Intent to Purchase Outline

The Company offers to purchase Tim Wilde s entire ownership stake in Dynamic

Network Services, Inc. and to tenninate its consulting arrangement with Tim Wilde.

Transition Process Overview

The transition plan is broken into three phases (Agreement, Closing, and Transition). The

dates for these phases are below:

Agreement: Ongoing

Closing: February 1 , 2006

Completion of Transition: May 1 , 2006

Agreement Phase

All parties discuss agreement points and work with Michael Refolo to draft a

document that is agreeable to all parties. Concurrently, a system administration position

is created and potential candidates are screened.

Closing Phase

The documents required are signed. A new hire is selected to perfonn System

Administration. A conversation between Chris Smith and Tim Wilde, then Board of

Directors occurs to encourage Chris to stay with the Company. A company

announcement is made to all employees.

What Tim Wilde will provide at Closing:

0 An s ownership of all intellectual

property developed by Tim in the course of his work for the Company,

effective May 1 , 2006

Clear and free title to all (36) outstanding shares, effective May 1, 2006

Non-compete for a duration of four years, effective May 1 2006

0 Non-disclosure for a duration of four years, effective May 1, 2006

Mutual Release of Consulting and Shareholders Agreements, effective May 1,

2006

What the Company will provide at Closing:

Payment of $55 000 to Tim Wilde

Mutual Release of Consulting and Shareholders Agreements, effective May 1,

2006

Provide security interest, effective May 1 , 2006 to Tim Wilde, for those shares

purchased, decreasing proportionately to remaining balance of payment.

Transition Phase

All parties work to train new hire and transition job duties and responsibilities as

appropriate over a three month period.

Case 1:06-cv-00037-JM Document 4-2 Filed 03/15/06 Page 1 of 4
What Tim Wilde will provide throughout the Transition Phase:

Documentation and training of replacement staff

What the Company will provide upon completion of the Transition Phase:

Payment of $55 000 to Tim Wilde

0 $140,000/year paid monthly, 20% increase each year for six years

$l.5M total (see payment schedule, below)

Commencement of monthly payments

Email forwarding for four years

Reasonable amount of Company Services for personal use for four years

Employment references

Transfer of ownership of computer equipment in personal possession

0 K -1 Tax liability payments for tax years 2005 and 2006

Responsibilities documented and 

0 New SA:

System administration and installation

Level 3 support

Level 2 abuse

Server deployments

Scripting

Network management

On-call rotation

Jeremy:

Support/sales policy and oversight

0 Any 

Merchant account, Tucows, American Express, Vendor accounts

Merchant account security compliance (shared with Tom)

Tom:

Abuse policy setting oversight

Merchant account security compliance (shared)

Hardware

Database administration

0 Network, hardware, and systems administration oversight

Case 1:06-cv-00037-JM Document 4-2 Filed 03/15/06 Page 2 of 4
Payment Schedule

Date of Check Amount

Feb- $55,000

May- $55,000

May- $11 667

Jun- $11,667

Jul- $11,667

Aug- $11 667

Sep- $11 ,667

0ct- $11 667

Nov- $11,667

Dec- $11 667

J an- $11 667

Feb- $11 667

Mar- $11,667

Apr- $11 667

May- $14 000

Jun- $14 000

Jul- $14 000

Aug- $14 000

Sep- $14 000

0ct- $14,000

Nov- $14 000

1- Dec- $14 000

Jan- $14 000

Feb- $14 000

Mar- $14 000

Apr- $14 000

May- $16,800

Jun- $16,800

Jul- $16 800

Aug- $16,800

Sep- $16 800

0ct- $16 800

Nov- $16,800

Dec- $16,800

Jan- $16,800

Feb- $16 800

Mar- $16,800

Apr- $16 800

May- $20 160

Jun- $20, 160

Jul- $20 160

Aug- $20, 160

Case 1:06-cv-00037-JM Document 4-2 Filed 03/15/06 Page 3 of 4
Sep- $20, 160

0ct- $20 160

Nov- $20, 160

Dec- $20, 160

Jan- $20 160

Feb- $20 160

Mar- $20 160

Apr- $20 160

May- $24 192

Jun- $24 192

Jul- $24 192

Aug- $24 192

Sep- $24 192

0ct- $24 192

Nov- $24, 192

Dec- $24, 192

Jan- $24 192

Feb- $24 192

Mar- $24 192

Apr- $24 192

I~May- $29,030

Jun- $29,030

Jul- $29,030

Aug- $29,030

Sep- $29,030

0ct- $29,030

Nov- $29,030

Dec- $29,030

Jan- $29,030

Feb- $29,030

Mar- $29,030

Apr- $29,030

Total Payment: $1,500 189

Case 1:06-cv-00037-JM Document 4-2 Filed 03/15/06 Page 4 of 4