Exhibit 10.23**INNUITY, INC.****STOCK PURCHASE AGREEMENT**     This Stock Purchase Agreement (this “Agreement”) is dated as of December 29, 2006, byand between Innuity, Inc., a Utah corporation (the “Company”), and Maryanne Dennis, anindividual (the “Purchaser”).     WHEREAS, in exchange for the Note dated December 20, 2005 in the name of Maryanne Dennis forthe principal amount of $111,922.43 and accrued interest on the note in the amount of $16,500.32for a total of $128,422.75, the Company agrees to issue to the Purchaser (i) 256,846 shares of itscommon stock, subject to the terms and conditions set forth in this Agreement and pursuant toSection 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and the rulesand regulations promulgated thereunder, including Regulation D and/or upon such other exemptionfrom the registration requirements of the Securities Act as may be available with respect theinvestment to be made hereunder, set forth opposite the Purchaser’s name on the signature pagehereto and as more fully described in this Agreement.     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and forother good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the Company and the Purchaser hereby agree as follows:1. Purchase and Sale of Common Stock. Upon the terms and subject to the conditions setforth herein, the Company shall issue, and the Purchaser shall purchase, 256,846 shares of theCompany’s common stock (the “Stock”). The Stock shall be issued in consideration of thePurchaser’s cancellation of the note and accrued interest as set forth above. The closing of thetransactions contemplated by this Agreement shall occur immediately upon execution of thisAgreement and issuance of the Stock.2. Registration Rights.     2.1 The Company shall prepare and file with the Securities and Exchange Commission (the“Commission”) a registration statement (the “Registration Statement”) covering theresale of the Stock (the “Registrable Securities”) as would permit or facilitate the resaleand distribution of all the Registrable Securities in the manner reasonably requested by theholders of Registrable Securities (the “Holders”). The Registration Statement shall be onForm SB-2 (except if the Company is not then eligible to register for resale the RegistrableSecurities on Form SB-2, in which case such registration shall be on another appropriate form inaccordance herewith). Subject to the terms of this Agreement, the Company shall use itscommercially reasonable efforts to cause a Registration Statement to be declared effective underthe Securities Act as promptly as possible after the filing thereof, and shall use its commerciallyreasonable to keep such Registration Statement continuously effective under the Securities Actuntil the earliest of: (x) the date when all Registrable Securities covered by such RegistrationStatement have been sold; (y) the date on which the Registrable Securities may be sold without anyrestriction pursuant to Rule 144, as determined by the counsel to the Company, or (z) the first(1st) anniversary of the date hereof.
 

 
     2.2 Each Holder agrees to furnish to the Company a completed Questionnaire in the formreasonably acceptable to the Company not less than two (2) trading days prior to the filing date ofthe Registration Statement.     2.3 If the Company determines, in its sole discretion, for any reason including its assessmentof any adverse consequences to the Company and its shareholders of the premature disclosure ofmaterial information, that the Registration Statement, or any prospectus related thereto, willcontain an untrue statement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein, in light of the circumstances underwhich they were made, not misleading, the Company shall notify the Holders to suspend the use ofany prospectus until the requisite changes to such prospectus have been made. The Company will useits commercially reasonable efforts to ensure that the use of the prospectus may be resumed aspromptly as is practicable. The Company shall be entitled to exercise its right under thisSection 2.3 to suspend the availability of a Registration Statement and prospectus for aperiod not to exceed one hundred twenty (120) days (which need not be consecutive days) in anytwelve (12) month period.     2.4 Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt ofa notice from the Company described in Section 2.3, such Holder will forthwith discontinuedisposition of such Registrable Securities under the Registration Statement until such Holder’sreceipt of the copies of the supplemented prospectus and/or amended Registration Statement or untilit is advised in writing by the Company that the use of the applicable prospectus may be resumed,and, in either case, has received copies of any additional or supplemental filings that areincorporated or deemed to be incorporated by reference in such prospectus or RegistrationStatement.     2.5 The registration rights contained in this Section 2 shall supersede all prior orcontemporaneous oral or written agreements concerning registration rights with respect to theparties.3. Representations and Warranties of the Purchaser. The Purchaser hereby represents andwarrants as of the date hereof to the Company as follows:     3.1 The Purchaser understands that the shares of Stock constitutes “restricted securities” andhave not been registered under the Securities Act or any applicable state securities law and isacquiring the Stock as principal for its own account and not with a view to or for distributing orreselling such Stock or any part thereof in violation of the Securities Act or any applicable statesecurities law, has no present intention of distributing any of such Stock in violation of theSecurities Act or any applicable state securities law and has no arrangement or understanding withany other persons regarding the distribution of such Stock (this representation and warranty notlimiting the Purchaser’s right to sell the Stock pursuant to the Registration Statement orotherwise in compliance with applicable federal and state securities laws) in violation of theSecurities Act or any applicable state securities law. The Purchaser does not have any agreementor understanding, directly or indirectly, with any person to distribute any of the Stock.
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     3.2 At the time the Purchaser was offered the Stock, it was, and at the date hereof it is,either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8)under the Securities Act, or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)under the Securities Act. The Purchaser is not required to be registered as a broker-dealer underSection 15 of the Exchange Act.     3.3 The Purchaser, either alone or together with its representatives, has such knowledge,sophistication and experience in business and financial matters so as to be capable of evaluatingthe merits and risks of the prospective investment in the Stock, and has so evaluated the meritsand risks of such investment. The Purchaser is able to bear the economic risk of an investment inthe Stock and, at the present time, is able to afford a complete loss of such investment.     3.4 The Purchaser acknowledges that the Stock was not offered to the Purchaser by means of anyform of general or public solicitation or general advertising, or publicly disseminatedadvertisements or sales literature, including (i) any advertisement, article, notice or othercommunication published in any newspaper, magazine, or similar media, or broadcast over televisionor radio, or (ii) any seminar or meeting to which the Purchaser was invited by any of the foregoingmeans of communication, or any other general solicitation or general advertisement.     3.5 The Purchaser understands that the Stock must be held indefinitely unless the Stock isregistered under the Securities Act or an exemption from registration is available. The Purchaseracknowledges that it is familiar with Rule 144 of the rules and regulations of the Commission, asamended, promulgated pursuant to the Securities Act (“Rule 144”), and that the Purchaserhas been advised that Rule 144 permits resales only under certain circumstances. The Purchaserunderstands that to the extent that Rule 144 is not available, the Purchaser will be unable to sellany Stock without either registration under the Securities Act or the existence of anotherexemption from such registration requirement.4. Other Agreements.     4.1 Transfer Restrictions.     (a) The Stock may only be disposed of in compliance with state and federal securitieslaws. In connection with any transfer of Stock other than pursuant to an effectiveregistration statement or Rule 144, to the Company or to an affiliate of a Purchaser, theCompany may require the transferor thereof to provide to the Company an opinion of counselselected by the transferor and reasonably acceptable to the Company, the form and substanceof which opinion shall be satisfactory to the Company, to the effect that such transfer doesnot require registration of such transferred Securities under the Securities Act. As acondition of transfer, any such transferee shall agree in writing to be bound by the termsof this Agreement.     (b) The Purchaser agrees to the imprinting, so long as the Company determines it isrequired, of a legend on any of the Stock in substantially the following form:
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THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGECOMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTIONFROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLEEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCEWITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TOTHE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE ACCEPTABLE TO THECOMPANY.     (c) The Purchaser will offer and sell any and all Stock pursuant to all applicablefederal and state securities laws, including pursuant to either the registrationrequirements of the Securities Act, including any applicable prospectus deliveryrequirements, or an exemption therefrom.     4.2 Short Sales. The Purchaser understands and acknowledges that the Commissioncurrently takes the position that coverage of short sales of shares of the common stock “againstthe box” prior to the effective date of the Registration Statement with the Stock is a violation ofSection 5 of the Securities Act, as set forth in Item 65, Section 5 under Section A, of the Manualof Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of ChiefCounsel, Division of Corporation Finance.5. Miscellaneous.     5.1 Fees and Expenses. Each party shall pay the fees and expenses of its advisers,counsel, accountants and other experts, if any, and all other expenses incurred by such partyincident to the negotiation, preparation, execution, delivery and performance of this Agreement.The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied inconnection with the delivery of any securities.     5.2 Entire Agreement. This Agreement contains the entire understanding of the partieswith respect to the subject matter hereof and supersede all prior agreements and understandings,oral or written, with respect to such matters, which the parties acknowledge have been merged intothis document.     5.3 Amendments; Waivers. No provision of this Agreement may be waived or amendedexcept in a written instrument signed, in the case of an amendment, by the Company and thePurchaser; provided, however, that in the event the Company shall deliver writtennotice to a Purchaser with respect to a requested waiver or amendment, the Purchaser shall bedeemed to have consented and agreed to such amendment or waiver if the Purchaser does not providewritten notice to the Company indicating the Purchaser’s non-consent within ten (10) days ofdelivery by the Company of such written notice. No waiver of any default with respect to anyprovision, condition or requirement of this Agreement shall be deemed to be a continuing waiver
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in the future or a waiver of any subsequent default or a waiver of any other provision,condition or requirement hereof, nor shall any delay or omission of either party to exercise anyright hereunder in any manner impair the exercise of any such right.     5.4 Headings. The headings herein are for convenience only, do not constitute a partof this Agreement and shall not be deemed to limit or affect any of the provisions hereof. Thelanguage used in this Agreement will be deemed to be the language chosen by the parties to expresstheir mutual intent, and no rules of strict construction will be applied against any party.     5.5 Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of the parties and their successors and permitted assigns.     5.6 No Third-Party Beneficiaries. This Agreement is intended for the benefit of theparties hereto and their respective successors and permitted assigns and is not for the benefit of,nor may any provision hereof be enforced by, any other person.     5.7 Governing Law. All questions concerning the construction, validity, enforcementand interpretation of this Agreement shall be governed by and construed and enforced in accordancewith the internal laws of the State of Delaware, without regard to the principles of conflicts oflaw thereof. If either party shall commence an action or proceeding to enforce any provisions ofthe Agreement, then the prevailing party in such action or proceeding shall be reimbursed by theother party for its reasonable attorneys’ fees and other costs and expenses incurred with theinvestigation, preparation and prosecution of such action or proceeding.     5.8 Survival. The representations, warranties and covenants contained herein shallsurvive the Closing and the delivery of the Stock.     5.9 Execution. This Agreement may be executed in one or more counterparts, all ofwhich when taken together shall be considered one and the same agreement and shall become effectivewhen counterparts have been signed by each party and delivered to the other party, it beingunderstood that both parties need not sign the same counterpart. In the event that any signatureis delivered by facsimile transmission, such signature shall create a valid and binding obligationof the party executing (or on whose behalf such signature is executed) with the same force andeffect as if such facsimile signature page were an original thereof.     5.10 Severability. If any provision of this Agreement is held to be invalid orunenforceable in any respect, the validity and enforceability of the remaining terms and provisionsof this Agreement shall not in any way be affected or impaired thereby and the parties will attemptto agree upon a valid and enforceable provision that is a reasonable substitute therefor, and uponso agreeing, shall incorporate such substitute provision in this Agreement.     5.11 Replacement of Securities. If any certificate or instrument evidencing any Stockis mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchangeand substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a newcertificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Companyof such loss, theft or destruction and customary and reasonable indemnity, if requested. Theapplicants for a new certificate or instrument under such circumstances shall also pay anyreasonable third-party costs associated with the issuance of such replacement Stock.
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     5.12 Construction. The parties agree that each of them and/or their respective counselhas reviewed and had an opportunity to revise the Agreement and, therefore, the normal rule ofconstruction to the effect that any ambiguities are to be resolved against the drafting party shallnot be employed in the interpretation of the Agreement or any amendments hereto.
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     IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be dulyexecuted by their respective authorized signatories as of the date first indicated above.       **INNUITY, INC.**   Address for Notice:       By: /s/ ROBERT K. BENCH   8644 154th Avenue NE         Name: Robert K. Bench   Redmond, Washington 98052  Title: CFO   (425) 497-9909      Fax: (425) 278-1209With a copy to (which shall not constitute notice):DLA Piper US LLP