Exhibit 10.2



EXECUTION COPY


PURCHASE AGREEMENT


          This
PURCHASE
AGREEMENT (this “Agreement”) is made as of the 26th day of May,
2009 by and among CADENCE II, LLC DBA NETWORK CADENCE, a Colorado limited
liability company (“Company”), and MR. PAT BURKE and MS. ANN BURKE, individual
residents of the State of Colorado (collectively, “Sellers”).


WITNESSETH


          WHEREAS,Company
wishes to purchase from Sellers, and Sellers wish to sell and transfer to Company,
one hundred percent (100%) of Sellers’ collective limited liability company
interests (the “Interests”) of Company, on the terms and conditions
hereinafter set forth (the “Transaction”).


          NOW,
THEREFORE, in consideration of the foregoing premises
and the mutual agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


ARTICLE I

DEFINITIONS


          1.1.
Definitions. In addition to the other defined
terms herein, the following terms shall have the following meanings for the
purposes of this Agreement:


          “Closing”
shall mean the date set forth above in the preamble of this Agreement. 


          “Lien”
shall mean any mortgage, lien (except for any lien for taxes not yet due and
payable), charge, restriction, pledge, security interest, option, lease or
sublease, claim, right of any third party, easement, encroachment or
encumbrance. 


          “Person”
means any individual, organization, corporation, partnership, joint venture,
entity, enterprise, firm or business.


          “Business
Day” means any day other than a Saturday, Sunday or
day which shall be in the State of Colorado a legal holiday or day on which
banking institutions are required or authorized to close.






ARTICLE II

SALE AND PURCHASE


          2.1.
Sale and Purchase of the Interests. At Closing,
Company shall purchase from Sellers, and Sellers shall sell and transfer to
Company, the Interests, free and clear of all Liens. As consideration for
Sellers’ Interests, Company shall pay Sellers a sum of $3,400,000 (the “Purchase
Price”). The Purchase Price shall consist of $600,000 cash due at Closing
and a $2,800,000 promissory note (the “Note”) delivered to Sellers at
Closing, a copy of which Note is attached hereto as Exhibit A. 


          2.2.
Transfer of Certain Assets. At Closing, Sellers
shall sell transfer and assign to Company, all Seller’s right, title and
interest in the contracts described on Schedule A (the “Assigned
Contracts”), which are contracts of the Company, but for administrative
convenience, are held in the name of Sellers. Company hereby assumes and shall
pay, discharge and perform when due all obligations and liabilities of Sellers
under the Assigned Contracts. Company shall pay all fees, costs and expenses as
may be necessary and appropriate to transfer the Assigned Contracts to Company,
including the cost of obtaining third-party consents.


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS


          Sellers,
jointly and severally, hereby represent and warrant to Company the following as
of Closing: 


          3.1.
Due Authorization; Enforceability. Sellers have
full power and authority to enter into this Agreement, perform this Agreement
and consummate the Transaction contemplated hereby. Sellers have duly and
validly executed and delivered this Agreement. This Agreement constitutes the
legal, valid and binding obligation of Sellers, enforceable in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws in effect
which affect the enforcement of creditors’ rights generally and by equitable
limitations on the availability of specific remedies. 


          3.2.
Capitalization. Upon the consummation of the
Transaction (and assuming the retirement or cancellation of the Interests),
John McCawley will own 100% of the outstanding limited liability company
membership interests in Company and, to Sellers’ knowledge, no other Person
will have any right to acquire or otherwise obtain any limited liability
company membership interests or other equity interests in Company.


          3.3.
Title. Sellers have exclusive legal and valid
title to the Interests. At Closing, the Interests will be transferred and sold
to Company, free and clear of all Liens, and such transfer and sale is
sufficient to transfer Sellers’ entire interest (legal and beneficial) in the Interests
to Company, free and clear of all Liens. The Interests are not certificated. 


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          3.4.
Commitments. Sellers have not made any
commitments to any Person of Company resources (including cash or services) in
an amount (individually or in the aggregate) in excess of $10,000, of which
they have not notified Company in writing or reflected on Company’s books and
records. 


          3.5.
Brokers. Sellers have not used any broker or
finder in connection with the transactions contemplated hereby, and Company
shall have no liability as a result of or in connection with any brokerage or
finder’s fee or other commission of any Person retained by Sellers in
connection with the Transaction.


          3.6.
No Violations. The execution and delivery of
this Agreement and the performance by Sellers of their obligations hereunder do
not and will not (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the
creation of any Lien upon Sellers’ Interests pursuant to, (d) give any third
party the right to modify, terminate or accelerate any obligation under, (e)
result in a violation of, or (f) require any authorization, consent, approval,
exemption or other action by or notice to any court or administrative,
arbitration or governmental body or other third party pursuant to, any law,
statute, rule or regulation or any contract or agreement of Sellers, judgment
or decree to which Sellers are subject or by which Sellers’ Interests are
bound. 


ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF COMPANY


          Company
hereby represents and warrants to Sellers the following as of Closing: 


          4.1.
Due Authorization; Enforceability. Company has
full power and authority to enter into this Agreement and the Note, perform
this Agreement and the Note and consummate the Transaction. Company has duly
and validly executed and delivered this Agreement and the Note will be duly and
validly executed and delivered at the Closing. This Agreement and the Note
constitute legal, valid and binding obligations of Company, enforceable in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
in effect which affect the enforcement of creditors’ rights generally and by
equitable limitations on the availability of specific remedies.


          4.2.
Brokers. Company has not used any broker or
finder in connection with the transactions contemplated hereby, and the Company
shall have no liability as a result of or in connection with any brokerage or
finder’s fee or other commission of any Person retained by Company in
connection with the transactions contemplated by this Agreement. 


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ARTICLE V

COVENANTS


          5.1.
Resignation. At Closing, Sellers will submit
their resignations from all offices and positions with Company in a form
reasonably acceptable to Company. At Closing, Sellers shall be obligated to
immediately return all Company property in their possession, including, but not
limited to: (i) personal computers or other electronic devices provided by
Company; (ii) all memoranda, notes, records, files or other documentation of
information (in whatever form or media); (iii) all proprietary or other
information of Company (originals and all copies) which is in the control or
possession of Sellers; and (iv) any and all other property of Company that is
in the control or possession of Sellers; provided, however, that Sellers shall
be entitled to retain the cell phones provided by Company, and Company hereby
transfers and assigns its rights and interest in the same to Sellers. As of
Closing, Sellers will transfer the service plan from Company to Seller’s
account or cancel the service plan. Except as specifically provided herein,
Sellers acknowledge and agree that following Closing, no amounts are due to
them by Company, including, but not limited to, salary, wages, benefits,
commissions, distributions or any other payments, rights or interests.


          5.2.
Health Benefits. For a period of two (2) years
following Closing, Company shall provide, at Company’s sole cost and expense,
family health benefits to Sellers substantially similar to those currently
provided to Sellers and their family. Nothing in this provision shall require
Company to remain with its current health benefits plan solely to fulfill its
obligations under this Section 5.2. 


          5.3.
Condo. As soon as practicable following
Closing, Company will transfer its limited liability company interest in
Howelsen Place Steamboat LLC to Sellers, in form reasonably satisfactory to
Sellers. 


          5.4.
Cash Balance Notification. Company shall notify
Sellers within ten (10) Business Days following the date Company has less than
$750,000 in cash or cash equivalents on hand. Beginning on January 1, 2010,
Company shall not fail, during any ninety (90) consecutive day period, to
maintain cash or cash equivalents of at least $750,000 so long as the Note is
outstanding.


          5.5.
Confidentiality. Sellers agree that they shall
use no less than a reasonable degree of care to protect any Confidential
Information in their possession against disclosure and will not (a) divulge any
Confidential Information or (b) use or permit to be used any Confidential
Information for their own and anyone else’s benefit. For this purpose, “Confidential
Information” shall mean, information regarding the financial condition,
customer lists, marketing strategy, names of employees, compensation amounts
and formulas, operations, proprietary information and prospects of the Company.
Confidential Information includes not only written information, but also
information transmitted orally, visually, electronically or by other means,
provided that Confidential Information shall not include any information that
becomes generally available to the public other than as a result of disclosure
by Sellers in violation of their obligations hereunder. Notwithstanding the
foregoing, Sellers may disclose Confidential Information: (i) to the extent
required by a court of competent jurisdiction or other governmental agency or
otherwise as required by applicable law, rule or regulation, provided that
reasonable notice to Company of said disclosure is provided by Sellers; and (ii)
on a “need-to-know” basis under an obligation of confidentiality to their legal
counsel and accountants.


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          5.6.
Non-Compete. Sellers hereby covenant that for a
period of two (2) years (the “Cooling Off Period”) following Closing,
Sellers shall not directly or indirectly (without the prior written consent of
Company and such consent may be withheld at Company’s sole discretion) own,
manage, operate, join, control, franchise, license, receive compensation or
benefits from, or participate in the ownership, management, operation, or
control of, or be employed with, a Competitive Business. For purposes of this Section
5.6, “Competitive Business” means any Person operating a business
primarily dedicated to professional services, consulting or research and
development work in telecommunications back office systems which are the same
as or similar to those back office systems provided by Company in any
jurisdiction in which Company, its subsidiaries or affiliates has operated, or
operates during this Cooling Off Period; provided, that if at any time Company
shall default under the terms of the Note and for only so long as Company fails
to cure that default, Sellers will not be bound to the provisions set forth in
this Section 5.6. 


          5.7.
Non-Disparagement. Neither Company nor Sellers
shall publicly disparage, defame, slander, or otherwise speak ill of the
other party hereto or any of their directors, officers, employees, agents,
representatives, affiliates, family members, heirs, successors or assigns, or
take any action that would reasonably be expected to cause any adverse public
relations or embarrassment to any such persons or to otherwise injure or impair
the business or business prospects of any such persons. 


          5.8.
Non-Solicitation. Sellers hereby covenant that
for a period of two (2) years following Closing, Sellers will not directly or
indirectly: (i) employ or solicit for employment or receive the services of,
any individual who is employed by Company during the Cooling Off Period, on
Closing or within a period of six (6) months prior to Closing; (ii) induce,
influence, or encourage any employee of Company to terminate their employment
with Company; (iii) solicit or accept for their own benefit or the benefit of
any other Person any business in competition with Company from any current, or
former client, or customer of Company; or (iv) induce, influence or encourage
any current Company client or customer to cease doing business with Company;
provided, that if at any time Company shall default under the terms of the Note
and for only so long as Company fails to cure that default, Sellers will not be
bound to the provisions set forth in this Section 5.6.


          5.9.
Reimbursement of Fees. At Closing, Company
shall reimburse Sellers for their counsel and accounting fees in connection
with the Transaction in an aggregate amount not to exceed $10,000.


          5.10.
Inspection Rights. During the term of the Note,
and upon ten (10) business days’ prior notice to the Company, Sellers, and
their tax preparers, shall have the right, once per calendar quarter, to review
the books and records of the Company to assess its financial condition. 


          5.11.
Final Tax Distribution. Within thirty (30) days
following Closing, the Company shall pay to Sellers an amount equal to Sellers’
allocable share of the net taxable income of the Company earned from January 1,
2009 through Closing multiplied by forty-one percent (41%), less the amount of
previously made distributions for income taxes for the current year, as has
been the customary practice of the Company. 


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ARTICLE VI

MISCELLANEOUS


          6.1.
Entire Understanding. This Agreement and the
Note set forth the entire agreement and understanding of the parties hereto and
supersede any and all prior agreements, arrangements and understandings among
the parties, and there are no other prior written or oral agreements,
undertakings, promises, warranties, or covenants respecting such subject matter
not expressly set forth herein or therein.


          6.2.
Notices. Any notice, demand or request which
may be permitted, required or desired to be given in connection with herewith
shall be given in writing and directed to the following:


	
   

  	
   

  
	
   

  	
  If to
  Company:

  
	
   

  	
   

  
	
   

  	
  Cadence II,
  LLC

  
	
   

  	
  6560 S.
  Greenwood Plaza Blvd., Ste. 400

  
	
   

  	
  Englewood,
  CO 80112

  
	
   

  	
  Attn: John
  McCawley

  
	
   

  	
  Phone: (720)
  939-4327

  
	
   

  	
  Fax: (303)

  
	
   

  	
   

  
	
   

  	
  with a copy
  sent to:

  
	
   

  	
   

  
	
   

  	
  Adam J.
  Agron, Esq.

  
	
   

  	
  Brownstein
  Hyatt Farber Schreck, LLP

  
	
   

  	
  410 17th
  Street, Suite 2200

  
	
   

  	
  Denver, CO
  80202

  
	
   

  	
  Phone: (303)
  223-1134

  
	
   

  	
  Fax: (303)
  223-0934

  
	
   

  	
   

  
	
   

  	
  If to
  Sellers:

  
	
   

  	
   

  
	
   

  	
  Mr. Pat
  Burke and Ms. Ann Burke

  
	
   

  	
  7026 S.
  Magnolia Circle

  
	
   

  	
  Centennial,
  CO 80112

  
	
   

  	
  Phone: (___)
  ___-____

  
	
   

  	
  Fax: (___)
  ___-____

  
	
   

  	
   

  
	
   

  	
  with a copy
  sent to:

  
	
   

  	
   

  
	
   

  	
  Timothy J.
  Fete, Jr., Esq.

  
	
   

  	
  Perkins
  Coie, LLP

  
	
   

  	
  1899 Wynkoop
  St., Suite 700

  
	
   

  	
  Denver, CO
  80202

  
	
   

  	
  Phone: (303)
  291-2324

  
	
   

  	
  Fax: (303)
  291-2300

  



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Notices shall
be deemed properly delivered and received when delivered to the primary notice
party (without regard to the copied parties) (i) if personally delivered, upon
receipt or refusal to accept delivery, (ii) if sent via facsimile, upon
mechanical confirmation of successful transmission thereof generated by the
sending telecopy machine, (iii) if sent by a commercial overnight courier for
delivery on the next business day, on the first business day after deposit with
such courier service (or the third business day if sent to an address not in
the United States), or (iv) if sent by registered or certified mail, five days
after deposit thereof in the U.S. mail. Any party may change its address for
delivery of notices by properly notifying the others pursuant to this Section 6.2.


          6.3.
Further Assurances. Each of the parties hereto agree
to execute and deliver (or cause to be executed and delivered) such additional
documents and instruments and to perform such additional acts as may be
necessary and appropriate to effectuate, carry out, and perform all of the
terms, provisions, and conditions of this Agreement.


          6.4.
No Third Party Beneficiaries. This Agreement is
solely for the benefit of the parties hereto and no provision of this Agreement
shall be deemed to confer upon other third parties any remedy, claim,
liability, reimbursement, cause of action or other right.


          6.5.
Waivers. The failure of a party hereto at any
time or times to require performance of any provision hereof shall in no manner
affect its right at a later time to enforce the same. No waiver by a party of
any condition or of any breach of any term, covenant, representation or
warranty contained in this Agreement shall be effective unless in writing, and
no waiver in any one or more instances shall be deemed to be a further or
continuing waiver of any such condition or breach in other instances or a
waiver of any other condition or breach of any other term, covenant,
representation or warranty.


          6.6.
Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. None of the parties may assign or transfer
their respective rights or obligations hereunder without the prior written
consent of the other parties. 


          6.7.
Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State
of Colorado without giving effect to the principles of conflicts of law
thereof.


          6.8.
Interpretation. The headings preceding the text
of Articles and Sections included in this Agreement are for convenience only
and shall not be deemed part of this Agreement or be given any effect in
interpreting this Agreement. The use of the masculine, feminine or neuter
gender herein shall not limit any provision of this Agreement. The use of the
terms “including” or “include” shall in all cases herein mean “including,
without limitation” or “include, without limitation,” respectively. Bold
references to Articles or Sections shall refer to those portions of this
Agreement. Each party has been represented by its own counsel in connection
with the negotiation and preparation of this Agreement and, consequently, each
party hereby waives the application of any rule of law to the effect that any
provision of this Agreement shall be interpreted or construed against the party
whose counsel drafted that provision.


7






          6.9.
Severability. If any provision of this
Agreement shall be held invalid, illegal or unenforceable, the validity,
legality or enforceability of the other provisions hereof shall not be affected
thereby, and there shall be deemed substituted for the provision at issue a
valid, legal and enforceable provision as similar as possible to the provision
at issue.


          6.10.
Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered (including by facsimile) to the other parties.


          6.11.
Amendment. This Agreement may be amended,
modified or supplemented but only in writing signed by Company and Sellers. 


          6.12.
Recitals. The recitals set forth above are
hereby incorporated into this Agreement and made a binding part hereof.


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


	
   

  	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
  CADENCE II, LLC DBA NETWORK CADENCE, a
  Colorado limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  McCawley

  
	
   

  	
   

  	
  


  
	
   

  	
  Name:

  	
  John
  McCawley

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
   

  
	
   

  	
  SELLERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  MR. PAT BURKE

  
	
   

  	
   

  	
   
/s/ Pat Burke

  
	
   

  	
  


  
	
   

  	
   

  	
   

  
	
   

  	
  MS. ANN BURKE

  
	
   

  	
   

  	
   
/s/ Ann Burke

  
	
   

  	
  


  








EXHIBIT
A


Promissory
Note


(see attached)