share-exchange_aree.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SHARE
EXCHANGE AGREEMENT

    


    This
Share Exchange Agreement (the “Agreement”) dated as of the 2nd day of April
2009, by and among Competitive Companies, Inc., a Nevada corporation (the
“Company”), Innovation Capital Management, Inc., a Delaware corporation
(“Innovation”), Innovation Capital Management LLC, a Texas Limited Liability
Company (“Innovation LLC”), DiscoverNet, Inc., a Wisconsin corporation
(“DiscoverNet”) each a “Selling Entity” and collectively the “Selling Entities”
and the shareholders, unit holders and preferred shareholders respectively, of
the Selling Entities named on the signature page of this Agreement
(collectively, the “Shareholders” and each, individually, a
“Shareholder”).

    


    WITNESSETH:

    


    WHEREAS,
the Shareholders are the holders of all of the issued and outstanding capital
stock, units and preferred shares respectively of the Selling Entities (the
“Selling Entity Shares”);

     

    WHEREAS,
the Company is acquiring a controlling interest in the Selling
Entities;

     

    WHEREAS,
the Company is willing to issue 29,075,600 shares of
its common stock, par value $0.001 per share (the “Common Stock”), to the
Shareholders in consideration for all of the Selling Entity Shares;
and

    


    WHEREAS,
the Company will acquire certain assets and liabilities of the Selling Entities
as additional consideration (the “Additional Consideration”);

     

    NOW,
THEREFORE, for the mutual consideration set out herein, the parties agree as
follows:

     

    1.
             
Exchange of Shares and
Issuance to the Shareholders.

     

    (a)  Issuance of Shares by the
Company. On and subject to the conditions set forth in this Agreement,
the Company will issue to the Shareholders, in exchange for 2,907,560 Selling
Entity Shares, which represents all of the issued and outstanding capital stock
of the Selling Entities, an aggregate of 29,075,600 shares of
Common Stock. The shares of Common Stock will be issued to the Shareholders in
the amounts set forth after their respective names in Schedule I to this
Agreement.

    


    (b)  Transfer of
the Selling Entity Shares by the Shareholders. Subject to the conditions
set forth in this Agreement, the Shareholders will transfer to the Company all
of the Selling Entity Shares in exchange for shares of Common
Stock.  Each Shareholder holds the number of Selling Entity Shares set
forth after his or her name in Schedule I to this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    (c)  Closing. The issuance
of the Common Stock to the Shareholders and the transfer of the Selling Entity
Shares to the Company will take place at a closing (the “Closing”) to be held at
the offices of Anslow & Jaclin, LLP, 195 Route 9 South, Suite 204,
Manalapan, New Jersey 07726 as soon as possible after or contemporaneously with
the satisfaction or waiver of all of the conditions to closing set forth in
Section 5 of this Agreement (the “Closing Date”).

    


    2.
             Representations and
Warranties of the Company. The Company hereby represents, warrants,
covenants and agrees as follows:

     

    (a)
   Organization and
Authority.

     

    
      	
              (i)  

            	
              The
      Company is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Nevada.  The Company
      does not have any equity investment or other interest, direct or indirect,
      in, or any outstanding loans, advances or guarantees to or on behalf of,
      any domestic or foreign corporation, Limited Liability Company,
      association, partnership, joint venture or other entity. 

            


    

    


    
      	
              (ii)  

            	
              Complete
      and correct copies of the Company’s certificate of incorporation and
      by-laws are available for review on the EDGAR system maintained by the
      U.S. Securities and Exchange Commission (the
  “Commission”).

            


    

    


    
      	
              (iii)  

            	
              The
      Company has full power and authority to carry out the transactions
      provided for in this Agreement, and this Agreement constitutes the legal,
      valid and binding obligations of the Company, enforceable in accordance
      with its terms, except as enforceability may be limited by bankruptcy,
      insolvency and other laws of general application affecting the enforcement
      of creditor’s rights and except that any remedies in the nature of
      equitable relief are in the discretion of the court.  All
      necessary action required to be taken by the Company for the consummation
      of the transactions contemplated by this Agreement has been
      taken.

            


    

    


    
      	
              (iv)  

            	
              The
      execution and performance of this Agreement will not constitute a breach
      of any agreement, indenture, mortgage, license or other instrument or
      document to which the Company is a party or by which its assets and
      properties are bound, and will not violate any judgment, decree, order,
      writ, rule, statute, or regulation applicable to the Company or its
      properties.  The execution and performance of this Agreement
      will not violate or conflict with any provision of the certificate of
      incorporation or by-laws of the
Company.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              (v)  

            	
              The
      Securities, when issued pursuant to this Agreement, will be duly and
      validly authorized and issued, fully paid and non-assessable. The issuance
      of the Securities to Shareholders is exempt from the registration
      requirements of the Securities Act of 1933, as amended (the “Securities
      Act”), pursuant to an exemption provided by Section 4(2) and Rule 506
      promulgated thereunder.

            


    

    


    
      	
              (vi)  

            	
              The
      authorized capital stock of the Company consists of 500,000,000 shares of
      Common Stock, $0.001 par value of which 67,409,910 shares are currently
      issued and outstanding and 999,000,000 shares of preferred stock, $0.001
      par value of which 1,495,436 shares are issued.  Except as
      provided in, contemplated by, or set forth in this Agreement or the
      Company SEC Documents (as defined below), the Company has no outstanding
      or authorized warrants, options, other rights to purchase or otherwise
      acquire capital stock or any other securities of the Company, preemptive
      rights, rights of first refusal, registration rights or related
      commitments of any nature.  All issued and outstanding shares
      were either (i) registered under the Securities Act, or (ii) issued
      pursuant to valid exemptions from registration
  thereunder.

            


    

    


    
      	
              (vii)  

            	
              No
      consent, approval or agreement of any person, party, court, governmental
      authority, or entity is required to be obtained by the Company in
      connection with the execution and performance by the Company of this
      Agreement or the execution and performance by the Company of any
      agreements, instruments or other obligations entered into in connection
      with this Agreement.

            


    

     

    (b)
   SEC
Documents.

    


    
      	
              (i)  

            	
              The
      Company is registered pursuant to Section 12 of the Exchange Act and it is
      current with its reporting obligations under the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”).  None of the Company’s
      filings made pursuant to the Exchange Act (collectively, the “Company SEC
      Documents”) contains any untrue statement of a material fact or omitted to
      state a material fact required to be stated therein or necessary to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading.  The Company SEC Documents, as of
      their respective dates, complied in all material respects with the
      requirements of the Exchange Act, and the rules and regulations of the
      Commission thereunder, and are available on the Commission’s EDGAR
      system.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              (ii)  

            	
              The
      Company SEC Documents include the Company’s audited consolidated financial
      statements for the fiscal year ended December 31, 2007 (the “Financial
      Statements”), including, in each case, a balance sheet and the related
      statements of income, stockholders’ equity and cash flows for the period
      then ended, together with the related notes.  The Audited
      Financial Statements have been certified by Lawrence Scharfman & Co.,
      CPA P.C. (“LS & Co.”).  The Financial Statements are in
      accordance with all books, records and accounts of the Company, are true,
      correct and complete and have been prepared in accordance with GAAP,
      consistently applied.  LS & Co. is independent as to the
      Company under the rules of the Commission pursuant to the Securities Act
      and is registered with the PCAOB. The Financial Statements present fairly
      the financial position of the Company at the respective balance sheet
      dates, and fairly present the results of the Company’s operations, changes
      in stockholders’ equity and cash flows for the periods
      covered.

            


    

    


    
      	
              (iii)  

            	
              At
      the close of business on September 30, 2008 the date of Company’s most
      recent Form 10-Q filing, the Company did not have any material
      liabilities, absolute or contingent, of the type required to be reflected
      on balance sheets prepared in accordance with GAAP which are not fully
      reflected, reserved against or disclosed on the September 30, 2008 balance
      sheet.  The Company has not guaranteed or assumed or incurred
      any obligation with respect to any debt or obligations of any Person,
      except endorsements made in the ordinary course of business in connection
      with the deposit of items for collection.  The Company does not
      have any debts, contracts, guaranty, standby, indemnity or hold harmless
      commitments, liabilities or obligations of any kind, character or
      description, whether accrued, absolute, contingent or otherwise, or due or
      to become due except to the extent set forth or noted in the Financial
      Statements, and not heretofore paid or
  discharged.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Absence of
      Changes.  Since September 30, 2008, except as set forth
      in the Company SEC Documents and to the best of Company’s knowledge, there
      have not been:

            


    

    


    
      	
              (i)  

            	
              any
      change in the consolidated assets, liabilities, or financial condition of
      the Company, except changes in the ordinary course of business which do
      not and will not have a material adverse effect on the
      Company;

            


    

    


    
      	
              (ii)  

            	
              any
      damage, destruction, or loss, whether or not covered by insurance,
      materially and adversely affecting the assets or financial condition of
      the Company (as conducted and as proposed to be
  conducted);

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              (iii)  

            	
              any
      change or amendment to a material contract, charter document or
      arrangement not in the ordinary course of business to which the Company is
      a party other than contracts which are to be terminated at or prior to the
      Closing;

            


    

    


    
      	
              (iv)  

            	
              any
      loans made by the Company to any of affiliate of the Company or any of the
      Company’s employees, officers, directors, shareholders or any of its
      affiliates;

            


    

    


    
      	
              (v)  

            	
              any
      declaration or payment of any dividend or other distribution or any
      redemption of any capital stock of the
Company;

            


    

    


    
      	
              (vi)  

            	
              any
      sale, transfer, or lease of any of the Company’s assets other than in the
      ordinary course of business;

            


    

    


    
      	
              (vii)  

            	
              any
      other event or condition of any character which might have a material
      adverse effect on the Company;

            


    

    


    
      	
              (viii)  

            	
              any
      satisfaction or discharge of any lien, claim or encumbrance or payment of
      any obligation by Company except in the ordinary course of business and
      that is not material to the assets or financial condition of the Company;
      or

            


    

    


    
      	
              (ix)  

            	
              any
      agreement or commitment by the Company to do any of the things described
      in this Section 2(c).

            


    

    


    (d)  Property.  Except
as set forth in the Company SEC Documents, the Company does not own any real
estate and is not a party to any lease agreement.

    


    (e)  Taxes.  The
Company has filed all federal, state, county and local income, excise,
franchise, property and other tax, governmental and/or related returns, forms,
or reports, which are due or required to be filed by it prior to the date
hereof, except where the failure to do so would have no material adverse impact
on the Company, and has paid or made adequate provision in the financial
statement included in the Company SEC Documents for the payment of all taxes,
fees, or assessments which have or may become due pursuant to such returns or
pursuant to any assessments received.  The Company is not delinquent
or obligated for any tax, penalty, interest, delinquency or charge.

    


    (f)  Contracts and
Commitments.  Except as contemplated under this Agreement or
set forth in the Company SEC Documents, the Company is not a party to any
contract or agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    (g)  No Adverse
Change.  Since September 30, 2008, there has not been any
Material Adverse Change in the financial condition of the Company.  A
Material Adverse Change shall mean a material adverse change in the business,
financial condition, operations or prospects of a person.

    


    (h)  No
Defaults.  The Company is not in violation of its certificate
of incorporation or by-laws or any judgment, decree or order, applicable to
it.

    


    (i)  Litigation.  There
are no material (i.e., claims which, if adversely determined based on the
amounts claimed, would exceed fifty thousand dollars ($50,000) in the aggregate)
claims, actions, suits, proceedings, inquiries, labor disputes or investigations
(whether or not purportedly on behalf of the Company) pending or, to Company’s
knowledge, threatened against the Company or any of its assets, at law or in
equity or by or before any governmental entity or in arbitration or
mediation.

    


    (j)  Compliance with
Laws.  The Company, to its knowledge, is in full compliance
with all laws applicable to it (including, without limitation, with respect to
zoning, building, wages, hours, hiring, firing, promotion, equal opportunity,
pension and other benefit, immigration, nondiscrimination, warranties,
advertising or sale of products, trade regulations, anti-trust or control and
foreign exchange or, to the Company’s knowledge, environmental, health and
safety requirements).

    


    (k)  Contracts and
Commitments.  The Company is not a party to any contract of
agreement other than agreements that will be terminated at or prior to the
Closing.

    


    (l)  Intellectual
Property.  The Company has no intellectual property
rights.

    


    (m)  No
Broker.  Neither the Company nor any of its agents or employees
has employed or engaged any broker or finder or incurred any liability for any
brokerage fees, commissions or finders’ fees in connection with the transactions
contemplated by this Agreement.  The Company shall indemnify and hold
the Shareholders harmless against any loss, damage, liability or expense,
including reasonable fees and expenses of counsel, as a result of any brokerage
fees, commissions or finders’ fees which are due as a result of the consummation
of the transaction contemplated by this Agreement.

    


    (n) Reliance by
Shareholders.  The representations and warranties set forth in
this Section 2 taken together, do not contain any untrue statement of a material
fact or omits to state a material fact necessary to make the statements
contained herein and therein, when taken together, not misleading, and there is
no fact which materially and adversely affects the business, operations or
financial condition of the Company.  Shareholders may rely on the
representations set forth in this Section 2 notwithstanding any investigation it
may have made.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    3.
             Representations and
Warranties of Selling Entities and the Shareholders. The Selling Entities
and Shareholders hereby represent, warrant, covenant and agree as of the date
hereof and as of the Closing Date as follows:

    


     

    (a)
   Organization and
Authority.

     

    
      	
              (i)  

            	
              The
      Selling Entities are duly organized, validly existing and in good standing
      under the laws of their respective states of incorporation.  The
      Selling Entities do not have any equity investment or other interest,
      direct or indirect, in, or any outstanding loans, advances or guarantees
      to or on behalf of, any domestic or foreign corporation, Limited Liability
      Company, association, partnership, joint venture or other
      entity. 

            


    

    


    
      	
              (ii)  

            	
              Complete
      and correct copies of each of Innovation, Innovation LLC and DiscoverNet’s
      certificate of incorporation and by-laws are attached
    hereto.

            


    

    


    
      	
              (iii)  

            	
              The
      Shareholders and Selling Entities have full power and authority to carry
      out the transactions provided for in this Agreement, and this Agreement
      constitutes the legal, valid and binding obligations of the Shareholders
      and Selling Entities, enforceable in accordance with its terms, except as
      enforceability may be limited by bankruptcy, insolvency and other laws of
      general application affecting the enforcement of creditor’s rights and
      except that any remedies in the nature of equitable relief are in the
      discretion of the court.  All necessary action required to be
      taken by the Shareholders and Selling Entities for the consummation of the
      transactions contemplated by this Agreement have been
    taken.

            


    

    


    
      	
              (iv)  

            	
              The
      execution and performance of this Agreement will not constitute a breach
      of any agreement, indenture, mortgage, license or other instrument or
      document to which the Selling Entities are a party or by which its assets
      and properties are bound, and will not violate any judgment, decree,
      order, writ, rule, statute, or regulation applicable to the Selling
      Entities or their properties.  The execution and performance of
      this Agreement will not violate or conflict with any provision of the
      certificate of incorporation or by-laws of the Selling
      Entities.

            


    

    


    
      	
              (v)  

            	
              No
      consent, approval or agreement of any person, party, court, governmental
      authority, or entity is required to be obtained by the Shareholders or the
      Selling Entities in connection with the execution and performance by the
      Shareholders and Selling Entiites of this Agreement or the execution and
      performance by the Shareholders and Selling Entities of any agreements,
      instruments or other obligations entered into in connection with this
      Agreement.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    4.           Closing
Deliveries.

     

    (a)  On
the Closing Date, the Company shall deliver or cause to be delivered toeach
Shareholder:

     

    (i)  a
certificate registered in the name of each Shareholder representing the number
of shares of Common Stock, Units, and Preferred Shares respectively set forth on
Schedule I;

    


    (ii) a
legal opinion of counsel to the Company acceptable to the Shareholders;
and

    


    (b)  On
the Closing Date, each Shareholder shall deliver or cause to be deliveredto the
Company:

    


    (i) the
certificate representing such Shareholder’s shares of Selling Entity Shares, or
if the shares were issued in uncertificated form, a written representation
executed by an officer of the Selling Entity  that such Shareholder
was issued the number of shares set forth next to its name on Schedule
I.

    


     

    5.        Conditions to the Obligation
of the Shareholders to Close.  The obligations ofShareholders
under this Agreement are subject to the satisfaction of the followingconditions
unless waived by Shareholders:

     

    (a) Representations and
Warranties.  On the Closing Date, the representations and
warranties of the Company shall be true and correct in all material respects on
and as of the Closing Date with the same force and effect as if made on such
date, and the Company shall have performed all of their respective obligations
required to be performed by them pursuant to this Agreement at or prior to the
Closing Date, and Shareholders shall have received a certificate of the Company
to such effect and as to any other matters set forth in this
Agreement.

     

    (b) No Material Adverse
Change.  No Material Adverse Change in the business or
financial condition of the Company shall have occurred or be threatened since
the date of this Agreement, and no action, suit or proceedings shall be
threatened or pending before any court of governmental agency or authority or
regulatory body seeking to restraint, prohibition or the obtain damages or other
relief in connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or that, if adversely decided, has or may have a
Material Adverse Effect.

     

    (c) Liabilities. On the
Closing Date, the Company’s total liabilities shall not exceed
$350,000.

     

    (d) Legal
Opinion.  The Shareholders shall have received a legal opinion
from the Company’s legal counsel, acceptable to the Shareholders

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


     

    (e)  Elections and
Appointments.  On the Closing Date, the Company shall appoint
William H. Gray as Chief Financial Officer of the Company.

     

    (f)  Shares
Outstanding.  The Company shall have 67,409,910 shares of
Common Stock outstanding without giving effect to the issuances contemplated
under this Agreement.

     

    


     

    6.           Indemnification

    


    
      	
              (a)  

            	
              The
      Company agrees to indemnify, defend and hold harmless
      each  Selling Entity, its Affiliates and, if applicable, their
      respective directors, officers, shareholders, employees, attorneys,
      accountants, agents and representatives and their heirs, successors and
      assigns from and against any and all Damages based upon, arising out of or
      otherwise in respect of (i) any inaccuracy in or any breach of any
      representation or warranty, of the Company contained in this Agreement,
      (ii) the failure of the Company to perform or observe fully any covenant,
      agreement or provision to be performed or observed by the Company pursuant
      to this Agreement, or (iii) any third-party claim arising out of or in
      connection with the operation of the Business of the Company on or before
      the Closing.

            


    

    


    
      	
              (b)  

            	
              The
      Selling Entities agree to indemnify, defend and hold harmless the Company,
      its Affiliates and, if applicable, their respective directors, officers,
      shareholders, employees, attorneys, accountants, agents and
      representatives and their heirs, successors and assigns from and against
      any and all Damages based upon, arising out of or otherwise in respect of
      (i) any inaccuracy in or any breach of any representation or warranty, of
      the Selling Entities contained in this Agreement, or (ii) the failure of
      the Selling Entities to perform or observe fully any covenant, agreement
      or provision to be performed or observed by the Selling Entities pursuant
      to this Agreement.

            


    

    


     

    
      	
               
      

            	
              7.

            	
              Accredited Investor
      Status. By countersigning this Agreement, each of the Shareholders,
      severally and not jointly, represents that such Shareholder is an
      accredited investor as such is defined in Regulation D promulgated under
      the Securities Act of 1933 as amended, because such Shareholder fits one
      of the definitions set forth in Exhibit A
      attached hereto.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              8.

            	
              Notices. Any
      notice, demand, request, waiver or other communication required or
      permitted to be given hereunder shall be in writing and shall be effective
      (a) upon hand delivery by telecopy, e-mail or facsimile at the address or
      number designated below (if delivered on a business day during normal
      business hours where such notice is to be received), or the first business
      day following such delivery (if delivered other than on a business day
      during normal business hours where such notice is to be received) or (b)
      on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur.  The
      addresses for such communications shall
be:

            


    

     

    if to the
Company:

     

    Competitive
Companies, Inc.

     

    Attn:
Chief Executive Officer

     

    19206
Huebner Ste. 202

     

    San
Antonio, TX 78258

     

    Tel:
(210) 233-8980

     

    Fax:
(210) 233-8986

     

    


     

    if to the Selling Entities
and the Shareholders:

     

    Innovation
Capital Management, Inc.

     

    Attn:
William H. Gray

     

    19206
Huebner Road, Suite 202

     

    San
Antonio, TX 78258

     

    Tel:
(210) 233-8980

     

    Fax:
(210) 233-8986

     

    


     

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

     

    Anslow
& Jaclin LLP

     

    Attn:
Gregg E. Jaclin, Esq.

     

    Gary S.
Eaton, Esq.

     

    195 Route
9 South, Suite 204

     

    Manalapan,
NJ 07726

     

    Phone:
(732) 409-1212

     

    Fax:
(732) 577-1188

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


     

    9.
                Miscellaneous. 

     

    
      	
               
      

            	
              (a)

            	
              This
      Agreement constitutes the entire agreement between the parties relating to
      the subject matter hereof, superseding any and all prior or
      contemporaneous oral and prior written agreements, understandings and
      letters of intent. This Agreement may not be modified or amended nor may
      any right be waived except by a writing which expressly refers to this
      Agreement, states that it is a modification, amendment or waiver and is
      signed by all parties with respect to a modification or amendment or the
      party granting the waiver with respect to a waiver. No course of conduct
      or dealing and no trade custom or usage shall modify any provisions of
      this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of Texas without regard to any principles of conflicts of law
      applicable to contracts made and to be performed entirely within such
      State.  Each of the parties hereby irrevocably consents and
      agrees that any legal or equitable action or proceeding arising under or
      in connection with this Agreement shall be brought in the federal or state
      courts located in the State of Texas, by execution and delivery of this
      Agreement, irrevocably submits to and accepts the jurisdiction of said
      courts, (iii) waives any defense that such court is not a convenient
      forum, and (iv) consent to any service of process method permitted by
      law.

            


    

     

    
      	
               
      

            	
              (c)

            	
              This
      Agreement shall be binding upon and inure to the benefit of the parties
      hereto, and their respective successors and permitted
    assigns.

            


    

     

    
      	
               
      

            	
              (d)
        

            	
              This
      Agreement may be executed in two or more counterparts, each of which shall
      be deemed an original but all of which together shall constitute one and
      the same document.  Fax or PDF copies of signatures shall be
      treated as originals for all
purposes.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      various representations, warranties, and covenants set forth in this
      Agreement or in any other writing delivered in connection therewith shall
      survive the issuance of the Shares.

            


    

     

     

     

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    IN
WITNESS WHEREOF, the parties have executed this Share Exchange Agreement the day
and year first above written.

     

    COMPETITIVE COMPANIES,
INC.

    


    


    


    By: /S/ William
Gray

    
 

    


    INNOVATION
CAPITAL MANAGEMENT, INC.

    


    


    


    By: /S/ William
Gray

    


    


    


    INNOVATION
CAPITAL MANAGEMENT LLC

    


    


    


    By: /S/ William
Gray

    


    


    DISCOVERNET,
INC.

    


    


    


    By: /S/ William
Gray

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    Exhibit
A

    


    Accredited
investors

    


    A Person
who meets any one of the following tests is an accredited investor:

    


     (a)
  The Person is an individual who has a net worth, or joint net worth with
the Person’s spouse, of at least $1,000,000.

    


     (b)
  The Person is an individual who had individual income of more than
$200,000 (or $300,000 jointly with the Person’s spouse) for the past two years,
and the Person has a reasonable expectation of having income of at least
$200,000 (or $300,000 jointly with the Person’s spouse) for the current
year.

    


     (c)
  The Person is an officer or director of the Company.

    


     (d)
  The Person is a bank as defined in section 3(a)(2) of the Securities Act
or any savings and loan association or other institution as defined in section
3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary
capacity.

    


     (e)
  The Person is a broker or dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934.

    


     (f)
  The Person is an insurance company as defined in section 2(13) of the
Securities
Act.                   

    


     (g)
  The Person is an investment company registered under the Investment
Company Act of 1940 or a business development company as defined in section
2(a)(48) of that Act.

    


     (h)
  The Person is a small Business Investment Company licensed by the U.S.
Small Business Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958.

    


     (i)
  The Person is an employee benefit plan within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, if the investment decision
is made by a plan fiduciary, as defined in section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors.

    


     (j)
  The Person is a private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


     (k)
  The Person is an organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.

    


     (l)
  The Person is a trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii) of the Commission under the Securities Act.

    


     (m)
  The Person is an entity in which all of the equity owners are accredited
investors (i.e., all of the equity owners meet one of the tests for an
accredited investor).

    


     If
an individual Person qualifies as an accredited investor, such individual may
purchase the Shares in the name of his or her individual retirement account
(“IRA”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit
B

    


    Assumed
Liabilities

    


    The
Company shall assume all circuit liabilities conducive to the ongoing operation
related to its fixed wireless operation.