the Business as
currently conducted without any violation or infringement of, or other conflict
with, the rights of others, except for such items as have yet to be conceived or
developed or that are expected to be available for licensing on reasonable terms
from third parties.  There are no outstanding options, licenses,
agreements, claims, encumbrances or shared ownership of interests of any kind
with respect to the Intellectual Property.

       

      
        
          
          

        

        
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      4.22                      Proprietary Information
Agreements.  Linkstar Corporation has a confidential
information policy in its employee handbook and each current Employee of
Linkstar Corporation has acknowledged that the Employee is subject to the
policies in the employee handbook.

       

      4.23                      Significant Customers and
Suppliers.  No customer or supplier that was significant to the
Business during the periods covered by the Financial Statements or that has been
significant to the Business thereafter, has terminated, reduced or threatened to
terminate or reduce its purchases from or provision of products or services to
Linkstar Corporation with respect to the Business, as the case may
be.

       

      4.24                      Insolvency.  No
insolvency proceedings of any character, including, without limitation,
bankruptcy, receivership, reorganization, composition or arrangement with
creditors, voluntary or involuntary, affecting Seller, the Business or any of
the Linkstar Assets is pending, or to MSI’s and Seller’s Knowledge, threatened,
and Seller has not made any assignment for the benefit of creditors, nor taken
any actions with a view to, or which would constitute the basis for, the
institution of any such insolvency proceedings.

       

      4.25                      Related Party
Transactions.  Except as set forth on Schedule 4.25 and
except for transactions with Promopath, Inc, there are no contracts,
arrangements, or understandings between or among Seller, Linkstar Corporation,
and their Affiliates.

       

      4.26                      Minute
Books.  The minute books provided to Buyer for Linkstar
Corporation contain a complete summary of all meetings of directors and
shareholders since the time of incorporation and reflect all transactions
referred to in such minutes accurately in all material respects.

       

      4.27                      Net Operating Loss
Carryforward.  The information contained on Schedule 4.27
regarding the net operating loss carryforward or otherwise provided to Buyer
regarding the application of Section 382 of the Code to Linkstar Corporation’s
federal net operating loss carryforward is true and correct.

       

      4.28                      Obligations to Pay
Fees.  Seller has no liability or obligation to pay any fees or
commissions to any investment banker, broker, finder or agent with respect to
the transactions contemplated by this Agreement for which Buyer could become
liable or obligated.

       

      4.29                      Completeness of
Disclosure.  This Agreement, the Disclosure Schedules, and all
other documents and written information furnished to Buyer and its
representatives by Seller and its representatives, taken as a whole, do not and
will not include any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein not
misleading.  If Seller becomes aware of any fact or circumstance that
would change a representation or warranty of MSI or Seller in this Agreement or
any other statement made or document provided to Buyer, MSI and Seller shall
promptly give notice of such fact or circumstance to Buyer.

       

      
        
          
          

        

        
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      SECTION
5.  REPRESENTATIONS AND WARRANTIES OF BUYER

       

      Buyer
represents and warrants that the statements contained in this Section 5 are correct
and complete as of the date of this Agreement.

       

      5.01                      Organization, Good Standing,
and Authority.  Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation,
and has full corporate power and authority to execute this Agreement and the
other documents and agreements delivered or to be delivered pursuant hereto, to
perform all the terms and conditions hereof and thereof to be performed by it,
and to consummate the transactions contemplated hereby and
thereby.  This Agreement and the other documents and agreements
delivered or to be delivered by Buyer in connection with this Agreement have
been duly authorized and approved by all necessary and proper corporate action
and constitute, and will constitute the valid and binding obligations of Buyer,
enforceable against Buyer in accordance with their respective
terms.

       

      5.02                      No
Violation.  Neither the execution and delivery by Buyer of this
Agreement or the other documents and agreements delivered or to be delivered
pursuant hereto by Buyer and the performance by Buyer hereunder or thereunder,
nor the consummation of the transactions contemplated hereby or thereby, will
violate, conflict with, result in the breach of, or accelerate the performance
required by any of the terms, conditions or provisions of (a) the articles of
incorporation of Buyer, (b) any covenant, agreement or understanding to which
Buyer is a party, or (c) any order, ruling, decree, judgment, arbitration award
or stipulation to which Buyer is subject, or constitute a default
thereunder.

       

      5.03                      Consents and Approvals of
Governmental Authorities and Others.  No approval or
authorization of, filing or registration with, or notification to, any
Governmental Authority is required in connection with the execution and delivery
of this Agreement by Buyer or the performance of its obligations hereunder or
the consummation of the transactions contemplated hereby.  No consent,
approval or authorization of any Person is required in connection with the
execution or delivery of this Agreement by Buyer, the purchase by Buyer of the
Purchased Stock, the Business and the Linkstar Assets, or the performance by
Buyer of any other obligation under this Agreement.

       

      5.04                      Obligation to Pay Certain
Fees.  Neither Buyer nor any of its officers, members,
managers, employees or Affiliates has agreed to pay any fees or commissions to
any investment banker, broker, finder or agent with respect to the transactions
contemplated by this Agreement for which Seller may become liable.

       

      5.05                      Litigation.  There
are no Actions pending, or, to the knowledge of Buyer, threatened, by any Person
or Governmental Authority challenging the legality, validity or propriety of the
transactions contemplated by this Agreement.

       

      5.06                      Completeness of
Disclosure. The representations and warranties contained in this Section 5 and in the
Disclosure Schedules delivered pursuant hereto do not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements and information contained in this Section 5 not
misleading.

       

      
        
          
          

        

        
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      SECTION 6.  COVENANTS
OF SELLER

       

      6.01                      Employees.  Seller
shall permit Buyer to interview the current employees of the Business at the
premises of the Business upon reasonable advance notice to
Seller.  Buyer agrees not to interview the current employees of the
Business without providing reasonable advance notice to Seller.

       

      6.02                      Taxes.  Seller
shall pay, or cause to be paid, in a timely manner, all Taxes arising from or
related to the Business, the Purchased Stock or the Linkstar Assets prior to the
Closing, as well as Taxes arising from the sale of the Purchased
Stock.

       

      6.03                      Access to Offices, Officers,
Accountants, Etc.  Seller will afford to the officers and
authorized representatives of Buyer (including without limitation, attorneys,
accountants, insurance brokers, financial advisors and bankers) access to the
offices, officers, properties, the Books and Records and the books and records
of Seller and the Business, and with any and all Persons Buyer deems appropriate
in order to enable Buyer to consummate the transactions contemplated hereby, and
will furnish Buyer with such additional financial and operating data and other
information as to the Business and Linkstar Assets as Buyer may from time to
time reasonably request.

       

      6.04                      Preservation of
Business.  Seller will conduct the Business in the ordinary
course, in a manner consistent with applicable federal, state and local
regulations.

       

      6.05                      Approval of Certain
Transactions.  Except as specifically contemplated by this
Agreement, without the prior written consent of Buyer, Linkstar Corporation will
not, from the date hereof through the Closing Date:

       

      (a)           Incur
or agree to incur any liability or obligation or enter into any agreement or
transaction that cannot be cancelled upon not more than thirty (30) days’
notice, except for Customer Contracts entered into in the ordinary course of
business;

       

      (b)           mortgage,
pledge or otherwise encumber or convey any similar interest in, or take any
action that would give rise to any Lien with respect to, any Linkstar Assets or
sell, lease or convey any interest in any Linkstar Assets;

       

      (c)           declare
or pay any dividends or distribute cash or securities to its shareholders, make
any direct or indirect redemption, purchase or other acquisition of any of its
capital structure, or issue any additional shares of its capital stock, or
permit any transfer, assignment, pledge or other encumbrance of its capital
stock;

       

      (d)           make
any capital expenditures other than in the ordinary course;

       

      (e)           conduct
the Business other than in the ordinary course;

       

      (f)           waive
or release any rights with respect to the Linkstar Assets or the
Business;

       

      (g)           change
its methods of accounting;

       

      
        
          
          

        

        
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      (h)           adopt
any pension, profit sharing or other compensation plan or enter into or modify
any Contract of, or terms and conditions of, employment other than offering and
employing persons pursuant to at will employment relationships and terminating
employees in accordance with the exercise of prudent business judgment and in
accordance with Seller’s policies and practices; or

       

      (i)           take
any other action (A) which would have a Material Adverse Effect or result in a
material adverse change in the condition (financial or other), of the Business
or the Linkstar Assets or (B) which, if taken prior to the date hereof, would
constitute a breach of any representation or warranty contained in Section 4 of this
Agreement.

       

      6.06                      Compensation.  Seller
shall not increase in any material respect the compensation, bonuses or other
benefits payable or to be payable to any Person employed by Linkstar Corporation
in connection with the Business, except as otherwise disclosed by Seller to
Buyer.

       

      6.07                      Maintenance of
Assets.  Seller shall use commercially reasonable efforts to
maintain the Linkstar Assets in operable condition (wear and tear
excepted).  Seller shall maintain inventory at levels consistent with
past practices.  If any loss, damage, impairment, confiscation or
condemnation of any of the Linkstar Assets occurs, Seller shall repair, replace
or restore those Linkstar Assets to their prior condition as represented in this
Agreement as soon thereafter as possible, and Seller shall use the proceeds of
any claim under any insurance policy solely to repair, replace or restore any of
the Linkstar Assets that are lost, damaged, impaired or destroyed.

       

      6.08                      Notice of
Proceedings.  Seller will promptly notify Buyer upon (and, in
any event within five (5) days) receipt of notice of any actual or threatened
material claim, dispute, arbitration, litigation, complaint, judgment, order,
decree, action, proceeding relating to Linkstar Corporation, the Linkstar
Assets, the Business, the Purchased Stock or the consummation of the
transactions contemplated hereby.

       

      6.09                      Exclusive
Dealing.  MSI and Seller will not:

       

      (a)           solicit
or initiate discussions or engage in negotiations with any Person other than
Buyer (whether or not such discussions are initiated by MSI or Seller), with
respect to the possible acquisition of Linkstar Corporation, the Purchased
Stock, the Business or the Linkstar Assets by such Person (whether by merger,
purchase of capital stock, purchase of assets, consolidation or
otherwise);

       

      (b)           provide
any information with respect to Linkstar Corporation, the Purchased Stock, the
Business or the Linkstar Assets to any Person other than Buyer relating to the
possible acquisition of Linkstar Corporation, the Purchased Stock, the Business
or the Linkstar Assets by such Person (whether by merger, purchase of capital
stock, purchase of assets, consolidation or otherwise); or

       

      (c)           enter
into a transaction with any Person other than Buyer concerning the possible
acquisition of Linkstar Corporation, the Purchased Stock, the Business or the
Linkstar Assets by such Person (whether by merger, purchase of capital stock,
purchase of assets, consolidation or otherwise).

       

      
        
          
          

        

        
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      6.10                      Insurance.  Seller
shall maintain in full force and effect comprehensive general liability
insurance policies with respect to the Business prior to the Closing
Date.

       

      6.11                      Update Disclosure
Schedules.  Prior to the Closing Date, and in no event later
than five (5) days prior to the Closing Date, Seller shall disclose to Buyer any
information contained in the representations and warranties of Seller contained
in Section 4 or
in the Disclosure Schedules delivered pursuant thereto which is no longer true
or complete.  Any such disclosure shall be deemed to modify, amend or
supplement the representations and warranties.

       

      6.12                      Employees.  At
Closing, Seller shall provide Buyer with the amount of any accrued wages,
salaries, vacation pay, and other sums due to the Employees through the close of
business on the Closing Date, which amount shall be considered to be an account
payable for purposes of estimating the Purchase Price.

       

      6.13                      Intercompany
Accounts.  As of the opening of business on the Closing Date,
MSI, Seller and Linkstar Corporation will have cancelled and forgiven (without
recourse) all amounts with respect to any intercompany accounts or otherwise (a)
due by Linkstar Corporation to Seller or (b) due by Seller to Linkstar
Corporation.

       

      6.14                      Further Assurances.
From time to time after the Closing, at Buyer’s request and without further
consideration, Seller (a) will execute and deliver such other and further
instruments of conveyance, assignment and transfer, and take such other action
as may be reasonably requested for the more effective conveyance, transfer and
enjoyment of the Purchased Stock, the Linkstar Assets or the consummation of
this Agreement, and (b) provide access during normal business hours to the Books
and Records of the Business retained by Seller, as necessary for the completion
of any financial statement or Tax returns.

       

      SECTION 7.  COVENANTS
OF BUYER

       

      7.01                      Confidentiality.  If
the transactions provided for herein are not consummated, unless otherwise
required by Law, Buyer and its officers, managers, members, agents and
representatives will hold in strict confidence all information obtained from
Seller and its officers, managers, members, agents or representatives and will
promptly return to Seller, all documents obtained from Seller and its officers,
agents or representatives and all copies of such documents made by Buyer and its
officers, managers, members, agents and representatives, or, alternatively, if
requested by Seller, will destroy all such documents and copies, as well as all
analysis, compilations, summaries, studies or other documents prepared by Buyer
or its officers, agents and representatives which contain information obtained
from Seller or its officers, managers, members, agents or representatives;
provided, Buyer may retain any documents obtained from Seller or prepared by
Buyer if Buyer reasonably determines that litigation may result from the failure
to consummate the transactions and such documents may be relevant in such
litigation.

       

      
        
          
          

        

        
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      7.02                      Employees.  Seller
acknowledges that Linkstar Corporation employs those individuals set forth on
Schedule 7.02
(the “Employees”).  Buyer hereby acknowledges and agrees that it will
not, nor will it cause Linkstar Corporation to, terminate the Employees until at
least three (3) business days after the Closing.

       

      7.03                      Further
Assurances.  From time to time after the Closing, at Seller’s
request and without further consideration, Buyer (a) will execute and deliver
such other and further instruments and take such other action as may be
reasonably requested for the more effective consummation of this Agreement, and
(b) provide access to and copies of the Books and Records of the Business, as
necessary for the completion of any financial statement or Tax returns of
Seller.

       

      SECTION
8.  NON-COMPETITION AND NON-SOLICITATION

       

      In order
to induce the other party to enter into this Agreement and to consummate the
transactions contemplated hereby, the parties hereby covenant as
follows:

       

      8.01                      Restriction of Management
and Investment.  Seller and its Affiliates covenant and agree
that, from the Closing Date until the third anniversary thereof (the “Restricted Period”),
MSI, the Seller and the subsidiaries of MSI shall not, directly or indirectly,
whether as a shareholder (other than as a holder of less than one percent (1%)
of a publicly traded company), partner, principal, investor, participant,
director, officer, consultant, owner, agent, lender or otherwise, engage in the
business of selling vanity and nutraceutical products via the World Wide Web,
the Internet or any other global communication network.  The parties
acknowledge and agree that the foregoing restriction does not apply to the sale
by Seller and its subsidiaries of personal defense sprays and electronic
security devices through the Internet or otherwise.

       

      8.02                      Non-Solicitation.

       

      (a)           From
the Closing Date until the third anniversary thereof, neither MSI, Seller nor
the subsidiaries of MSI shall, directly or indirectly, solicit for employment or
hire any employee of Buyer, including, without limitation, former employees of
Linkstar Corporation associated with the Business.

       

      (b)           From
the Closing Date until the third anniversary thereof, neither MSI, Seller nor
the subsidiaries of MSI shall, directly or indirectly, solicit any advertiser,
publisher, data source, outbound or inbound telemarketing service provider or
any other similar provider (collectively, the “Contract Parties”)
with whom Linkstar Corporation has contracted within the twelve (12) months
prior to the Closing.  In addition, neither MSI, Seller, nor any of
MSI’s subsidiaries, shall, directly or indirectly, take any actions to disrupt,
adversely affect or otherwise undermine any of Buyer’s relationships with the
Contract Parties.

       

      (c)           From
the Closing Date until the third anniversary hereof, neither Buyer nor any of
its Affiliates shall, directly or indirectly, solicit for employment or hire any
employee of Seller (or any of its Affiliates), excluding the Employees that
become employees of Buyer in connection with the consummation of the
transactions contemplated hereby.

       

      
        
          
          

        

        
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      8.03                      Confidential
Information.  For a period beginning on the Closing Date and
ending on the fifth anniversary thereof, Seller shall not divulge or disclose
any Confidential Information to third parties.  Confidential
Information is the prospect lists, employee names and addresses, documents
containing the names or addresses of existing or potential customers of the
Business, the design of and operating code of software, information regarding
Buyer’s financial condition or business plans, the methods by which the Linkstar
Corporation served its customers or conducted its operations, as well as any
other operating procedures of Linkstar Corporation or the
Business.  Notwithstanding the foregoing, Confidential Information
does not include information which is or becomes generally known to the public
or others in the industry through no breach by Seller of this Section
8.03.   Seller agrees to maintain the confidentiality of
the Confidential Information and further agrees that it will not, directly or
indirectly, use or disclose Confidential Information to any natural or legal
Person, other than authorized employees or agents of Buyer, during the period
beginning on the Closing Date and ending on the fifth anniversary
thereof.

       

      8.04                      Equitable
Relief.  MSI and Seller hereby acknowledge that any breach by
it or the subsidiaries of MSI of obligations under this Section 8 would cause
substantial and irreparable damage to Buyer, and that money damages would be an
inadequate remedy therefore, and accordingly, acknowledge and agree that Buyer,
shall be entitled to an injunction, specific performance, and/or other equitable
relief to prevent the breach of such obligations (in addition to all other
rights and remedies to which Buyer may be entitled in respect of any such
breach).  The prevailing party in any such action related to the
rights under this Section 8 shall be
entitled to receive attorneys’ fees and court costs from the non-prevailing
party.

       

      8.05                      Enforceability.  In
the event that a court of competent jurisdiction determines that any of the
provisions of this Section 8 would be
unenforceable as written because they cover too extensive a geographic area, too
broad a range of activities, or too long a period of time, or otherwise, then
such provisions shall automatically be modified to cover the maximum geographic
area, range of activities, and period of time as may be enforceable, and in
addition, such court or arbitrators are hereby expressly authorized so to modify
this Agreement and to enforce it as so modified.  No invalidity or
enforceability of any Section of this Agreement or any portion thereof shall
affect the validity or enforceability of any other Section or of the remainder
of such Section.

       

      SECTION 9.  CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF BUYER

       

      The
obligation of Buyer to acquire the Purchased Stock, pay the Purchase Price and
assume the Assumed Liabilities is subject to the satisfaction or waiver in
writing by Buyer, on or prior to the Closing Date, of each of the following
express conditions precedent:

       

      9.01                      Authorization.  All
corporate and other actions necessary to authorize and effectuate the
consummation of the transactions contemplated hereby by Seller shall have been
duly taken prior to the Closing.

       

      9.02                      Representations and
Warranties.  The representations and warranties of Seller made
in or pursuant to this Agreement (giving effect to the modifications to the
Disclosure Schedules made in accordance with Section 6.11) shall
be true and correct on and as of the Closing Date (i) in all respects with
regard to representations and warranties limited by materiality qualifications
or by reference to Material Adverse Effect, and (ii) in all material respects
with regard to all other representations and warranties, with the same effect as
though all such representations and warranties had been made on and as of such
date (except for representations and warranties that expressly relate to a
specified date, which need be true and correct only as of the specified
date).

       

      
        
          
          

        

        
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      9.03                      Performance of
Obligations.  Each and all of the covenants and agreements of
Seller to be performed or complied with pursuant to this Agreement on or prior
to the Closing Date shall have been duly performed and complied with or duly
waived.

       

      9.04                      Due Diligence
Investigation.  The results of Buyer’s due diligence
investigation shall have been satisfactory to Buyer.  The foregoing
condition to Closing expires and is null and void on and after November 21,
2010.  Buyer may terminate its obligation to purchase the Purchased
Stock at any time prior to November 21, 2010 by notifying Seller in writing that
the results of Buyer’s due diligence were not satisfactory to
Buyer.  If the termination notice is timely sent on or before November
21, 2010, Buyer and Seller shall not be under any obligation under this
Agreement to purchase or convey the Purchased Stock.

       

      9.05                      Instruments of Conveyance,
Etc.  Seller shall have executed and delivered such assignments
of the Purchased Stock and other instruments of transfer and conveyance, as
shall be required to effect the transfer to Buyer of all of the Purchased Stock
free and clear of any Liens.

       

      9.06                      Delivery of Physical
Possession.  Seller shall, at Closing, deliver to Buyer
physical possession of (i) the stock certificates, duly endorsed for transfer,
for the Purchased Stock, (ii) all tangible Linkstar Assets and (iii) tangible
evidence of all intangible Linkstar Assets, including, without limitation
intended, Intellectual Property, Open Orders and Accounts
Receivable.

       

      9.07                      Litigation.  No
order of any court or administrative agency shall be in effect which restrains
or prohibits the transactions contemplated hereby and there shall not have been
threatened, nor shall there be pending, any action or proceeding by or before
any court or governmental agency or other regulatory or administrative agency or
commission: (a) challenging any of the transactions contemplated by this
Agreement; (b) seeking monetary relief by reason of the consummation of such
transactions; or (c) which would adversely affect Linkstar Corporation, the
Purchased Stock, the Linkstar Assets or the Business following the Closing
Date.

       

      9.08                      Governmental Action; Damage
to Property.  There shall not have occurred any:  (a)
seizure by any Governmental Authority of all or a portion of the Purchased Stock
or the Linkstar Assets; or (b) damage, destruction or other impairment of or to
all or a portion of the Purchased Stock or the Linkstar Assets including,
without limitation, damage, destruction or other impairment caused by theft,
fire, and/or any casualty.

       

      
        
          
          

        

        
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      SECTION 10.  CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF SELLER

      


      The
obligation of Seller to sell or otherwise transfer the Purchased Stock hereunder
is subject to the satisfaction, or waiver in writing by Seller, on or prior to
the Closing Date, of each of the following express conditions
precedent:

       

      10.01                      Corporate
Action.  All corporate actions necessary to authorize and
effectuate the consummation of the transactions contemplated hereby by Buyer
shall have been duly taken prior to the Closing.

       

      10.02                      Representations and
Warranties.  The representations and warranties of Buyer made
in or pursuant to this Agreement shall be true and correct (i) in all respects
with regard to representations and warranties limited by materiality
qualifications; and (ii) in all material respects with regard to all other
representations and warranties, on and as of the Closing Date with the same
effect as though all such representations and warranties had been made on and as
of such date (except for representations and warranties that expressly relate to
a specified date, which need be true and correct only as of the specified
date).

       

      10.03                      Performance of
Obligations.  Each and all of the covenants and agreements of
Buyer to be performed or complied with pursuant to this Agreement on or prior to
the Closing Date shall have been duly performed or complied with or duly
waived.

       

      10.04                      Payment.  Buyer
shall have paid the Purchase Price (less the Escrowed Funds), based on the
estimated Purchase Price calculation, to Seller in accordance with Section 2.03 of this
Agreement.

       

      10.05                      Litigation.  No
order of any court or administrative agency shall be in effect which restrains
or prohibits the transactions contemplated hereby, and there shall not have been
threatened, nor shall there be pending, any action or proceeding by or before
any court or governmental agency or other regulatory or administrative agency or
commission:  (a) challenging any of the transactions contemplated by
this Agreement; or (b) seeking monetary relief by reason of the consummation of
such transactions.

       

      SECTION 11.  SURVIVAL
OF REPRESENTATIONS, WARRANTIES, AND COVENANTS

       

      All
representations and warranties made by MSI, Seller or Buyer as to any fact or
condition existing on or before the Closing Date in this Agreement, any Exhibit
or Schedule delivered pursuant hereto shall survive the Closing for a period of
eighteen months (18) months and any claim for breach of a representation or
warranty must be brought prior to the expiration of such eighteen (18) month
period; provided, however, that the representations and warranties set forth in
Sections 4.03
(No Conflict), 4.05 (Title to
Linkstar Assets; Sufficiency of Linkstar Assets), 4.09 (Tax Matters),
4.10
(Litigation), and 4.17 (Benefit Plans
and Employment Arrangements) (collectively, the “Fundamental
Representations”) shall survive until the expiration of the applicable
statute of limitations; provided, further that the representations and
warranties set forth in Section 4.01
(Organization; Authorization; Ownership; Voting), shall survive for seven (7)
years (the “Section
4.01 Representation”).  Except as otherwise expressly provided
in this Agreement, all covenants, agreements and undertakings set forth in this
Agreement shall survive the Closing for a period of twenty-four (24)
months.

       

      
        
          
          

        

        
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      SECTION
12.  INDEMNIFICATION

       

      12.01                      Indemnity by MSI and
Seller.  MSI and Seller, jointly and severally, shall defend,
indemnify and hold Buyer, its officers, managers, members, directors, employees,
subsidiaries and Affiliates harmless from and against all Losses arising out of
or resulting from:

       

      (a)           any
breach of any representations and warranties made by MSI or Seller in or
pursuant to this Agreement or the failure of such representations and warranties
to be true and correct;

       

      (b)           any
failure by MSI or Seller to carry out, perform, satisfy and discharge any of its
covenants, agreements, undertakings, liabilities or obligations under this
Agreement;

       

      (c)           any
failure of MSI or Seller to pay and discharge in a timely fashion any of the
excluded liabilities, as described in Section 2.08 of this
Agreement; and

       

      (d)           any
and all actions, suits, proceedings, claims, demands, assessments, judgments,
costs and expenses, including reasonable legal fees and expenses, incident to
any of the foregoing or incurred in investigating or attempting to avoid the
same or oppose the imposition thereof, or in enforcing this
indemnity.

       

      12.02                      Indemnity by
Buyer.  Buyer shall defend, indemnify and hold MSI, Seller its
officers, managers, members, directors, employees, subsidiaries and Affiliates
harmless from and against all Losses arising out of or resulting
from:

       

      (a)           any
breach of any representations and warranties made by Buyer in or pursuant to
this Agreement or the failure of such representations and warranties to be true
and correct;

       

      (b)           any
failure by Buyer to carry out, perform, satisfy and discharge any of its
respective covenants, agreements, undertakings, liabilities or obligations under
this Agreement or any of the other agreements or documents delivered by Buyer
pursuant to this Agreement;

       

      (c)           the
failure by Buyer to pay, discharge or perform in a timely fashion any Assumed
Liabilities, as described in Section 2.07 of this
Agreement; and

       

      (d)           any
and all actions, suits, proceedings, claims, demands, assessments, judgments,
costs and expenses, including reasonable legal fees and expenses, incident to
any of the foregoing or incurred in investigating or attempting to avoid the
same or oppose the imposition thereof, or in enforcing this
indemnity.

       

      Upon
Closing the transactions contemplated herein and Buyer acquiring the Purchased
Stock, Linkstar Corporation shall, jointly and severally with Buyer, indemnify
Seller in accordance with this Article
12.

       

      
        
          
          

        

        
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      12.03                      Notice of
Claim.  The indemnified party shall promptly notify the
indemnifying party in writing in reasonable detail of any claim, demand, action
or proceeding for which indemnification will be sought under this Section
12.  If such claim, demand, action or proceeding is a third
party claim, demand, action or proceeding (a “Third Party Claim”),
the indemnifying party will have the right at its expense to assume the defense
thereof using counsel reasonably acceptable to the indemnified
party.  The indemnified party shall have the right to participate, at
its own expense, with respect to any such Third Party Claim.  In
connection with any such Third Party Claim, the parties shall cooperate with
each other and provide each other with access to relevant Books and Records in
their possession.  No such Third Party Claim shall be settled without
the prior written consent of the indemnified party.  Notwithstanding
the foregoing, if the indemnified party determines in good faith that any Third
Party Claim, or the conduct of the defense or settlement thereof, could have a
substantial adverse effect on the indemnified party’s relationship with any
Governmental Authority or important supplier or customer, or that the
indemnified party may have available to it one or more defenses or counterclaims
that are conflicting with one or more of those which may be available to, or
asserted by the indemnifying party in respect of such Third Party Claim, the
indemnified party shall have the right to take over and assume control of the
defense, settlement, negotiations or litigation relating to such claim, and the
indemnifying party shall be responsible for the cost of such
defense.  No such Third Party Claim shall be settled without the prior
written consent of the indemnifying party which consent shall not be
unreasonably withheld, delayed or conditioned.  The party controlling
the defense of any Third Party Claim shall not consent to entry of any judgment
or enter into any settlement that provides for injunctive or other monetary
relief affecting the other party or that does not include as a term thereof the
giving by each claimant to the other parties a complete release from all
liabilities with respect to such claim or litigation.

       

      12.04                      Limitations on Amount -
Seller.  Seller shall have no liability for indemnification or
otherwise with respect to claims under Section 12.01 until
the total of all Losses with respect to such matters exceeds
$25,000.  Once the total amount of all Losses exceeds $25,000, all
Losses from the first dollar of Loss are subject to indemnification up to a
maximum amount of twenty-five percent (25%) of the Purchase Price (the “Seller
Cap”).  The Seller Cap shall not apply to:  (i) any
intentional breach of any covenant, obligation, representation or warranty by
Seller; (ii) breaches of the Fundamental Representations; (iii) breaches of the
Section 4.01 Representation; (iv) any breach of Section 2.08
(Excluded Liabilities) or Section 6.02 (Taxes);
or (v) cases of fraud or willful misconduct by Seller.

       

      12.05                      Limitations on Amount -
Buyer.  Buyer shall have no liability for indemnification or
otherwise with respect to claims under Section 12.02, until
the total of all Losses with respect to such matters exceeds
$25,000.  Once the total amount of all Losses exceeds $25,000, all
Losses from the first dollar of Loss are subject to indemnification up to a
maximum amount of twenty-five percent (25%) of the Purchase Price (the “Buyer
Cap”).  The Buyer Cap will not apply to (i) any intentional
breach of any covenant, obligation, representation or warranty by Buyer; (ii)
any breach of Section
2.07 (Assumed Liabilities); or (iii) cases of fraud or willful misconduct
by Buyer.

       

      12.06                      Termination of
Indemnification.

       

      (a)           As to
Buyer.  The right of Buyer to be indemnified under this Section 12 shall
survive, as to matters described in Section 12.01, for a
period of two (2) years from the Closing Date.  All claims for
indemnification of Buyer by Seller (and its Affiliates) must be submitted prior
to the two (2) year anniversary of the Closing Date.

       

      
        
          
          

        

        
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      (b)           As to
Seller.  The right of Seller to be indemnified under this Section 12 shall
survive, as to matters described in Section 12.02, for a
period of two (2) years from the Closing Date.  All claims for
indemnification of Seller by Buyer must be submitted prior to the two (2) year
anniversary of the Closing Date.

       

      (c)           Exceptions.  Notwithstanding
subsections (a) and (b) hereof:

       

      (i)           any
indemnity claim based on fraudulent misrepresentations or fraudulent material
omission or fraudulent breach of warranty shall survive without any time
limitations;

       

      (ii)           any
indemnity claim based on any matter which has been described in a notice to an
indemnifying party pursuant to Section 12.03 of this
Agreement prior to the expiration of the applicable time limitation set forth in
subsections (a) and (b) above shall survive until the claim is finally
resolved;

       

      (iii)           any
indemnity claim based on a breach of the Fundamental Representations, Section 2.08
(Excluded Liabilities), Section 6.02 (Taxes)
or Section 2.07
(Assumed Liabilities) of this Agreement shall survive until the expiration of
the applicable statute of limitations for such breach; and

       

      (iv)           any
indemnity claim based on a breach of the Section 4.01 Representation shall
survive for seven (7) years.

       

      SECTION
13.  TERMINATION AND AMENDMENT

       

      13.01                      Termination.  This
Agreement may be terminated at any time on or prior to the Closing
Date:

       

      (a)           by
mutual written agreement of Buyer and Seller;

       

      (b)           by
Buyer, sending written notice to Seller, if the transactions contemplated hereby
have not been consummated, through no fault or failure of Buyer, on or before
November 22, 2010;

       

      (c)           by
Buyer, sending written notice to Seller in accordance with Section 9.04 (Due
Diligence); or

       

      (d)           by
Seller, sending written notice to Buyer, if such transactions contemplated
hereby have not been consummated, through no fault or failure of Seller, on or
before November 22, 2010.

       

      13.02                      Effect of
Termination.  If either Buyer or Seller terminates this
Agreement pursuant to Section 13.01, this
Agreement, except for the provisions of Sections 7.01
(Confidentiality), 14.03
(Confidentiality), 14.04 (Public
Statements), 14.05 (Choice of Law)
and 14.06
(Dispute Resolution), shall become void and have no
effect.  Notwithstanding the foregoing, nothing in this Section 13.02 shall
relieve any party to this Agreement for breach of any provision of this
Agreement.  If it is judicially determined that termination of this
Agreement was the result of any intentional breach of this Agreement, then, in
addition to other remedies at law or in equity for breach of this Agreement, the
party so found to have breached this Agreement intentionally shall indemnify and
hold harmless the other party for its respective costs, fees and expenses of
counsel, accountants, financial advisors or other experts and advisors as well
as fees and expenses incident to negotiation, preparation and execution of this
Agreement and related documentation.

       

      
        
          
          

        

        
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      13.03                      Amendment.  No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by Buyer, and Seller.  No waiver by any
party of any default, misrepresentation or breach of a warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation or breach of a warranty or covenant
hereunder or effect in any way any rights arising by virtue of any prior or
subsequent to such occurrence.

       

      SECTION
14.  GENERAL

       

      14.01                      Costs and
Expenses.  Each of the parties hereto shall pay, without right
of reimbursement from the other, all costs incurred by it incident to the
preparation, execution and delivery of this Agreement and the performance of its
obligations hereunder, whether or not the transactions contemplated by this
Agreement shall be consummated, including, without limitation, fees and
disbursements of legal counsel, accountants, and consultants employed by the
respective parties hereto in connection with the transactions contemplated by
this Agreement.

       

      14.02                      Parties in Interest; and
Assignment.

       

      (a)           This
Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and permitted assigns.  Except as
otherwise expressly provided in this Agreement, this Agreement is not made for
the benefit of any Person not a party hereto, and nothing in this Agreement will
be construed as giving any Person, other than the parties hereto and their
respective successors and permitted assigns, any right, remedy, or claim under
or in respect of this Agreement, or any provision hereof.  There are
no third party beneficiaries to this Agreement except for the Affiliates of
Buyer and Seller.

       

      (b)           This
Agreement shall not be assigned by Buyer or Seller without the prior written
consent of the other party, except that Buyer may assign this Agreement to any
of its Affiliates prior to Closing.  However, an assignment of this
Agreement by Buyer to an Affiliate shall not relieve Silverback Network, Inc. of
its indemnity obligations in Article 12, nor shall
it release Silverback Network, Inc. from any Losses caused by improperly failing
to close hereunder.

       

      14.03                      Confidentiality.  Each
party to this Agreement shall take all reasonable precautions to maintain the
confidentiality of the negotiation or existence of this Agreement, the identity
of the parties hereto and any nonpublic information concerning the other parties
or their Subsidiaries or Affiliates provided to or discovered by any of them or
their respective representatives and shall not disclose any of the above
information to anyone other than (a) those people directly involved in the
investigation and negotiations pertaining to the transactions contemplated by
this Agreement, including without limitation, attorneys, accountants and similar
representatives, (b) such lenders or investors as may be necessary to finance
the transactions contemplated hereby,  (c) such Persons or
Governmental Authorities whose consents or approvals may be necessary or to whom
notice needs to be given to permit consummation of the transactions contemplated
hereby and (d) as required by the Securities and Exchange Act of 1934, as
amended and the rules and regulation issued there under.

       

      
        
          
          

        

        
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      14.04                      Public
Statements.  No party to this Agreement shall, without the
prior written consent of the other parties hereto, make or cause to be made any
press release or other public statement or announcement that directly or
indirectly discloses the transactions contemplated by this Agreement, except
that Seller is authorized to file a press release and a Form 8-K under the
Securities Exchange Act of 1934, as amended, if legally
required.  Seller shall obtain Buyer’s prior written consent, which
shall not be unreasonably withheld, to any press release regarding the
transactions contemplated by this Agreement; provided, however, that such press
release shall not mention Joshua Gray in any manner whatsoever.

       

      14.05                      Choice of Law. This
Agreement shall be governed by, construed, interpreted and the rights of the
parties determined in accordance with the Laws, including equitable principles,
of the Commonwealth of Pennsylvania without regard to the Laws of such state as
to choice or conflict of Laws.

       

      14.06                      Dispute
Resolution.  In the event that there shall be any dispute
arising out of or in any way relating to this Agreement, the breach,
termination, or validity thereof, or the transactions contemplated hereby, the
parties shall first use reasonable efforts to resolve such dispute among them,
and failing to achieve any resolution within thirty (30) days of the initiation
of a dispute, the parties may institute litigation with any court having
jurisdiction within the Commonwealth of Pennsylvania.

       

      14.07                      Notices.  Any
notice, request, consent, waiver or other communication required or permitted to
be given hereunder shall be effective only if in writing and shall be deemed
sufficiently given only if delivered in person or sent by telecopy, electronic
mail (followed by hard copy), by a nationally recognized overnight courier or by
certified or registered mail, postage prepaid, return receipt requested,
addressed as follows:

       

      If to
Buyer:

       

      Joshua Gray, President

      2201 North Front Street

      Harrisburg, PA 17110

      


      with a
copy to:

      


      Stephen C. Gierasch

      Buchanan Ingersoll & Rooney
PC

      213 Market Street, 3rd
Floor

      Harrisburg, PA 17101

      Fax:  (717)
233-0852

       

      
        
          
          

        

        
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      If to
Seller:

       

      Dennis
Raefield, President

      1535 No.
Main St. #230

      Walnut
Creek, CA94596

      Fax:  (925)
933-2730

       

      with a
copy to:

       

      Gregory
Krzemien

      240
Gibraltar Road

      Suite
220

      Horsham,
Pennsylvania 19044

      Fax:  (215)
672-8900

       

      or to
such other Person or address as either such party may have specified in a notice
duly given by the sender as provided herein.  Such notice or
communication shall be deemed to have been given as of the date so personally
delivered, on the business day following delivery by sender to such an overnight
courier, three (3) business days after mailing or when receipt is confirmed if
delivered by telecopy or e-mail.

       

      14.08                      Entire
Agreement.  This Agreement (including the Disclosure Schedules
and Exhibits attached hereto) and the documents referred to herein as having
been entered into by any of the parties hereto or delivered by a party hereto to
another party hereto constitute the entire agreement and understanding of the
parties relating to the subject matter hereof and supersede all prior and
contemporaneous agreements and understandings, representations and warranties,
whether oral or written, relating to the subject matter hereof.

       

      14.09                      Cumulative
Remedies.  The rights and remedies provided in this Agreement
are cumulative and are not exclusive of any rights or remedies a party may
otherwise have at law or in equity.

       

      14.10                      Waiver.  Any
failure of Seller or Buyer to comply with any obligation, covenant, agreement or
condition contained herein may be expressly waived in writing by the other
party, but such waiver or failure to insist upon strict compliance shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.  Whenever this Agreement requires or permits consent by or on
behalf of any party hereto, such consent shall be given in writing in a manner
consistent with the requirements for a waiver of compliance as set forth in this
Section
14.10.

       

      14.11                      Severability.  The
unenforceability or invalidity of any Section or subsection or provision of this
Agreement shall not affect the enforceability or validity of the balance of this
Agreement.  If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only as broad as is
enforceable.

       

      14.12                      Headings.  The
headings of the Sections and subsections contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning,
interpretation, enforceability or validity of this Agreement.

       

      
        
          
          

        

        
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      14.13                      Counterparts.  This
Agreement may be executed in any number of counterparts, each of which so
executed will be deemed to be an original, but all of which together will
constitute one and the same agreement.

       

      14.14                      Facsimiles or
E-Mails.  Any facsimile or E-Mail signature of any party hereto
or to any other agreement executed in connection herewith shall constitute a
legal, valid and binding execution hereof by such party.

       

      14.15                      Construction.  Seller
and Buyer hereby agree that any rule of law or any legal decision that would
require interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and is expressly
waived.  Within this Agreement, the singular shall include the plural
and the plural shall include the singular, and any gender shall include all
other genders, all as the meaning and the context of this Agreement shall
require.  Section, Exhibit and Disclosure Schedule references
contained in this Agreement refer to those contained in or attached to this
Agreement unless otherwise specified.

       

      [SIGNATURE
PAGE FOLLOWS]

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  SELLER:

                                  Linkstar
      Interactive, Inc.

                                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  /s/
      Dennis R. Raefield 

                                	 
      
	 
      	
                                  Name:  

                                	
                                  Dennis
      R. Raefield

                                	 
      
	 
      	
                                  Title:  

                                	
                                  President 

                                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  BUYER:

                                  Silverback
      Network, Inc

                                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  By: 

                                	
                                  /s/
      Joshua Gray

                                	 
      
	 
      	
                                  Name: 

                                	
                                  Joshua
      Gray

                                	 
      
	 
      	
                                  Title: 

                                	
                                  President

                                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  ACKNOWLEDGED
      AND AGREED TO BY:

                                	 
      
	 
      	 
      	 
      
	 
      	
                                  Linkstar
      Corporation

                                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  By:  

                                	
                                  /s/
      Dennis R. Raefield

                                	 
      
	 
      	
                                  Name:

                                	
                                  Dennis
      R. Raefield

                                	 
      
	 
      	
                                  Title: 

                                	
                                  President 

                                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  Mace
      Security International, Inc.

                                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  By: 

                                	
                                  /s/
      Dennis R. Raefield

                                	 
      
	 
      	
                                  Name:

                                	
                                  Dennis
      R. Raefield

                                	 
      
	 
      	
                                  Title: 

                                	
                                  Chief
      Executive Officer

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
I - Definitions

       

      “Accounts
Receivable” means all accounts receivable of Linkstar Corporation in existence
on the Closing Date with respect to services fully rendered by Linkstar
Corporation on or before the Closing Date.

       

      “Action”
means any claim, action, suit, formal or informal arbitration or mediation,
inquiry, proceeding or investigation by or before any Governmental Authority or
private authority.

       

      “Affiliate”
shall mean any Person who controls, is controlled by, or is under common control
with, the designated entity.  Ownership, directly or indirectly, of
20% or more of the voting stock or other equity interest shall be deemed to
constitute control.

       

      “Agreement”
shall mean the meaning set forth in the preamble.

       

      “Allocation”
shall have the meaning set forth in Section 2.09(a) of
this Agreement.

       

      “Assumed
Liabilities” shall have the meaning set forth in Section 2.07 of this
Agreement.

       

      “Books
and Records” means all books of account, financial records and the corporate
books and records of Linkstar Corporation.

       

      “Business”
shall have the meaning set forth in the Recitals to this Agreement.

       

      “Buyer”
shall have the meaning set forth in the preamble to this Agreement.

       

      “Buyer
Cap” shall have the meaning set forth in Section 12.05 of this
Agreement.

       

      “Closing”
means the act or acts that will consummate the transactions contemplated by this
Agreement.

       

      “Closing
Date” means the date on which the Closing occurs.  Unless the parties
otherwise agree, any references to “after the Closing Date” means any time after
the normal close of business on the Closing Date.

       

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

       

      “Computer
Software Assets” means all Software, data rights, documentation and associated
license, escrow, support and maintenance agreements used in the conduct of the
Business, including, but not limited to, those listed on Schedule
2.02(f).

       

      “Confidential
Information” has the meaning given the term in Section 8.03 of this
Agreement.

       

      “Consents”
means those authorizations, consents, waivers, orders, approvals and clearances
of Governmental Authorities and officials and other Persons which are necessary
for the sale and transfer to Buyer of the Purchased Stock, the Linkstar Assets
or the consummation of the transactions contemplated by this Agreement
(including the continuation of Customer Contracts) where the approval of any
other Person may be required.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Contract
Parties” shall have the meaning set forth in Section 8.02(b) of
this Agreement.

       

      “Contracts”
means all contracts, distribution agreements, service agreements, development
agreements, consulting agreements, guarantees, commitments, instruments and
other agreements relating to the acquisition or ownership of any of the Linkstar
Assets or the operation of the Business.

       

      “Customer
Contracts” means the order of customers who have purchased goods from Linkstar
Corporation on the Internet.

       

      “Disclosure
Schedules” means the disclosure schedules that shall be prepared by Seller and
delivered to Buyer and either attached to this Agreement or separately executed
and identified as the Disclosure Schedules to this Agreement.

       

      “Employees”
shall have the meaning set forth in Section 7.02 of this
Agreement.

       

      “Environmental
Laws” means all environmental or health and safety statutes, ordinances,
regulations, orders, directives, decrees, permits, governmental approvals,
contractual requirements and requirements of common law concerning (i)
activities relating to the Business, (ii) the Linkstar Assets or any other
properties or assets now or previously owned, leased or operated by Linkstar
Corporation in connection with the Business, (iii) repairs or construction of
any improvements, (iv) handling of any materials, (v) discharges into the air,
soil, surface, water or ground water, and (vi) storage, treatment or disposal of
any waste at or connected with any activity at such properties.

       

      “Equipment”
means all machinery, equipment, leasehold improvements, owned automobiles,
office furniture, office equipment, computing and telecommunications equipment
(including the software loaded on such equipment unless separately listed on
Schedule
2.02(f)), including leased equipment.

       

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

       

      “ERISA
Affiliate” means an entity the employees of which are treated as the employees
of Linkstar Corporation under Section 414(b), (c), (m) or (o) of the
Code.

       

      “Escrow
Account” shall have the meaning set forth in Section 2.06 of this
Agreement.

       

      “Escrow
Agent” shall have the meaning set forth in Section 2.06 of this
Agreement.

       

      “Escrowed
Funds” shall have the meaning set forth in Section 2.06 of this
Agreement.

       

      “Financial
Statements” shall have the meaning set forth in Section 4.18 of this
Agreement.

       

      “Financial
Statement Date” shall have the meaning set forth in Section 4.18 of this
Agreement.

       

      
        
          
          

        

        
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      “Fundamental
Representations” shall have the meaning set forth in Section 11 of this
Agreement.

       

      “GAAP”
means generally accepted accounting principles in the United States of America
as established from time to time by the Financial Accounting Standards
Board.

       

      “Governmental
Authority” means the government of the United States, any state or political
subdivision thereof, any foreign country and any entity exercising executive,
legislative, regulatory or administrative functions of or pertaining to
government.

       

      “Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation,
determination or award entered by or with any Governmental
Authority.

       

      “Intellectual
Property” means all unpatented inventions, invention disclosures, multinational
invention registrations, patents and patent applications (including, but not
limited to, all reissues, divisions, continuations, continuations in part,
extensions and re-examinations) and all rights therein provided by law,
multinational treaties or conventions; all publications and copyrights; all
trade secrets, know how, formulas, and all common law and registered trademarks,
trademark registrations, applications for trademark registrations, trade names
that are in the names of Linkstar Corporation, whether owned or licensed,
including in each case, without limitation, those listed on Schedule
2.02(e).

       

      “Inventory”
means all raw materials inventory, work in process inventory, finished goods
inventory and spare parts inventory, together with all boxing, labeling and
other shipping materials and, to the extent permitted by law, an assignment of
all related manufacturer or fabricator warranties, guarantees and
indemnities.

       

      “Knowledge,”
“MSI’s and Seller’s Knowledge” or “to the best of MSI’s and Seller’s Knowledge”
shall have the meanings set forth in Section 4 of this
Agreement.

       

      “Laws”
means any federal, state, local or foreign statute, law, ordinance, regulation,
rule, code, governmental order, requirement or rule of common law.

       

      “Leased
Real Property” means parcels of land, together with all rights, interests and
appurtenances therein or thereto, and the buildings, structures, installations,
fixtures and other improvements thereon, leased by Seller or Linkstar
Corporation and used in the Business.

       

      “Leases”
means leases of Equipment and other tangible personal property, leases of Leased
Real Property and other leases of the Linkstar Assets or intangible personal
property, in each case whether classified as a capital or operating lease for
accounting purposes.

       

      “Liabilities
and Obligations” means any direct or indirect indebtedness, lease obligation,
guaranty, endorsement, claim, loss, damage, deficiency, cost expense, obligation
or responsibility, fixed or unfixed, known or unknown, asserted or unasserted,
choate or inchoate, liquidated or unliquidated, secured or unsecured, whether
arising in contract, tort or otherwise, whether now existing or hereafter
arising.

       

      
        
          
          

        

        
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      “Liens”
means all mortgages, liens, pledges, charges, security interests, equitable
interests, title retention or security agreements, claims, restrictions, leases,
options, rights of first offer or first refusal, confidentiality or secrecy
agreements, noncompetition agreements, defects in title and other encumbrances
or rights of others.

       

      “Linkstar
Assets” shall have the meaning set forth in Section 2.02 of this
Agreement.

       

      “Linkstar
Corporation” shall have the meaning set forth in the preamble of this
Agreement.

       

      “Losses”
means all losses, costs,
claims, liabilities, fines,
penalties, that are direct damages, excluding incidental damages, consequential
damages and loss of profit.

       

      “Material
Adverse Effect” means any circumstance, change in, or effect on, the Linkstar
Assets or the Business that, individually or in the aggregate with any other
circumstances, changes in, or effects thereon:  (i) is or could
reasonably be expected to be materially adverse to the Linkstar Assets or to the
business, financial condition, assets or Liabilities and Obligations (including
contingent Liabilities and Obligations), customer or supplier relationships,
prospects, value, results of operations or the condition (financial or
otherwise) of the Business; or (ii) could reasonably be expected to materially
adversely affect the ability of Buyer to use the Linkstar Assets or operate the
Business after Closing in the manner in which they are currently used or
operated by Seller; or (iii) could reasonably be expected to increase
the  expenses of operating the Business by ten percent (10%) or more
or decrease the revenue of the Business after Closing by ten percent (10%)or
more from the annual expenses or revenue, as applicable, currently in existence
for the Business as operated by Seller.

       

       “Most
Recent Financial Statement” shall have the meaning set forth in Section 4.18 of this
Agreement.

       

      “MSI”
shall have the meaning set forth in the preamble of this Agreement.

       

      “Multiemployer
Plan” means a “multiemployer plan” within the meaning of Section 3(37(A)) of
ERISA.

       

      “Open
Orders” means all open orders for the sale of merchandise by Linkstar
Corporation in connection with the Business.

       

      “Permits”
means all governmental permits, licenses, registrations, orders and approvals
issued to MSI, Seller, or Linkstar Corporation, as applicable, relating to the
Business, all of which are listed on Schedule
2.02(j).

       

      “Person”
shall mean an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, limited liability
company, or any other entity of whatever nature.

       

      
        
          
          

        

        
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      “Plan”
means any welfare plan as defined by Section 3(1) of ERISA, any pension plan as
defined by Section 3(2) of ERISA, any other retirement, severance, continuation
pay, termination pay, bonus, stock bonus, deferred compensation, insurance,
tuition reimbursement, dependent care assistance, or other plan, policy or
arrangement providing employee benefits (whether or not described in ERISA)
maintained by or sponsored by Linkstar Corporation to which Seller, Linkstar
Corporation or an ERISA Affiliate of either contributes or is obligated to
contribute.

       

      “Prepaid
Expenses” shall mean those expenses that have been paid by MSI, Seller, or
Linkstar Corporation prior to the Closing Date that relate to goods or services
that will be provided to Linkstar Corporation or the Business after the Closing
Date.

       

      “Purchase
Price” shall have the meaning set forth in Section 2.03 of this
Agreement.

       

      “Purchased
Stock” shall have the meaning set forth in the Recitals of this
Agreement.

       

      “Restricted
Period” shall have the meaning set forth in Section 8.01 of this
Agreement.

       

      “Section
4.01 Representation” shall have the meaning set forth in Section 11 of this
Agreement.

       

      “Seller” shall have the meaning set
forth in the preamble of this Agreement.

       

      “Seller Cap” shall have the meaning set
forth in Section
12.04 of this Agreement.

       

      “Software”
means all software owned, developed, licensed or used, including (i) all
modifications, enhancements, fixes, updates, upgrades, bypasses and workarounds,
(ii) the source code and object code for any of the foregoing and (iii) all
operating systems, bridgeware, firmware, middleware and utilities.

       

      “Subsidiary”
means a corporation in which Linkstar Corporation owns a majority of the common
stock or has the power to elect a majority of the directors.

       

      “Taxes”
mean all income or profits taxes (including, but not limited to, federal income
taxes and state income taxes), estimated taxes, payroll and employee withholding
taxes, unemployment insurance, social security taxes, sales and use taxes,
duties, ad valorem taxes, value added taxes, excise taxes, capital stock or
franchise taxes, gross receipts taxes, business license taxes, occupation taxes,
real and personal property taxes, stamp taxes, environmental taxes, recordation
fees, transfer taxes, workers’ compensation, Pension Benefit Guaranty
Corporation premiums and other governmental charges and other obligations of the
same or of a similar nature to any of the foregoing (including any interest or
penalties relating to any of the foregoing), which a corporation or other entity
may be required to pay, withhold or collect, imposed by any federal,
territorial, state, local, or foreign government or any agency or political
subdivision of any such government.

       

      “Third
Party Claim” shall have the meaning set forth in Section 12.03 of this
Agreement.

       

      
        
          
          

        

        
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