EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT






                                 BY AND BETWEEN

                             IVDESK HOLDINGS, INC.,

                             IVDESK MINNESOTA, INC.,

                                       AND

                       FOCUSED SOLUTIONS CONSULTING, INC.



                                   DATED AS OF

                               SEPTEMBER 14, 2012




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                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE  AGREEMENT (the "AGREEMENT") is made effective this
14 day of September 2012 ("CLOSING DATE"), by and between IVDesk Holdings, Inc.,
a  Delaware  Corporation,   IVDesk  Minnesota,  Inc.,  a  Minnesota  corporation
("BUYER"),  and Focused Solutions Consulting,  Inc., a Minnesota "S" Corporation
("SELLER"),  William E. Sorenson and James J. Polakowski. SELLER, BUYER, William
E. Sorenson,  James J.  Polakowski  and IVDesk  Holdings,  Inc. are  hereinafter
jointly referred to as the "PARTIES".

                              W I T N E S S E T H:

         WHEREAS,  SELLER owns certain assets,  including equipment,  inventory,
receivables,  customer contracts, and good will, all used in connection with its
business operated under the name Focused Solutions  Consulting,  Inc., and doing
business  as IVDesk  from its  offices at 1509  Marshall  Street NE,  Suite 300,
Minneapolis, MN 55413 (the "Premises"); and

         WHEREAS,   SELLER   provides   Information   Technology   services   to
approximately 100 business customers; and

         WHEREAS,  SELLER was founded and is currently  100% owned by William E.
(Bill) Sorenson, its CEO, and James J. (Jim) Polakowski,  its President and COO;
("SELLER'S SHAREHOLDERS") and

         WHEREAS,  the Board of  Directors  of  SELLER  has  approved  the asset
purchase by BUYER of certain assets and liabilities as described  herein for the
consideration described herein, as being in the best interests of SELLER and its
stockholders  in  accordance  with the  applicable  provisions  of the Minnesota
Business Corporations Act; and

         WHEREAS,  BUYER  is  a  Minnesota  Corporation,   and  a  wholly  owned
subsidiary of IVDesk Holdings, Inc. BUYER is a duly organized,  validly existing
corporation  and in good standing under the laws of the State of Minnesota,  and
was formed  specifically to operate an IT service targeted at mid-market (15-150
employees)  organizations  (the  "Business")  that will  result  from this Asset
Purchase and;

         WHEREAS,  the Board of Directors of BUYER and the Board of Directors of
IVDesk  Holdings,  Inc.  has  approved  the  acquisition  for the  consideration
described   herein,   as  being  in  the  best  interests  of  their  respective
shareholders.

         WHEREAS,   the  PARTIES   desire  to  make   certain   representations,
warranties,  covenants and agreements in connection  with the asset purchase and
also to prescribe various conditions to this transaction.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants,  undertakings,  representations,  warranties, agreements and promises
hereinafter  set  forth,  and for other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the PARTIES hereto
agree as follows:

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I.       EXHIBITS

         The  following  Exhibits  are  made a part  of this  AGREEMENT  and are
incorporated herein by this reference:

         EXHIBIT A - Purchased Assets

         EXHIBIT B - Assumed Liabilities

         EXHIBIT C - Bill of Sale

         EXHIBIT D - IVDesk Holdings, Inc. Minutes

         EXHIBIT E - SELLER Minutes

         EXHIBIT F - Assignment and Assumption Agreement

         EXHIBIT G - BUYER Minutes

         EXHIBIT H - Certificate of SELLER

         EXHIBIT I - Certificate of BUYER

         EXHIBIT J - Employment Agreement for CEO

         EXHIBIT K - Employment Agreement for President

         EXHIBIT L - Employment Agreement for 5X Partners

         EXHIBIT M - Bylaws

         EXHIBIT N - Shareholder Agreement


II.      TERMS OF SALE

         1.       PURCHASE  OF ASSETS:  Subject to the terms and  conditions  of
                  this  AGREEMENT,  the SELLER  hereby  agrees to sell,  convey,
                  transfer  and assign to the BUYER and BUYER  hereby  agrees to
                  purchase and accept from the SELLER all of the SELLER's right,
                  title and  interest  in the Assets of the SELLER  itemized  in
                  EXHIBIT  A (the  "ASSETS")  on the  CLOSING  DATE  hereinafter
                  specified, free and clear of any liens or encumbrances, except
                  for such  liens  and  encumbrances  included  in the  "Assumed
                  Liabilities"   described  in  EXHIBIT  B  hereto.  A  physical
                  inventory  shall  be taken of the  ASSETS  as of the  close of
                  business on the day preceding the CLOSING DATE. Upon signature
                  of the closing  documents,  BUYER  acknowledges that BUYER has
                  inspected  the  ASSETS  being   purchased   hereunder  and  is
                  satisfied  with their  condition  and that BUYER is purchasing
                  the ASSETS in an "as is"  condition  as of the  CLOSING  DATE.

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                  SELLER   expressly   disclaims   any  implied   warranties  of
                  merchantability  and  fitness  for  a  particular  purpose  in
                  connection with the ASSETS.

         2.       ASSUMPTION OF LIABILITIES: BUYER shall assume and be obligated
                  for the contracts and  obligations  of SELLER as listed in the
                  Assumed Liabilities List itemized in EXHIBIT B attached hereto
                  and  incorporated  herein (the "Assumed  Liabilities")  on the
                  CLOSING  DATE  hereinafter  specified.   Any  liabilities  not
                  specifically  identified  in  EXHIBIT B will  remain  the full
                  responsibility of SELLER.

         3.       PURCHASE  PRICE  AND  PAYMENT:  The  total  value  of the sale
                  pursuant  to  this  AGREEMENT  is   $1,520,000.00   ("Purchase
                  Price").  The Purchase Price shall be payable to SELLER in the
                  following  manner:  Effective  on  the  CLOSING  DATE,  IVDesk
                  Holdings, Inc. shall transfer ownership of 4,000,000 shares of
                  IV Desk Holdings, Inc. Common Stock to the SELLER (the "Common
                  Stock"),  which shall then  distribute such shares to SELLER's
                  SHAREHOLDERS  in the  liquidation and dissolution of SELLER as
                  provided  herein.  The parties agree that such transfer of the
                  shares of IVDesk Holdings,  Inc. shall constitute full payment
                  of the Purchase Price.

         4.       CLOSING:   The  closing   will  be  held  at  the  offices  of
                  _____________________  or at such other place as may be agreed
                  to by the PARTIES.

III.     BUYER COVENANTS, REPRESENTATIONS AND WARRANTIES

         BUYER and IVDesk  Holdings,  Inc, as of the date of this  Agreement and
the Closing, warrant and represent the following:

         1.       ORGANIZATION  AND AUTHORITY OF IVDESK HOLDINGS,  INC.:  IVDesk
                  Holdings,  Inc. is an entity duly organized,  validly existing
                  and in good standing  under the laws of the State of Delaware.
                  IVDesk  Holdings,  Inc. has all requisite  corporate power and
                  corporate authority to enter into the transaction documents to
                  which  it  is  a  party,   to  consummate   the   transactions
                  contemplated  hereby, to own, lease and operate its properties
                  and to  conduct  its  business.  With the board of  director's
                  approval  attached as EXHIBIT D, the  execution,  delivery and
                  performance  by  IVDesk  Holdings,  Inc.  of  the  transaction
                  documents to which it is a party and the  consummation  of the
                  transactions  contemplated hereby have been duly authorized by
                  all necessary corporate action on the part of IVDesk Holdings,
                  Inc.,  including  the  approval of the Board of  Directors  of
                  IVDesk Holdings,  Inc. BUYER has heretofore  delivered or made
                  available  complete and correct  copies of the  certificate of
                  incorporation and by-laws of BUYER, the minute books and stock
                  transfer  records  of BUYER,  as in  effect as of the  CLOSING
                  DATE.

         2.       ORGANIZATION AND AUTHORITY OF BUYER: IVDesk Minnesota, Inc, is
                  a wholly owned subsidiary of IVDesk Holdings,  Inc., and is an
                  entity duly organized,  validly  existing and in good standing
                  under the laws of the State of  Minnesota.  IVDesk  Minnesota,
                  Inc. has all requisite corporate power and corporate authority
                  to  enter  into  the  transaction  documents  to which it is a

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                  party, to consummate the transactions  contemplated hereby, to
                  own,  lease and  operate  its  properties  and to conduct  its
                  business.  BUYER is duly  qualified or licensed to do business
                  and is in good  standing  in each  jurisdiction  in which  the
                  property owned,  leased or operated by it or the nature of the
                  business conducted by it makes such  qualification  necessary,
                  except  where the  failure  to obtain  such  qualification  or
                  license would not,  individually  or in the aggregate,  have a
                  material adverse effect.

         3.       DUE DILIGENCE:  IVDesk Holdings, Inc. and BUYER have completed
                  due diligence on SELLER, including an audit, have received all
                  necessary  information  from the SELLER and are satisfied with
                  the condition of the ASSETS.  BUYER  acknowledges  that it has
                  inspected the ASSETS and accepts the same "AS IS", "WHERE IS".

         4.       CAPITALIZATION  IMMEDIATELY  PRIOR TO CLOSING  DATE: As of the
                  CLOSING DATE the authorized  capital stock of IVDesk Holdings,
                  Inc.  consists  of  100,000,000  shares  of  Common  Stock and
                  5,000,000 shares of Preferred Stock, of which 1,000,000 shares
                  of  Common  Stock  are  outstanding  hereof  and no  shares of
                  Preferred  Stock are  outstanding.  The issued and outstanding
                  shares of IVDesk  Holdings,  Inc.  Common Stock have been duly
                  authorized   and  validly   issued  and  are  fully  paid  and
                  nonassessable and were not issued in violation of, and are not
                  subject to, any preemptive, subscription or similar rights. To
                  IVDesk  Holdings,  Inc.'s  knowledge,  none of the outstanding
                  shares of IVDesk  Holdings,  Inc.  Common Stock were issued in
                  violation of any law,  including without  limitation,  federal
                  and state  securities laws. On the CLOSING DATE, the shares of
                  IVDesk  Holdings,  Inc.  Common Stock which shall be issued to
                  the  SELLER in payment  of the  Purchase  Price will have been
                  duly  authorized  and, when issued and delivered in accordance
                  with this AGREEMENT,  such shares of BUYER'S Common Stock will
                  be validly issued, fully paid and nonassessable.

         5.       CAPITALIZATION  IMMEDIATELY  AFTER CLOSING:  Immediately after
                  CLOSING the authorized capital stock of IVDesk Holdings,  Inc.
                  will consist of 100,000,000 shares of IVDesk Holdings,  Inc.'s
                  Common Stock and 5,000,000 shares of IVDesk  Holdings,  Inc.'s
                  Preferred  Stock,  of which  5,000,000  shares of Common Stock
                  will be  outstanding  hereof and no shares of Preferred  Stock
                  will be outstanding.

         6.       NO  VIOLATION;  CONSENTS  AND  APPROVALS:  The  execution  and
                  delivery by BUYER and IVDesk Holdings, Inc. of the transaction
                  documents   and   the   consummation   of   the   transactions
                  contemplated  hereby will not,  conflict with or result in any
                  violation  of or default  (or an event  which,  with notice or
                  lapse of time or both,  would constitute a default) under; (a)
                  the terms and  conditions or provisions of the  certificate of
                  incorporation  or by-laws of BUYER or IVDesk  Holdings,  Inc.,
                  (b) any laws applicable to BUYER or IVDesk Holdings, Inc., (c)
                  or the property or assets of BUYER or IVDesk  Holdings,  Inc.,
                  or (d) give rise to any right of termination,  cancellation or
                  acceleration under, or result in the creation of any lien upon

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                  any of the properties of BUYER or IVDesk Holdings,  Inc. under
                  any  contract  to which  BUYER or IVDesk  Holdings,  Inc. is a
                  party or by which  BUYER or any  assets of BUYER may be bound.
                  No Governmental Approval is required to be obtained or made by
                  or  with  respect  to  BUYER  or  IVDesk  Holdings,   Inc.  in
                  connection  with the execution and delivery of this  AGREEMENT
                  or the consummation by BUYER or IVDesk  Holdings,  Inc. of the
                  transactions contemplated hereby.

         7.       LITIGATION;  COMPLIANCE  WITH LAWS:  There are: (i) no claims,
                  actions,  suits,  investigations or proceedings pending or, to
                  the knowledge of BUYER or IVDesk  Holdings,  Inc.,  threatened
                  against,  relating to or affecting  BUYER or IVDesk  Holdings,
                  Inc.,  the business,  the assets,  or any  employee,  officer,
                  director,  stockholder,  or independent contractor of BUYER or
                  IVDesk Holdings, Inc, in their capacities as such, and (ii) no
                  orders  of  any   Governmental   Entity  or   arbitrator   are
                  outstanding  against  BUYER or IVDesk  Holdings,  Inc., or the
                  business,  the assets,  or any  employee,  officer,  director,
                  stockholder,  or  independent  contractor  of BUYER or  IVDesk
                  Holdings,  Inc.  in their  capacities  as such,  or that could
                  prevent or enjoin,  or delay in any respect,  consummation  of
                  the transactions contemplated hereby.

                  BUYER and IVDesk Holdings,  Inc. have complied with and are in
                  compliance in all material  respects with all laws  applicable
                  to their respective business.  BUYER or IVDesk Holdings,  Inc.
                  has not received notice from any Governmental  Entity or other
                  Person of any material violation of law applicable to BUYER or
                  IVDesk Holdings, Inc. or its business.  BUYER has obtained and
                  holds all  required  Licenses  (all of which are in full force
                  and effect) from all Government  Entities  applicable to BUYER
                  or IVDesk Holdings,  Inc. and its business.  No violations are
                  or have been  recorded  in respect of any such  license and no
                  proceeding is pending, or, to the knowledge of BUYER or IVDesk
                  Holdings,  Inc.,  threatened  to  revoke  or  limit  any  such
                  license.

         8.       SURVIVAL:  All covenants,  warranties and representations made
                  by BUYER and IVDesk  Holdings,  Inc. in this Section III shall
                  be true and correct as of the CLOSING  DATE and shall  survive
                  the CLOSING.

IV.      SELLER'S COVENANTS, REPRESENTATIONS AND WARRANTIES

         Seller  represents  and warrants that as of the date of this  Agreement
and the Closing, the following:

         1.       ORGANIZATION AND AUTHORITY OF SELLER:  SELLER is a Corporation
                  duly  organized,  validly  existing and in good standing under
                  the  laws  of  the  State  of  Minnesota   which  has  elected
                  Subchapter  S status  under the U.S.  Internal  Revenue  Code.
                  SELLER is duly  qualified  or  licensed  to do  business  as a
                  foreign   corporation   and  is  in  good   standing  in  each
                  jurisdiction in which the property  owned,  leased or operated
                  by it or the nature of the business conducted by it makes such
                  qualification  necessary,  except  where the failure to obtain

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                  such  qualification  or license would not,  individually or in
                  the  aggregate,  have a Material  Adverse  Effect.  SELLER has
                  heretofore  delivered or made  available  complete and correct
                  copies  of the  certificate  of  incorporation  and  Bylaws of
                  SELLER,  the minute books, and membership  interest records of
                  SELLER  in effect as of the  CLOSING  DATE of this  AGREEMENT.
                  SELLER has all requisite  corporate  power to own its property
                  and carry on its business as presently  conducted and to enter
                  into  and  complete  the  transactions  contemplated  by  this
                  Agreement.  The  execution,  delivery and  performance of this
                  Agreement   and   the   consummation   of   the   transactions
                  contemplated  hereby have been duly authorized by the Board of
                  Directors of SELLER.

         2.       VALID AND ENFORCEABLE AGREEMENT:  This Agreement constitutes a
                  valid  and  binding   agreement  of  SELLER,   enforceable  in
                  accordance  with its terms,  except insofar as  enforceability
                  may be limited by bankruptcy,  insolvency,  reorganization  or
                  similar  laws  affecting  the rights of  creditors  generally.
                  Neither the execution  and delivery of this  Agreement nor the
                  consummation of the transactions  contemplated hereby violates
                  or conflicts with the Articles of  Incorporation or By-Laws of
                  SELLER or, any agreement or other  restriction  of any kind or
                  character  by which  SELLER  is a party,  by which  SELLER  is
                  bound, or to which any of SELLER's property is subject.

         3.       FULL DISCLOSURE:  Seller has no liabilities  (whether known or
                  unknown,  asserted  or  unasserted,  absolute  or  contingent,
                  accrued or  unaccrued),  including  any  liability  for taxes,
                  except for  liabilities  disclosed  on  Seller's  most  recent
                  monthly   balance  sheet,  or  which  would  be  so  disclosed
                  consistent with generally accepted accounting principles.

         4.       FINANCIAL STATEMENTS: SELLER has previously delivered to BUYER
                  unaudited financial  statements  ("Financial  Information") of
                  the  Business.  All  such  financial  statements  are,  in all
                  material respects,  true, accurate and complete as of the date
                  hereof and  accurately  represent  the results of the Business
                  for the periods thereof, and are consistent with the books and
                  records of the SELLER.

         5.       BUSINESS  SINCE  THE  DATES  OF  THE  FINANCIAL   INFORMATION;
                  MATERIAL  ADVERSE  CHANGE:  From the  dates  of the  Financial
                  Information  through the date of this Agreement,  the Business
                  has been conducted in the ordinary course and in substantially
                  the same  manner as it was before  the dates of the  Financial
                  Information.  Since  the dates of the  Financial  Information,
                  there has been no  material  adverse  change in the  business,
                  financial  condition,   operating  results,  assets,  employee
                  relations,  customer or  supplier  relations  or the  business
                  prospects of SELLER,  (financial  or  otherwise) or results of
                  operations of the  Business,  except as disclosed by SELLER in
                  writing prior to Closing.

         6.       UNTRUE  STATEMENTS:  No  representation  or warranty by SELLER
                  contained  in  this  Agreement  and  none  of the  information
                  provided by SELLER during the due diligence  process  contains
                  any untrue  statement  of material  fact or omits to state any

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                  fact  necessary to make the  statements  herein or therein not
                  misleading.

         7.       CONTRACTS  AND  OBLIGATIONS:  SELLER has  provided  BUYER with
                  copies  of  all  contracts  or  obligations  for  services  of
                  employees or independent contractors; outstanding contracts or
                  orders for the  purchase of services,  inventory  and supplies
                  and  all  contracts  and   obligations   relating  to  Assumed
                  Liabilities have been delivered prior to the CLOSING DATE.

         8.       DUE DILIGENCE: SELLER has successfully completed due diligence
                  on BUYER and IVDesk Holdings, Inc.; has received all necessary
                  information  from the BUYER;  and,  based  upon the  financial
                  statements and other  information  provided to SELLER by BUYER
                  and or  IVDesk  Holdings,  Inc.  and upon the  Warranties  and
                  Representations  of SELLER included herein,  is satisfied with
                  the  condition  of the BUYER and IVDesk  Holdings,  Inc.,  and
                  SELLER  agrees  to the  capitalization  status  and  plans  as
                  described herein.

         9.       OWNERSHIP: The SELLER is the record owner of all of the ASSETS
                  being sold hereunder as of the CLOSING,  has good title to all
                  of the ASSETS  and is fully  authorized  to  execute  any duly
                  constituted agreements transferring said ASSETS free and clear
                  of all claims,  liens and  encumbrances,  except those claims,
                  liens  and   encumbrances   specifically   listed  as  Assumed
                  Liabilities  in EXHIBIT B; and it shall have full legal right,
                  power and  authority  to sell,  assign and transfer all of the
                  ASSETS hereunder.

         10.      INTELLECTUAL  PROPERTY:  SELLER is duly authorized by means of
                  rights,  licenses or other authority,  to use all Intellectual
                  Property  purchased  hereunder.  SELLER has not  received  any
                  notice  with  respect  to,  or  has  any   knowledge  of,  any
                  infringement  or alleged  infringement or unlawful or improper
                  use by SELLER or any other person of any Intellectual Property
                  or other intangible property right used in connection with the
                  Business. No director,  member,  officer or employee of SELLER
                  has any interest in any  Intellectual  Property,  all of which
                  are free and clear of any liens, security interests, claims or
                  encumbrances of any kind.  SELLER has not granted any licenses
                  or  other  rights  to  any  Intellectual   Property  purchased
                  hereunder.  No  royalties  or  fees  are  payable  for  use in
                  connection with the Business for the Intellectual Property and
                  none  will  become  payable  as a result  of the  transactions
                  contemplated  hereby,  there are no defaults under any license
                  of the  Intellectual  Property,  and  except as  disclosed  by
                  SELLER,  all Intellectual  Property and licenses therefore are
                  assignable.

         11.      NO  VIOLATION;  CONSENTS  AND  APPROVALS:  The  execution  and
                  delivery  of the  transaction  documents  does  not,  and  the
                  consummation  of  the  transactions  contemplated  hereby  and
                  compliance  with the terms hereof will not conflict  with,  or
                  result in any violation of or default (or an event which, with
                  notice or lapse of time or both,  would  constitute a default)
                  under,  (a) any agreements to which SELLER is a party; (b) any
                  laws  applicable  or the property or assets of SELLER,  or (c)
                  give  rise  to  any  right  of  termination,  cancellation  or
                  acceleration under, or result in the creation of any lien upon
                  any of the  properties  of SELLER under any contracts to which

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                  SELLER is a party or by which  SELLER or any of its assets may
                  be bound. No Governmental  Approval is required to be obtained
                  or made by or with  respect to SELLER in  connection  with the
                  execution and delivery of this  AGREEMENT or the  consummation
                  of the  transactions  contemplated  hereby,  except  where the
                  failure  to  obtain  such  Governmental  Approval  would  not,
                  individually  or in the  aggregate,  have a  material  adverse
                  effect on SELLER.

         12.      LITIGATION; COMPLIANCE WITH LAWS:

                  a.       There   are:   (i)   no   claims,   actions,   suits,
                           investigations  or proceedings  pending or threatened
                           against,   relating  to  or  affecting  SELLER,   its
                           business,  its  assets,  or  any  employee,  officer,
                           director,  stockholder,  or independent contractor of
                           SELLER  in  their  capacities  as  such,  and (ii) no
                           orders of any  Governmental  Entity or arbitrator are
                           outstanding against SELLER, its business, its assets,
                           or any employee,  officer, director, interest holder,
                           or   independent   contractor   of  SELLER  in  their
                           capacities  as such, or that could prevent or enjoin,
                           or  delay  in  any  respect,   consummation   of  the
                           transactions contemplated hereby. To the knowledge of
                           SELLER,  SELLER has not been  threatened to be made a
                           party to, any legal action, claim, suit,  litigation,
                           legal,  administrative or arbitral proceeding,  labor
                           dispute,  governmental audit or formal investigation,
                           criminal  prosecution or unfair labor practice charge
                           or complaint, or is aware of any facts which may give
                           rise  to such  an  action,  in  connection  with  the
                           Business or the Assets.

                  b.       SELLER shall have  complied and is in  compliance  in
                           all material  respects  with all laws  applicable  to
                           SELLER its  business  or its  assets.  SELLER has not
                           received notice from any Governmental Entity or other
                           person of any material violation of law applicable to
                           SELLER,  its  business  or  its  assets.  SELLER  has
                           obtained  and holds  all  required  licenses  (all of
                           which  are  in  full  force  and  effect)   from  all
                           Government Entities applicable to it, its business or
                           its assets.  No violations  are or have been recorded
                           in respect of any such license and no  proceeding  is
                           pending,  or  threatened  to revoke or limit any such
                           License.

         13.      TAXES AND TAX RETURNS:  SELLER is a  Subchapter S  corporation
                  for which a valid  election under Section 1362 of the Internal
                  Revenue  Code was filed,  and such  election  has  remained in
                  effect  at all  times  thereafter.  SELLER  has  properly  and
                  accurately  completed  and duly filed in correct form with the
                  appropriate  United  States,   state  and  local  governmental
                  agencies,  all tax returns  and reports  required to be filed;
                  such returns and reports are accurate and complete; and SELLER
                  has paid in full or made adequate  provisions in its financial
                  statements for all taxes, interest, penalties, assessments, or
                  deficiencies  shown to be due on such tax  returns and reports

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                  or claimed to be due by any taxing  authority or otherwise due
                  and owing, including, without limitation, those due in respect
                  of  properties,   income,  franchises,   licenses,  sales  and
                  payrolls.  SELLER has not  executed or filed with the Internal
                  Revenue  Service or any other  taxing  authority,  domestic or
                  foreign, any agreement or other document extending,  or having
                  the  effect  of  extending,   the  period  for  assessment  or
                  collection of any taxes.  SELLER is not a party to any pending
                  action or  proceeding,  nor to the  knowledge of SELLER is any
                  such  action or  proceeding  threatened,  by any  governmental
                  authority for assessment or collection of taxes,  and no claim
                  for  assessment  or  collection  of taxes  has  been  asserted
                  against   SELLER,   nor  has  SELLER  been   notified  by  any
                  governmental  authority  that an  audit or  review  of any tax
                  matter is  contemplated.  There are no tax liens  (other  than
                  liens for taxes for current and subsequent years which are not
                  yet due and  delinquent)  upon any  properties  or  assets  of
                  SELLER,   whether  real,   personal  or  fixed,   tangible  or
                  intangible. SELLER is not a party to any tax sharing agreement
                  or arrangement.  SELLER does not have outstanding any power of
                  attorney  authorizing  any person to  represent  it before the
                  Internal  Revenue Service or before the taxing  authorities of
                  any  state or  subdivision  thereof  with  respect  to any tax
                  matter.

         14.      HISTORICAL BUSINESS:  SELLER operates at least one significant
                  historic  business  line,  and  owns at  least  a  significant
                  portion of its historic business assets, within the meaning of
                  Treas. Reg. ss.1.368-1(d).

         15.      TRANSFER  HISTORY:  In anticipation of the transaction  herein
                  described,  and in no event  subsequent  to February 16, 2012,
                  SELLER'S  SHAREHOLDERS did not have any portion of their stock
                  ownership  in SELLER  redeemed by SELLER,  and did not receive
                  any distributions (other than distributions to cover their tax
                  liability with respect to their status as shareholders of an S
                  corporation) with respect to their interests in SELLER, and no
                  third  party  related to SELLER  within the  meaning of Treas.
                  Reg.  ss.1.368-1(e)(3)(i)(B)  acquired  any  stock in  SELLER,
                  where  such  dispositions  or  acquisitions  would  reduce the
                  aggregate fair value of the assets of SELLER to be received by
                  Buyer as of the  Closing  to an  amount  less  than 50% of the
                  aggregate  fair value of such  assets  determined  immediately
                  before any such distributions or acquisitions.

         16.      ASSUMED  LIABILITIES.  The  liabilities  of SELLER  assumed by
                  BUYER or to which the  transferred  assets  are  subject  were
                  incurred  by SELLER in the  ordinary  course of its  business.
                  There  is  no  intercorporate  indebtedness  existing  between
                  SELLER and BUYER, or between SELLER and IVDesk Holdings,  Inc.
                  that was issued, acquired or settled at a discount.


         17.      SURVIVAL:  All covenants,  warranties and representations made
                  by SELLER in this  Section IV shall be true and  correct as of
                  the CLOSING DATE and shall survive the CLOSING.

                                      -10-
<PAGE>

V.       CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF THE  PARTIES:  The  Parties,
         SELLER'S SHAREHOLDERS and IVDesk Holdings,  Inc. shall, at the CLOSING,
         enter into,  and IVDesk  Holdings,  shall  adopt,  the Bylaws  attached
         hereto  as  EXHIBIT  M.  In  addition,   IVDesk  Holdings,   Inc.,  its
         shareholders,  and the  SELLER'S  SHAREHOLDERS,  shall  enter  into the
         Shareholder Agreement,  which contains restrictions on the transfer and
         resale of IVDesk  Holdings,  Inc.  common  stock,  in the form attached
         hereto as EXHIBIT N.


VI.      COVENANTS AFTER CLOSING:

         SELLER,  SELLER'S SHAREHOLDERS,  BUYER, and IVDesk Holdings, Inc. agree
         and covenant that after the CLOSING:

         1.       BUYER shall,  and SELLER'S  SHAREHOLDERS  and IVDesk Holdings,
                  Inc. shall cause Buyer to,  continue at least one  significant
                  historic  business  line,  and use a  significant  portion  of
                  SELLER's  historic  business  assets in the business of BUYER,
                  within the meaning of Treas. Reg.ss.1.368-1(d).

         2.       Seller shall not,  directly or indirectly,  grant any options,
                  warrants,  or other  rights to  purchase  or obtain any of the
                  Common Stock to be issued to Seller by IVDesk  Holdings,  Inc.
                  in the transaction  herein described,  or to sell or otherwise
                  dispose of such stock except to Seller'S shareholders.

         3.       Seller  shall not transfer the Common Stock except to Seller's
                  shareholders,  and Seller'S  Shareholders have no present plan
                  or present intent to redeem, sell or transfer such stock.

         4.       Neither IVDesk  Holdings,  Inc. or Buyer have a plan or intent
                  to redeem,  reacquire  or  facilitate a transfer of the Common
                  Stock  from,  for,  or on  behalf  of  SELLER'S  SHAREHOLDERS.
                  Neither IVDesk  Holdings,  Inc. or Buyer have a plan or intent
                  to sell or otherwise  dispose of the Assets of SELLER acquired
                  in the transaction, except in the ordinary course of business.

         5.       Seller shall timely liquidate and dissolve under Minnesota law
                  in satisfaction of IRC Section  382(a)(2)(G) and shall provide
                  written  documentation  to Buyer  and  IVDesk  Holdings,  Inc.
                  reflecting   the   commencement   of  such   liquidation   and
                  dissolution  within  30 days  after  the  Closing.  As soon as
                  reasonably  possible after Closing,  but no later than 30 days
                  after  Closing,  Seller will  distribute  the Common  Stock to
                  Seller'S Shareholders. Seller, consistent with its liquidation
                  and   dissolution,   shall  distribute  its  remaining  assets
                  consistent  with Minnesota law.  Except as necessary to engage
                  in its  liquidation  and  dissolution,  SELLER shall retain no
                  assets  upon  completion  of its  dissolution  and in no event
                  shall Seller otherwise engage in a trade or business.

         6.       BUYER, IVDesk Holdings, Inc., SELLER AND SELLER'S SHAREHOLDERS
                  agree  that no  consideration  shall be due and none  shall be
                  paid in the transaction described herein except for the Common
                  Stock.  Other  than the  Common  Stock,  no  shares,  options,

                                      -11-
<PAGE>

                  warrants, or other stock-based rights in IVDesk Holdings, Inc.
                  or Buyer shall be issued to SELLER or SELLER'S SHAREHOLDERS in
                  IVDesk

         7.       Holdings,  Inc. or BUYER in  connection  with the  transaction
                  described herein.

         8.       SELLER,  and SELLER's  SHAREHOLDER  to the extent  required by
                  law, will be responsible for (i) the  Pre-Closing  taxes of or
                  incurred  through  SELLER  and  (ii)  all  Post-Closing  taxes
                  incurred  by or  through  SELLER,  regardless  of when due and
                  payable to the  extent  such taxes are in excess of the amount
                  reserved  for taxes on SELLER's  most recent  monthly  balance
                  sheet as of the CLOSING DATE ("CLOSING  DATE BALANCE  SHEET").
                  BUYER  will  be  responsible  for  its   Post-Closing   taxes,
                  regardless of when due and payable and any  Pre-Closing  taxes
                  to the extent of the amount properly reserved for taxes on the
                  CLOSING DATE BALANCE SHEET.  Pre-Closing taxes are any and all
                  taxes  incurred on or before the CLOSING  DATE or by reason of
                  events or  transactions  coincident with or through the end of
                  the CLOSING  DATE,  including  any income taxes  incurred as a
                  result of the transaction herein described. Post-Closing taxes
                  are  taxes  incurred  after the  CLOSING  DATE or by reason of
                  events or transactions occurring after the CLOSING DATE.

         9.       SELLER's  SHAREHOLDERS  will  cause to be  prepared,  and will
                  cause to be filed when due  (including  any  extensions),  all
                  income  tax  returns of SELLER  for all  Pre-and  Post-Closing
                  Periods,  and shall remit all taxes due  thereon.  SELLER will
                  cause  all  such  returns  to  be  accurate  and  complete  in
                  accordance  with  applicable  laws and,  except  as  otherwise
                  provided  in  the  Agreement,   to  be  prepared  on  a  basis
                  consistent  with  past such  returns  filed by or on behalf of
                  SELLER  except as  otherwise  required  by law.  SELLER  shall
                  provide a copy of any such  income  tax  return  for review by
                  BUYER at least 15 days  prior to the date of  filing  any such
                  return.

                  BUYER shall  prepare or cause to be prepared and shall file or
                  cause to be filed all of its tax returns.  BUYER shall provide
                  a copy of any  income  tax  returns,  and other  material  tax
                  returns,  that include  Pre-Closing taxes for review by SELLER
                  and  SELLER's  SHAREHOLDER  at least 15 days prior to the date
                  for filing such  returns.  SELLER shall pay to BUYER within 15
                  days  after the date on which  taxes are paid with  respect to
                  such periods an amount equal to any Pre-Closing taxes shown on
                  such  returns  to the  extent  such  taxes  exceed  the amount
                  reserved for such taxes on the CLOSING DATE Balance Sheet.

         10.      After the CLOSING DATE,  BUYER and SELLER's  SHAREHOLDER  will
                  make  available to the other,  as  reasonably  requested,  all
                  information,    records   or   documents    (including   state
                  apportionment  information) relating to income tax liabilities
                  or  potential  income tax  liabilities  of or incurred  though
                  SELLER  with  respect  to Pre- or  Post-Closing  Periods.  The
                  Parties  will  take  reasonable  steps  to  preserve  all such
                  information, records and documents until the expiration of any
                  applicable statute of limitations thereof.  BUYER will prepare
                  and provide to SELLER any information or documents  reasonably
                  requested  by  SELLER  or  SELLER's  SHAREHOLDER  for  use  in

                                      -12-
<PAGE>

                  preparing  or reviewing  the SELLER's tax returns  referred to
                  above.  Notwithstanding any other provision hereof, each party
                  will bear its own  expenses in  complying  with the  foregoing
                  provisions.

         11.      Each party  will  promptly  notify  the other in writing  upon
                  receipt by such party (or any of its  affiliates) of notice of
                  any pending or threatened liabilities for Pre-Closing taxes or
                  through SELLER. BUYER will not settle or otherwise resolve any
                  Tax  Contest,  if and to the  extent it  involves  Pre-Closing
                  taxes,  without  SELLER's  SHAREHOLDER  written  consent which
                  consent, will not be unreasonably withheld.

VII.     NON-COMPETITION PROVISIONS:  During the three (3) year period following
         the CLOSING, other than as an employee, officer, director,  contractor,
         reseller, or agent of BUYER, SELLER and SELLER'S SHAREHOLDERS shall not
         directly or indirectly, either for its, his, her or its own account, or
         as a partner,  shareholder,  employee,  manager or agent of a competing
         company, own, manage, operate, control, be employed by, participate in,
         or  otherwise  be  connected  with any other  business  similar  to the
         Business,  or engage in any commercial activity in competition with any
         part of the  Company's  business as conducted at any time  herereafter.
         Neither  SELLER  nor  SELLER's  SHAREHOLDERS  will  retain,  utilize or
         disclose to any third party any records,  materials, or data related to
         the  Business   except  to  the  extent   necessary  to  satisfy  legal
         obligations of the SELLER or SELLER's  SHAREHOLDERS (i.e.,  preparation
         of income  tax  returns).  In the event any of the  provisions  of this
         Section VII. shall be determined to be invalid by reason of their scope
         or duration,  this Section VII. shall be deemed modified to such extent
         as  required  to cure the  invalidity.  In the event of a breach,  or a
         threatened breach, of this covenant,  BUYER shall be entitled to obtain
         an  injunction  restraining  the  commencement  or  continuance  or the
         breach, as well as to any other legal or equitable  remedies  permitted
         by law.

VIII.    INDEMNIFICATION:

         1.       SELLER and SELLER'S  SHAREHOLDERS  hereby agree to  indemnify,
                  defend and hold BUYER and IVDesk Holdings,  Inc. harmless from
                  and against and in respect of any and all liabilities, losses,
                  damages,  claims,  costs  and  expenses,   including,  without
                  limitation,  interest,  penalties and attorneys' fees relating
                  to:

                  a.       the  breach  of  any   representation,   warranty  or
                           covenant of SELLER or SELLER's SHAREHOLDERS contained
                           in or made pursuant to this Agreement; or

                  b.       the assertion against BUYER or IVDesk Holdings,  Inc.
                           of any  liability of SELLER or SELLER's  SHAREHOLDERS
                           not to be assumed by BUYER hereunder.

         2.       BUYER hereby agrees to  indemnify,  defend and hold SELLER and
                  SELLER'S  SHAREHOLDERS  harmless  from and in  respect  of all
                  liabilities,  losses,  damages,  claims,  costs  and  expense,

                                      -13-
<PAGE>

                  including,   without  limitation,   interest,   penalties  and
                  attorneys' fees relating to:

                  a.       the  breach  of  any   representation,   warranty  or
                           covenant by BUYER  contained  in or made  pursuant to
                           this Agreement; or

                  b.       the failure of BUYER to pay, discharge or perform any
                           of the liabilities assumed by BUYER hereunder.

IX.      EMPLOYEES:

         At  least  one  day  prior  to the  Closing  date,  BUYER  shall  offer
         employment to each employee of SELLER; and subject to the Closing, such
         employment  will be effective on the day  following  the Closing  Date.
         BUYER is not  assuming  any  liabilities  with  respect to any employee
         benefit plans (i.e.,  any and all pension or welfare benefit  programs,
         payroll  practices,  fringe  benefits,  or other  plans,  arrangements,
         agreements and  understandings  for  employees,  groups of employees or
         specific  individual  employees  to which  Seller  contributes  or is a
         party,  by which  Seller  may be bound or under  which  Seller may have
         liability,  other than benefits  required by applicable law) maintained
         by SELLER prior to the CLOSING.

X.       OTHER TERMS:

         1.       HEADINGS:  The headings  contained in this  AGREEMENT  are for
                  reference  purposes  only and shall not in any way  affect the
                  meaning or interpretation of this AGREEMENT.

         2.       TRANSFER  OF  ASSETS:  SELLER'S  Shareholders  agree to assist
                  BUYER in the orderly  transfer of the ASSETS.  Shareholders of
                  the SELLER and BUYER shall, as of the Closing Date, enter into
                  Employment  Agreements  substantially  in  the  form  attached
                  hereto as  EXHIBITS J and K.  Shareholders  of the SELLER also
                  agree to use their  best  efforts  to  implement  the  orderly
                  transfer of SELLER'S employees to BUYER and for such employees
                  to execute employee contracts with same.

         3.       AMENDMENTS:   This  AGREEMENT  may  be  amended,  modified  or
                  supplemented,  and waivers or consents to departures  from the
                  provisions hereof may be given,  provided that the same are in
                  writing and signed by or on behalf of both PARTIES.

         4.       BROKERAGE:  Neither  BUYER,  SELLER  nor the  Shareholders  of
                  either of them have engaged any broker,  finder, agent, banker
                  or third  party,  nor have any of them  otherwise  dealt  with
                  anyone purporting to act in the capacity of a finder or broker
                  in connection with the transactions  contemplated  hereby that
                  have payment methods related to commissions,  finder's fees or
                  like charges. There are no outstanding  commissions,  finder's
                  fees  or  other  similar  charges  that  have  been or will be
                  incurred by BUYER,  SELLER,  or any of their  Shareholders  in

                                      -14-
<PAGE>

                  connection  with the execution and delivery of this  Agreement
                  or the consummation of the transactions contemplated hereby.

         5.       EXPENSES: Each of the PARTIES to this AGREEMENT shall pay that
                  party's own expenses  incurred  regarding this transaction and
                  AGREEMENT,  including, without limitation,  accounting, taxes,
                  and legal fees.

         6.       ENTIRE  AGREEMENT:  The  parties  agree  that  this  Agreement
                  contains the entire agreement of the parties and that no prior
                  understanding,   written  or  oral,   statement,   promise  or
                  inducement made by any party which is not contained  herein or
                  in the exhibits  attached  hereto,  or in the other agreements
                  contemplated  herein  shall  be  valid  or  binding;  and this
                  Agreement shall not be modified, altered, or amended except in
                  writing  signed by the parties  hereto and made a part of this
                  Agreement.

         7.       LEGAL  CONDITIONS:  The  PARTIES  shall  take  all  reasonable
                  actions   necessary   to  comply   promptly   with  all  legal
                  requirements  which may be imposed  with respect to this Asset
                  Purchase  and  will  promptly   cooperate   with  and  furnish
                  information  to  each  other  in  connection   with  any  such
                  requirements  imposed  upon  any  of  them  or  any  of  their
                  Subsidiaries in connection with the Acquisition.

         8.       TAX MATTERS:  Notwithstanding that it is the express intention
                  of the PARTIES hereto that this acquisition shall constitute a
                  tax free acquisition pursuant to Section 368 (a)(1)(C) and (D)
                  where  relevant,  and/or  Section 351 of the Internal  Revenue
                  Code, but no representation is made that this is a non-taxable
                  transaction.

         9.       INTEGRATION: The PARTIES acknowledge and agree that the ASSETS
                  and ASSUMED LIABILITIES  acquired by the BUYER as described in
                  this  AGREEMENT  shall be  integrated  into  IVDesk  Holdings,
                  Inc.'s wholly owned subsidiary,  IVDesk Minnesota,  Inc., as a
                  self-standing,  fully operating business. The PARTIES agree to
                  implement  this  integration as by using their best efforts to
                  accomplish  such  integration.  If there  shall be a  default,
                  non-performance  or breach of any of the same,  or  obligation
                  existing  after notice of such default in accordance  with the
                  terms of this AGREEMENT, non-performance or breach is given to
                  the party  committing  the same,  the same shall  constitute a
                  material breach of all obligations and all of such agreements,
                  documents, obligations and transactions entitling either party
                  to pursue  any or all  available  legal  remedies  of law,  in
                  equity or by any of such  agreements.  All  remedies  shall be
                  cumulative  by choice of either  party and the exercise of any
                  one or more  remedies  shall not preclude or prevent the later
                  exercise of any other remedies from time-to-time.

         10.      SUCCESSORS AND ASSIGNS: The provisions of this AGREEMENT shall
                  be binding upon and inure to the benefit of the PARTIES hereto
                  and their  respective  successors  and assigns,  provided that
                  neither of the PARTIES  shall  assign,  delegate or  otherwise
                  transfer any of its rights or obligations under this AGREEMENT
                  without the written consent of the other party hereto.

                                      -15-
<PAGE>

         11.      GOVERNING LAW: This AGREEMENT shall be construed in accordance
                  with and governed by the law of the State of Minnesota without
                  regard to principles of conflict of laws.

         12.      NOTICES: All notices, requests and other communications to any
                  party hereunder shall be in writing (including telecopy, telex
                  or similar  writing)  and shall be deemed  given or made as of
                  the date  delivered,  if delivered  personally  or by telecopy
                  (provided  that  delivery  by  telecopy  shall be  followed by
                  delivery  of  an  additional  copy  personally,   by  mail  or
                  overnight courier), one day after being delivered by overnight
                  courier or three  days after  being  mailed by  registered  or
                  certified mail (postage prepaid, return receipt requested), to
                  the PARTIES at the  current  formal  address of the party.  On
                  CLOSING DATE the formal addresses shall be:

                  AS TO SELLER:              FOCUSED SOLUTIONS CONSULTING, INC.
                                             2007 Forest Drive W.
                                             Richfield, Minnesota 55423

                                             Attn:  William E. Sorenson, CEO

                  AS TO BUYER and IVDESK HOLDINGS, INC.

                                             1509 Marshall Street NE
                                             Minneapolis, Minnesota 55413

                                             Attn:  Larry D. Ingwersen, Director

         13.      SEVERABILITY:  If any  provision  herein  shall be  deemed  or
                  declared  unenforceable,  invalid or void,  the same shall not
                  impair any of the other  provisions  contained  herein,  which
                  shall be enforced in accordance with the respective terms.

         14.      COUNTERPARTS: This AGREEMENT may be executed simultaneously in
                  one or more  counterparts,  each of which  shall be  deemed an
                  original,  but all of which shall  constitute  but one and the
                  same instrument.

         IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT to be
duly executed the day and year first above written.

SELLER:                                        SELLER'S SHAREHOLDERS:
FOCUSED SOLUTIONS CONSULTING, INC.,
A MINNESOTA CORPORATION


By__________________________________           ________________________________
         William E. Sorenson                   William E. Sorenson
         Its Chief Executive Officer


                                      -16-
<PAGE>

By__________________________________           ________________________________
         James J. Polakowski                   James J. Polakowski
         Its President and
         Chief Operating Officer

BUYER:
IVDESK MINNESOTA, INC.                         IVDESK HOLDINGS, INC.
A MINNESOTA CORPORATION                        A MINNESOTA CORPORATION


By__________________________________           By______________________________
         Larry D. Ingwersen, Director            Larry D. Ingwersen, Director








































                                      -17-