Unassociated Document


    
      
        
          

          

        



        ASSETS
          PURCHASE AGREEMENT 

        


        


        by
          and among

        


        FUSION
          TELECOMMUNICATIONS INTERNATIONAL, INC.;

        


        FUSION
          VOIP ACQUISITION CORP.;

        


        iFREEDOM
          COMMUNICATIONS INTERNATIONAL HOLDINGS, LIMITED;

        


        IFREEDOM
          COMMUNICATIONS CORPORATION;

        


        IFREEDOM
          COMMUNICATIONS (MALAYSIA) Sdn. Bhd.;

        


        IFREEDOM
          COMMUNICATIONS, INC.;

        


        iFREEDOM
          COMMUNICATIONS HONG KONG LIMITED;

        


        iFREEDOM
          UK, LTD.

        


        and

        


        TIMOTHY
          RINGGENBERG; SETH RINGGENBERG; LINDA RINGGENBERG; and EDWARD J.
          WEAVER.

        


        


        


        Dated
          as of November 14, 2005

        


        
          
            

            
              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        


        TABLE
          OF CONTENTS

        

          
            
              	 	 	
                      Page

                    	 
	 	 	 	 
	ARTICLE
                      I
                      DEFINITIONS AND CONSTRUCTION	 	
                      1

                    	 
	
                      1.1     Certain
                        Definitions

                    	
                       

                    	
                      1

                    	
                       

                    
	
                      1.2     Additional
                        Definitions

                    	
                       

                    	
                      6

                    	
                       

                    
	
                      1.3     Terms
                        Generally

                    	
                       

                    	
                      6

                    	
                       

                    
	 	 	 	 
	ARTICLE
                      II PURCHASE
                      AND SALE	 	
                      7

                    	 
	
                      2.1     Agreement
                        to
                        Sell

                    	
                       

                    	
                      7

                    	
                       

                    
	
                      2.2     Included
                        Assets

                    	
                       

                    	
                      7

                    	
                       

                    
	
                      2.3     Excluded
                        Assets

                    	
                       

                    	
                      8

                    	
                       

                    
	
                      2.4     The
                        Purchase Price, Payment

                    	
                       

                    	
                      8

                    	
                       

                    
	
                      2.5     Post
                        Closing Adjustments

                    	
                       

                    	
                      9

                    	
                       

                    
	
                      2.6     No
                        Assumption of Liabilities

                    	
                       

                    	
                      9

                    	
                       

                    
	
                      2.7     Allocation
                        of
                        Purchase Price

                    	
                       

                    	
                      10

                    	
                       

                    
	
                      2.8     Right
                        to Setoff and Adjustment

                    	
                       

                    	
                      10

                    	
                       

                    
	 	 	 	 
	ARTICLE
                      III
                      CLOSING	 	
                      10

                    	 
	
                      3.1     Closing

                    	
                       

                    	
                      10

                    	
                       

                    
	
                      3.2     Items
                        to be Delivered at Closing

                    	
                       

                    	
                      10

                    	
                       

                    
	
                      3.3     Third
                        Party Consents

                    	
                       

                    	
                      11

                    	
                       

                    
	
                      3.4     Further
                        Assurances

                    	
                       

                    	
                      12

                    	
                       

                    
	 	 	 	 
	ARTICLE
                      IV
                      REPRESENTATIONS AND WARRANTIES OF THE COMPANY,THE SUBSIDIARIES
                      AND THE
                      COMPANY SHAREHOLDERS	 	
                      12

                    	 
	
                      4.1     Organization
                        and Qualification

                    	
                       

                    	
                      12

                    	
                       

                    
	
                      4.2     Authorization
                        and Validity of Agreement

                    	
                       

                    	
                      12

                    	
                       

                    
	
                      4.3     Capitalization.

                    	
                       

                    	
                      13

                    	
                       

                    
	
                      4.4     Financial
                        Statements

                    	
                       

                    	
                      14

                    	
                       

                    
	
                      4.5     Absence
                        of Undisclosed Liabilities

                    	
                       

                    	
                      14

                    	
                       

                    
	
                      4.6     No
                        Material Adverse Change

                    	
                       

                    	
                      15

                    	
                       

                    
	
                      4.7     Accounts
                        and
                        Notes Receivable

                    	
                       

                    	
                      16

                    	
                       

                    
	
                      4.8     Tax
                        Matters

                    	
                       

                    	
                      16

                    	
                       

                    
	
                      4.9     No
                        Approvals or Notices Required; No Conflict with
                        Instruments

                    	
                       

                    	
                      17

                    	
                       

                    
	
                      4.10     Subsidiaries
                        and Affiliates; Investment Securities

                    	
                       

                    	
                      17

                    	
                       

                    
	
                      4.11     Legal
                        Proceedings

                    	
                       

                    	
                      19

                    	
                       

                    
	
                      4.12     Licenses;
                        Compliance with Regulatory Requirements

                    	
                       

                    	
                      20

                    	
                       

                    
	
                      4.13     Brokers
                        or Finders

                    	
                       

                    	
                      21

                    	
                       

                    


            

             

            
              
                
                

              

              
                i

                
                  

                

              

              
                
                

              

            

             

            
              
                	
                        4.14     Certain
                          Agreements, Affiliate Transactions and Insurance

                      	
                         

                      	
                        21

                      	
                         

                      
	
                        4.15    
                          Real
                          Estate

                      	
                         

                      	
                        23

                      	
                         

                      
	
                        4.16     Intellectual
                          Property

                      	
                         

                      	
                        23

                      	
                         

                      
	
                        4.17     Title
                          to Assets; Liens

                      	
                         

                      	
                        24

                      	
                         

                      
	
                        4.18     Employees
                          and
                          Consultants

                      	
                         

                      	
                        24

                      	
                         

                      
	
                        4.19     Insurance

                      	
                         

                      	
                        24

                      	
                         

                      
	
                        4.20     Banks,
                          Brokers, and Proxies

                      	
                         

                      	
                        25

                      	
                         

                      
	
                        4.21     Fusion
                          Commission Flings

                      	
                         

                      	
                        25

                      	
                         

                      
	
                        4.22     Restricted
                          Securities

                      	
                         

                      	
                        25

                      	
                         

                      
	
                        4.23    
                          Legends

                      	
                         

                      	
                        26

                      	
                         

                      
	
                        4.24     Solvency

                      	
                         

                      	
                        26

                      	
                         

                      
	
                        4.25     Provided
                          Information

                      	
                         

                      	
                        26

                      	
                         

                      
	
                        4.26     Full
                          Disclosure

                      	
                         

                      	
                        27

                      	
                         

                      
	
                        4.27     Survival

                      	
                         

                      	
                        27

                      	
                         

                      
	 	 	 	 
	ARTICLE
                        V
                        REPRESENTATIONS AND WARRANTIES OF FUSION	 	
                        27

                      	 
	
                        5.1     Organization
                          and Qualification

                      	
                         

                      	
                        27

                      	
                         

                      
	
                        5.2     Authorization
                          and Validity of Agreement; Fusion Common Stock

                      	
                         

                      	
                        28

                      	
                         

                      
	
                        5.3     Recommendation
                          of the Parent Board

                      	
                         

                      	
                        28

                      	
                         

                      
	 	 	 	 
	ARTICLE
                        VI
                        ADDITIONAL COVENANTS AND AGREEMENTS	 	
                        28

                      	 
	
                        6.1     Access
                          to Information Concerning Properties and Records

                      	
                         

                      	
                        28

                      	
                         

                      
	
                        6.2     Confidentiality

                      	
                         

                      	
                        29

                      	
                         

                      
	
                        6.3     Conduct
                          of the Company's Business Pending the Effective Time

                      	
                         

                      	
                        30

                      	
                         

                      
	
                        6.4     Undertakings

                      	
                         

                      	
                        31

                      	
                         

                      
	 	 	 	 
	ARTICLE
                        VII
                        INDEMNIFICATION	 	
                        32

                      	 
	
                        7.1     Indemnification
                          by the Company, each Subsidiary and the Company
                          Shareholders

                      	
                         

                      	
                        32

                      	
                         

                      
	
                        7.2     Payment
                          of Indemnification Obligation

                      	
                         

                      	
                        33

                      	
                         

                      
	
                        7.3     Other
                          Rights and Remedies Not Affected

                      	
                         

                      	
                        34

                      	
                         

                      
	
                        7.4     Survival

                      	
                         

                      	
                        34

                      	
                         

                      
	 	 	 	 
	ARTICLE
                        VIII
                        CONDITIONS PRECEDENT	 	
                        34

                      	 
	
                        8.1     Conditions
                          Precedent to the Obligations of Fusion and Parent and the
                          Company

                      	
                         

                      	
                        34

                      	
                         

                      
	
                        8.2     Conditions
                          Precedent to the Obligations of Fusion and Parent

                      	
                         

                      	
                        34

                      	
                         

                      
	
                        8.3     Conditions
                          Precedent to the Obligations of the Company, each Subsidiary
                          and the
                          Company Shareholders 40

                      	
                         

                      	 	 
	 	 	 	 
	ARTICLE
                        IX
                        TERMINATION	 	 41	 
	
                        9.1     Termination
                          by
                          either Fusion or the Company

                      	
                         

                      	
                        41

                      	
                         

                      
	
                        9.2     Effect
                          of Termination and Abandonment

                      	
                         

                      	
                        41

                      	
                         

                      


              

               

              
                
                  
                  

                

                
                  ii

                  
                    

                  

                

                
                  
                  

                

              

              
                	 	 	 	 
	ARTICLE
                        X
                        MISCELLANEOUS	 	41	 
	
                        10.1     No
                          Waiver, Survival of Representations, Warranties, Covenants
                          and
                          Agreements

                      	
                         

                      	
                        41

                      	
                         

                      
	
                        10.2     Expenses

                      	
                         

                      	
                        42

                      	
                         

                      
	
                        10.3     Remedy

                      	
                         

                      	
                        42

                      	
                         

                      
	
                        10.4     Notices

                      	
                         

                      	
                        42

                      	
                         

                      
	
                        10.5     Entire
                          Agreement

                      	
                         

                      	
                        44

                      	
                         

                      
	
                        10.6     Assignment;
                          Binding Effect; Benefit

                      	
                         

                      	
                        44

                      	
                         

                      
	
                        10.7     Amendment

                      	
                         

                      	
                        44

                      	
                         

                      
	
                        10.8     Headings

                      	
                         

                      	
                        44

                      	
                         

                      
	
                        10.9     Counterparts

                      	
                         

                      	
                        44

                      	
                         

                      
	
                        10.10    Governing
                          Law
                          and Venue; Waiver of Jury Trial

                      	
                         

                      	
                        44

                      	
                         

                      
	
                        10.11    Joint Participation
                          in Drafting this Agreement

                      	
                         

                      	
                        45

                      	
                         

                      
	
                        10.12    Severability

                      	
                         

                      	
                        45

                      	
                         

                      
	
                        10.13    Enforcement

                      	
                         

                      	
                        46

                      	
                         

                      
	
                        10.14    Attorneys'
                          Fees and Costs

                      	
                         

                      	
                        46

                      	
                         

                      
	
                        10.15    Representation
                          by
                          Counsel

                      	
                         

                      	
                        46

                      	
                         

                      


              

            

          

          
EXHIBITS

        

        


        Exhibit
          A
          Escrow Agreement

        Exhibit
          B
          Lock-Up Agreement

        Exhibit
          C
          Employment Agreement

        Exhibit
          D
          Employee Letter

        Exhibit
          E Form
          of
          VOIC Independent Marketing Agreement

        


        SCHEDULES


        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

            
            

          

        


        ASSETS
          PURCHASE AGREEMENT

         

        THIS
          ASSETS PURCHASE
          (this
“Agreement”)
          is
          made this 14th
          day of
          November, 2005, (the “Effective
          Date”)
          by and
          among Fusion
          Telecommunications International, Inc.,
          a
          corporation organized under the laws of the State of Delaware (“Parent”);
          Fusion
          VOIP Acquisition Corp.,
          a
          corporation organized under the laws of the State of Delaware (“Fusion”);
          iFreedom
          Communications International Holdings, Limited,
          a
          corporation organized under the laws of Hong Kong (the “Company”);
          IFreedom
          Communications Corporation,
          a
          company organized under the laws of the Philippines (“Philippines”);
          IFreedom
          Communications (Malaysia) Sdn. Bhd., a
          corporation organized under the laws of Malaysia (“Malaysia”);
          IFreedom
          Communications, Inc., a
          corporation organized under the laws of the State of Delaware (“U.S.”),
          iFreedom
          Communications Hong Kong Limited, a
          corporation organized under the laws of Hong Kong (“Hong
          Kong”);
          iFreedom
          UK, Ltd.,
          a
          corporation organized under the laws of the United Kingdom (“UK”)
          (Philippines, Malaysia, U.S., Hong Kong and UK each a “Subsidiary” and
          collectively the “Subsidiaries”) and Timothy
          Ringgenberg; Seth Ringgenberg; Linda Ringgenberg and
          Edward J. Weaver (each
          a
“Company Shareholder” and collectively, the “Company Shareholders”).

        


        WHEREAS,
          the
          parties are entering into this Agreement to provide for the terms and conditions
          upon which Parent, through Fusion, will purchase certain assets and business
          operations of the Company and its Subsidiaries that comprise the Company’s VoIP
          business all as more fully described herein (the “Assets”); and,

         

        WHEREAS,
          the
          Company Shareholders, in order to induce Fusion and Parent to enter into
          this
          Agreement, are parties to this Agreement. 

         

        NOW,
          THEREFORE,
          in
          consideration of the premises and of the mutual covenants, representations,
          warranties and agreements contained herein, the parties hereto agree as
          follows:

         

        ARTICLE
          I


         

        DEFINITIONS
          AND CONSTRUCTION

         

        1.1   Certain
          Definitions.
          As used
          in this Agreement, the following terms shall have the following meanings
          unless
          the context otherwise requires:

         

        An
          “Affiliate”
          of any
          Person shall mean any other Person which, directly or indirectly, controls
          or is
          controlled by or is under common control with such Person. A Person shall
          be
          deemed to “control,” be “controlled by” or be “under common control with” any
          other Person if such other Person possesses, directly or indirectly, power
          to
          direct or cause the direction of the management or policies of such Person
          whether through the ownership of voting securities or partnership interests,
          by
          contract or otherwise. Notwithstanding the foregoing, for purposes of this
          Agreement, neither the Company nor any of its Affiliates shall be deemed
          to be
          an Affiliate of Parent or Fusion, any Controlling Party of Parent or Fusion
          or
          any of their respective Affiliates, and none of Parent or Fusion, any
          Controlling Party of Parent or Fusion nor any of their respective Affiliates
          shall be deemed to be an Affiliate of the Company or any of its other
          Affiliates.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        “Agreement”
          shall
          mean this Assets Purchase Agreement, including all Exhibits and Schedules
          hereto.

         

        “Business”
          shall
          mean the VoIP business engaged in by the Company and its
          Subsidiaries.

         

        “Cash
          Payment”
          shall
          mean the payment to be made to the Company pursuant to Section 2.4(a)(ii)
          hereof.

         

        “Change
          of Control”
          shall
          mean any (i) change in the direct or indirect record or beneficial ownership
          of
          50% or more of any of the equity securities of the Company or any of its
          Subsidiaries, (ii) merger, consolidation, statutory share exchange or other
          transaction involving the Company or any of its Subsidiaries or (iii) change
          in
          the composition of the board of directors or other governing body of the
          Company
          or any of its Subsidiaries.

         

        “Change
          of Control Covenant”
          shall
          mean any covenant, agreement or other provision pursuant to which the occurrence
          or existence of a Change of Control would result in a violation or breach
          of,
          constitute (with or without due notice or lapse of time or both) or permit
          any
          Person to declare a default or event of default under, give rise to any
          right of
          termination, cancellation, amendment, acceleration, repurchase, prepayment
          or
          repayment or to increased payments under, give rise to or accelerate any
          material obligation (including any obligation to, or to offer to, repurchase,
          prepay, repay or make increased payments) or result in the loss or modification
          of any material right or benefit under, or result in any Restriction or
          give any
          Person the right to obtain any Restriction on any capital stock or other
          securities or ownership interests pursuant to, or result in any Lien or
          give any
          Person the right to obtain any Lien on any material asset pursuant to,
          any
          Contract to which the Company or any of its Subsidiaries is or becomes
          a party
          or to which the Company or any of its Subsidiaries or any of their respective
          assets are or become subject or bound.

         

        “Closing”
          shall
          mean the consummation of the transactions contemplated by this
          Agreement.

         

        “Closing
          Date”
          shall
          mean the date on which the Closing occurs pursuant to Section 3.

         

        “Commission”
          shall
          mean the Securities and Exchange Commission and the staff of the Securities
          and
          Exchange Commission.

         

        “Company
          Common Stock”
          shall
          mean the common stock of the Company.

         

        “Company
          Material Adverse Effect”
          shall
          mean (A) a Material Adverse Effect (i) on the Company or its Subsidiaries
          taken
          as a whole, or (B) a material adverse effect on the ability of the Company
          to
          perform its obligations under, and to consummate the transactions contemplated
          by, this Agreement; it being acknowledged that any adverse effect of $2,500
          or
          more on the Company or any of its Subsidiaries shall in any event be deemed
          a
          Company Material Adverse Effect.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

           

        

        “Company
          Shareholders”
          shall
          mean Timothy Ringgenberg; Seth Ringgenberg; Linda Ringgenberg and Edward
          J.
          Weaver, the
          shareholders of the Company who are parties to this Agreement.

         

        “Contract”
          shall
          mean any note, bond, indenture, mortgage, deed of trust, lease, franchise,
          permit, authorization, license, contract, instrument, employee benefit
          plan or
          practice, or other agreement, obligation, commitment, arrangement or concession
          of any nature whatsoever, oral or written.

         

        “Control”
          (including the terms “controlling,”“controlled by” and “under common control
          with”) shall have the meaning given to such term in Rule 405 under the
          Securities Act.

         

        A
          “Controlling
          Party”
          of any
          Person shall mean any other Person which, directly or indirectly, Controls
          such
          Person.

         

        An
          “Equity
          Affiliate”
          of any
          Person shall mean any other Person in which the first Person directly or
          indirectly through a Subsidiary owns an investment accounted for by the
          equity
          method within the meaning of GAAP.

         

        “Escrow
          Agent”
          shall
          mean Heitz & Associates, P.C., a New York Professional
          Corporation.

         

        “Escrow
          Agreement”
          shall
          mean the Escrow Agreement attached hereto as Exhibit A to be entered into
          by the
          Company, the Company Shareholders and the Escrow Agent.

         

        “Fusion
          Common Stock”
          shall
          mean the unregistered common shares par value $.01 per share of Parent,
          to be
          issued to the Company, subject to the terms and conditions of this Agreement,
          pursuant to Section 2.4(a)(i) hereof, subject to post Closing
          adjustments.

         

        “GAAP”
          shall
          mean generally accepted accounting principles as accepted by the accounting
          profession in the United States as in effect from time to time.

         

        “Governmental
          Entity”
          shall
          mean any court, arbitrator, administrative or other governmental department,
          agency, commission, authority or instrumentality, domestic or foreign.
          

         

        “Indebtedness”
          shall
          mean, with respect to any Person, without duplication (whether or not the
          recourse of the lender is to the whole of the assets of such Person or
          only to a
          portion thereof), (i) every liability of such Person (excluding intercompany
          accounts between the Company and any wholly owned Subsidiary of the Company
          or
          between wholly owned Subsidiaries of the Company) (A) for borrowed money,
          (B)
          evidenced by notes, bonds, debentures or other similar instruments (whether
          or
          not negotiable), (C) for reimbursement of amounts drawn under letters of
          credit,
          bankers’ acceptances or similar facilities issued for the account of such
          Person, (D) issued or assumed as the deferred purchase price of property
          or
          services (excluding accounts payable) or (E) relating to a capitalized
          lease
          obligation and all debt attributable to sale/leaseback transactions of
          such
          Person; and (ii) every liability of others of the kind described in the
          preceding clause (i) that such Person has guaranteed or which is otherwise
          its
          legal liability.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

           

        

        “Intellectual
          Property”
          shall
          mean all domestic or foreign rights in, to and concerning: (i) inventions
          and
          discoveries (whether patented, patentable or unpatentable and whether or
          not
          reduced to practice), including ideas, research and techniques, technical
          designs, and specifications (written or otherwise), improvements, modifications,
          adaptations, and derivations thereto, and patents, patent applications,
          inventor’s certificates, and patent disclosures, together with divisions,
          continuations, continuations-in-part, revisions, reissuances and reexaminations
          thereof; (ii) trademarks, service marks, brand names, certification marks,
          collective marks, d/b/a’s, trade dress, logos, symbols, trade names, assumed
          names, fictitious names, corporate names and other indications or indicia
          of
          origin, including translations, adaptations, derivations, modifications,
          combinations and renewals thereof; (iii) published and unpublished works
          of
          authorship, whether copyrightable or not (including databases and other
          compilations of data or information), copyrights therein and thereto, moral
          rights, and rights equivalent thereto, including but not limited to, the
          rights
          of attribution, assignation and integrity; (iv) trade secrets, confidential
          and/or proprietary information (including ideas, research and development,
          know-how, formulas, compositions, manufacturing and production processes
          and
          techniques, technical data, schematics, designs, discoveries, drawings,
          prototypes, specifications, hardware configurations, customer and supplier
          lists, financial information, pricing and cost information, financial
          projections, and business and marketing methods plans and proposals),
          collectively “Trade Secrets”; (v) computer software, including programs,
          applications, source and object code, data bases, data, models, algorithms,
          flowcharts, tables and documentation related to the foregoing; (vi) other
          similar tangible or intangible intellectual property or proprietary rights,
          information and technology and copies and tangible embodiments thereof
          (in
          whatever form or medium); (vii) all applications to register, registrations,
          restorations, reversions and renewals or extensions of the foregoing; (viii)
          Internet domain names; and (ix) all the goodwill associated with each of
          the
          foregoing and symbolized thereby; and (x) all other intellectual property
          or
          proprietary rights and claims or causes of action arising out of or related
          to
          any infringement, misappropriation or other violation of any of the foregoing,
          including rights to recover for past, present and future violations
          thereof.

         

        “Legal
          Proceeding”
          shall
          mean any private or governmental action, suit, complaint, arbitration,
          mediation, legal or administrative proceeding or investigation pending
          or
          threatened, whether prior to or post closing and whether or not a contingent
          liability.

         

        “Lien”
          shall
          mean any security interest, mortgage, pledge, hypothecation, charge, claim,
          option, right to acquire, adverse interest, assignment, deposit arrangement,
          encumbrance, restriction, lien (statutory or other), or preference, priority
          or
          other security agreement or preferential arrangement of any kind or nature
          whatsoever (including any conditional sale or other title retention agreement,
          any financing lease involving substantially the same economic effect as
          any of
          the foregoing, and the filing of any financing statement under the Uniform
          Commercial Code or comparable law of any jurisdiction).

         

        “Lock-up
          Agreement”
          shall
          mean the Lock-up Agreement attached hereto as Exhibit “B”.

         

        “Material
          Adverse Effect”
          on any
          Person shall mean any circumstance, change or effect that is or could reasonably
          be expected to be materially adverse to the business, assets, liabilities,
          obligations, financial condition, results of operations or prospects of
          such
          Person.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

           

        

        “Material
          Contract”
          shall
          mean any contract involving the sum of $2,500 or more singly or in the
          aggregate
          if related.

         

        “Person”
          shall
          mean an individual, partnership, corporation, limited liability company,
          trust,
          unincorporated organization, association, or joint venture or a government,
          agency, political subdivision, or instrumentality thereof.

         

        “Related
          Agreements”
          shall
          mean the Lock-up Agreement, Escrow Agreement, Employment Agreements, Employee
          Letter and VOIC Agreement

         

        “Restriction,”
          with
          respect to any capital stock or other security, shall mean any voting or
          other
          trust or agreement, option, warrant, escrow arrangement, proxy, buy-sell
          agreement, power of attorney or other Contract, or any law, rule, regulation,
          order, judgment or decree which, conditionally or unconditionally: (i)
          grants to
          any Person the right to purchase or otherwise acquire, or obligates any
          Person
          to purchase or sell or otherwise acquire, dispose of or issue, or otherwise
          results in or, whether upon the occurrence of any event or with notice
          or lapse
          of time or both or otherwise, may result in, any Person acquiring, (A)
          any of
          such capital stock or other security; (B) any of the proceeds of, or any
          distributions paid or which are or may become payable with respect to,
          any of
          such capital stock or other security; or (C) any interest in such capital
          stock
          or other security or any such proceeds or distributions; (ii) restricts
          or,
          whether upon the occurrence of any event or with notice or lapse of time
          or both
          or otherwise, may restrict the transfer or voting of, or the exercise of
          any
          rights or the enjoyment of any benefits arising by reason of ownership
          of, any
          such capital stock or other security or any such proceeds or distributions;
          or
          (iii) creates or, whether upon the occurrence of any event or with notice
          or
          lapse of time or both or otherwise, may create a Lien or purported Lien
          affecting such capital stock or other security, proceeds or
          distributions.

         

        “Securities
          Act”
          shall
          mean the Securities Act of 1933, as amended, and the rules and regulations
          thereunder.

         

        “Significant
          Party”
          shall
          mean those Persons listed on Schedule 1.1 and any Affiliate of any such
          Person.

         

        “Significant
          Party Contract”
          shall
          mean any Contract between the Company and/or any of its Subsidiaries on
          the one
          hand, and any Significant Party, on the other hand.

         

        “Specified
          Contract”
          shall
          mean (i) any Significant Party Contract, (ii) any Company Investment Agreement,
          and (iii) any Contract of the type described in clauses (iv) and (v) of
          Section
          4.14(a). 

         

        “Subsidiary,”
          when
          used with respect to any Person, shall mean any corporation or other
          organization, whether incorporated or unincorporated, of which such Person
          or
          any other Subsidiary of such Person is a general partner or at least 50%
          of the
          securities or other interests having by their terms ordinary voting power
          to
          elect at least 50% of the Board of Directors or others performing similar
          functions with respect to such corporation or other organization is directly
          or
          indirectly owned or controlled by such Person, by any one or more of its
          Subsidiaries, or by such Person and one or more of its Subsidiaries. For
          purposes of this Agreement, Philippines and Malaysia and their respective
          Subsidiaries shall each be deemed Subsidiaries of the Company regardless
          of
          whether they would otherwise be considered a Subsidiary of the Company
          under
          this definition. U.S., Hong Kong, and UK are also deemed a Subsidiary under
          this
          definition.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

           

        

        “Tax”
          or
“Taxes”
          shall
          mean (i) any and all federal, state, local and foreign taxes and other
          assessments, governmental charges, regulatory fees, duties, fees, levies,
          impositions and liabilities in the nature of a tax, including taxes based
          upon
          or measured by gross receipts, income, profits, sales, use and occupation,
          and
          value added, ad valorem, transfer, franchise, withholding, payroll, recapture,
          employment, excise and property taxes and (ii) all interest, penalties
          and
          additions imposed with respect to such amounts in clause (i).

         

        “Tax
          Return”
          shall
          mean a report, return or other information required to be supplied to or
          filed
          with a Governmental Entity with respect to any Tax including an information
          return, claim for refund, amended Tax return or declaration of estimated
          Tax.

         

        “VoIP”
          shall
          mean voice over Internet protocol.

         

        “Wholly
          Owned Subsidiary”
          shall
          mean, as to any Person, a Subsidiary of such person 100% of the equity
          and
          voting interest in which is owned, directly or indirectly, by such Person,
          including rights to acquire equity and voting interest..

         

        1.2   Additional
          Definitions.

         

        Additional
          terms have the meaning ascribed thereto in the Section
          where
          they are set forth. 

         

        1.3   Terms
          Generally.
          

         

        The
          definitions set forth or referenced in Sections 1.1 and 1.2 shall apply
          equally
          to both the singular and plural forms of the terms defined. Whenever the
          context
          may require, any pronoun shall include the corresponding masculine, feminine
          and
          neuter forms. The words “include”, “includes” and “including” shall be deemed to
          be followed by the phrase “without limitation”. The words “herein”, “hereof” and
“hereunder” and words of similar import refer to this Agreement (including the
          Exhibits and Schedules) in its entirety and not to any part hereof unless
          the
          context shall otherwise require. As used herein, the phrase “to the Company’s
          knowledge”, or any similar phrase or term relating to the knowledge of the
          Company means the actual knowledge, after reasonable inquiry, of any of
          the
          officers or directors of the Company. “Reasonable inquiry” shall mean
          communication by any of the officers or directors of the Company to the
          officers
          and field personnel of the Company and its Subsidiaries with direct
          responsibility for the matter in question and to counsel with respect to
          matters
          involving questions of law, requesting such individual to review specified
          provisions of this Agreement and to advise such person of any matter relevant
          to
          the specified representation, warranty or provision. All references herein
          to
          Articles, Sections, Exhibits and Schedules shall be deemed references to
          Articles and Sections of, and Exhibits and Schedules to, this Agreement
          unless
          the context shall otherwise require. Unless the context shall otherwise
          require,
          any references to any agreement or other instrument or statute or regulation
          are
          to it as amended and supplemented from time to time (and, in the case of
          a
          statute or regulation, to any successor provisions). Any reference in this
          Agreement to a “day” or number of “days” (without the explicit qualification of
“business”) shall be interpreted as a reference to a calendar day or number of
          calendar days. If any action or notice is to be taken or given on or by
          a
          particular calendar day, and such calendar day is not a business day, then
          such
          action or notice shall be deferred until, or may be taken or given on,
          the next
          business day. References to the term “business day” shall mean any day that is
          not a Saturday, Sunday or day on which banks in New York, New York are
          authorized or required by law to close. 

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        ARTICLE
          II


         

        PURCHASE
          AND SALE

         

        2.1   Agreement
          to Sell.

         

            At
          the
          Closing (as defined in Section 3.1) and except as otherwise specifically
          provided in this Section and as set forth on Schedule 2.1, the Company
          and its
          Subsidiaries will validly and effectively grant, sell, convey, assign,
          transfer
          and deliver to Fusion, upon and subject to the terms and conditions of
          this
          Agreement, all of the Company’s, and its Subsidiary’s, right, title and interest
          in and to certain of the Company’s and its Subsidiaries’ assets set forth in
          Section 2.2 (the “Assets”) free and clear of all liens, including Tax Liens,
          pledges, security interests, charges, claims, restrictions and encumbrances
          of
          any nature whatsoever except as set forth on Schedule 2.1.

         

        
          
            2.2   Included
              Assets. 

          

        

         

        The
          Assets referred to in Section 2.1 shall include, without limitation, the
          following assets used or useful in the Business:

         

        (a)
           all
          items
          of personal property and other tangible personal property listed on Schedule
          2.2(a);

         

        (b)
           all
          office and other supplies set forth on Schedule 2.2(b);

         

        (c)
           all
          inventory set forth on Schedule 2.2(c);

         

        (d)
           all
          rights under any written or oral contract, lease, agreement, plan, instrument,
          registration, license, certificate of occupancy, other permit, certification,
          authorization or approval of any nature, or other document, commitment,
          arrangement, undertaking, practice or authorization set forth on Schedule
          2.2(d);

         

        (e)
           all
          licenses, permits and other governmental authorizations (hereinafter referred
          to
          as “Licenses and Permits”) listed on Schedule 2.2 (e);

         

        (f)
           all
          rights under any patent, trademark, service mark, trade name or copyright,
          whether registered or unregistered, and any applications therefor set forth
          on
          Schedule 2.2(f);

         

        (g)
           all
          technologies, methods, formulations, data bases, trade secrets, know-how,
          inventions and other intellectual property used in the Assets or under
          development listed on Schedule 2.2(g);

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

           

        

        (h)
           all
          rights or choses in action arising out of occurrences before or after the
          Closing, including without limitation all rights under express or implied
          warranties relating to the Assets, except relating to Excluded Assets in
          Section
          2.3;

         

        (i)
           all
          records, manuals and other documents (collectively, the “Records”) relating to
          or used in connection with the Company and each Subsidiaries’ quality
          assurance/quality control programs, if any, developed for the Assets, records
          relating to personnel qualifications in connection with the quality
          assurance/quality control program and administration of any quality assurance
          program; 

         

        (j)
           all
          information, files, records, data, plans, and contracts and recorded knowledge,
          including customer records, customer prospect lists, customer lists and
          supplier
          lists that the Parent or Fusion may request; 

         

        (k)
           the
          maintenance and service contracts (“Maintenance Contracts”) set forth in
          Schedule 2.2(k), if any;

         

        (l)
           all
          customer lists, customer contracts or supplier contracts set forth on Schedule
          2.2(l);

         

        (m)
           all
          accounts receivable, bank accounts, cash, merchant accounts, deposits,
          security
          deposits, and other items listed on Schedule 2.2(m); 

        


        (n) all
          customer prospect lists (pipeline opportunities) set forth in Schedule
          2.2(n),
          if any; and

        


        (o)
           all
          other
          assets of the Company and each Subsidiary, except those excluded under
          Section
          2.3.

        


        2.3   Excluded
          Assets. 

        


        The
          assets of the Company and each Subsidiary listed on Schedule 2.3 shall
          be
          specifically excluded from the sale. 

         

        2.4    The
          Purchase Price; Payment.

         

        (a)    (i)
          The
          purchase price payable to the Company shall consist of (i) 1,100,000 shares
          of
          Fusion Common Stock (the “Stock Payment”) and (ii) the cash payment set forth in
          Section 2.4(a) (ii), subject to the post closing adjustments set forth
          in
          Section 2.5. The Fusion Common Stock issued herein shall bear appropriate
          legends under the Securities Act and is subject to the Lock-up Agreement.
          The
          Fusion Common Stock shall be issued to the Company, subject to the holdback
          provisions of Section 2.4 (b) and 2.5. Any Fusion Common Stock to be issued
          to
          Company’s employees, creditors, friends, family, customers, etc. must be
          pre-approved by Parent and shall be subject to the same terms and conditions
          as
          the Company hereunder.

         

        (ii)
          In
          addition to the Fusion Common Stock, Fusion shall pay the Company an aggregate
          of 500,000 (the “Cash
          Payment”)
          as
          follows: $100,000 upon Closing (the “Initial
          Cash Payment”)
          and
          $33,333.33 per month for the following twelve (12) months. The Cash Payment
          shall be subject to adjustments in Section 2.5 and to setoff as set forth
          in
          Section 2.8 or anywhere else provided for in this Agreement. The Cash Payment
          and any subsequent payment under this Section may, at the Parent or Fusion’s
          option, be reduced by any amount the Company owes the Parent or Fusion.
          To the
          extent the Company has any outstanding liabilities post Closing, Fusion
          shall
          direct the Cash Payment towards satisfaction of those liabilities.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        (iii)
          The
          Fusion Common Stock and the Cash Payment paid to the Company, after adjustments
          as set forth herein, shall be the “Purchase
          Price.”

         

        (b)
          Upon
          issuance pursuant to Section 2.4 (a)(i) of the Stock Payment, Parent shall
          deposit 750,000 of the shares of Fusion Common Stock (the “Escrow
          Shares”)
          which
          would otherwise be tendered to the Company with the Escrow Agent pursuant
          to an
          Escrow Agreement substantially in the form of Exhibit
          A
          attached
          hereto (the “Escrow
          Agreement”).
          At
          the Closing, the Company shall deliver to the Escrow Agent a stock power
          with
          respect to the Escrow Shares. The Escrow Shares will be represented by
          certificates issued in the name of the Company and will be held by the
          Escrow
          Agent during that time period (the "Escrow
          Period")
          specified in the Escrow Agreement. The Escrow Shares will be subject to
          adjustment as set forth in Section 2.5 and 2.8 or any other applicable
          provision
          of this Agreement and will be dispersed as set forth in the Escrow Agreement.
          

         

        2.5   Post
          Closing Adjustments and Earn-Out Compensation.

         

        In
          the
          event that the Company meets  one or more of the targets as set
          forth on
          Schedule 2.5 from January 1, 2006 to December 31, 2006 (the “Earnout Period”)
          and Parent or Fusion does not have a claim against the Company, a Subsidiary
          or
          Company Stockholder, and all Company or Subsidiary liabilities and Indebtedness
          are paid in full, within 60 days following the end of the Earnout Period,
          then
          the Company will be entitled to receive the number of shares of Escrow
          Shares
          specified on Schedule 2.5 next to such target ("Earned Escrow Shares"),
          and
          the Escrow Agent shall release such  Earned Escrowed Shares to the
          Company,
          subject to any claims Parent or Fusion may have as to the
          earned Escrow Shares under Section 2.8.

        


        2.6    No
          Assumption of Liabilities.

         

        Except
          for and limited solely to the contractual obligations under the Contracts
          listed
          on Schedule 2.6 and the liabilities listed on Schedule 2.6, neither Fusion
          nor
          Parent shall assume, nor shall be liable for, any liabilities or obligations
          of
          the Company or any of its Subsidiaries or the Company Shareholders, of
          any
          nature whatsoever, express or implied, fixed or contingent, including,
          but not
          limited to any liability for any claim, regardless of when made or asserted,
          which arises out of or is based upon negligence, strict liability or any
          express
          or implied representation, warranty, agreement, contract or guarantee made
          by
          the Company, any of its Subsidiaries or the Company Shareholders, or alleged
          to
          have been made by the Company or any of its Subsidiaries, or the Company
          Shareholders, or which is imposed or asserted to be imposed by operation
          of law,
          in connection with any product designed, manufactured, sold, shipped or
          installed by or on behalf of the Company or any of its Subsidiaries, of
          or for
          any service performed by or on behalf of the Company or any of its Subsidiaries,
          including without limitation any claim relating to the service, repair
          or
          replacement of any such product and any claim seeking recovery for property
          damage, consequential damage, lost revenue or income or personal injury.
          In
          addition to the foregoing, in no event shall Fusion assume any liability
          or
          incur any liability or obligation in respect of any federal, state or local
          income or other tax liability of Company, its Subsidiaries or the Company
          Shareholders, payable with respect to the Assets, the Business, properties
          or
          operations of the Company or any of its Subsidiaries for any period through
          the
          Closing Date or thereafter or incident to or arising as a consequence of
          the
          negotiation or consummation by the Company, its Subsidiaries or the Company
          Shareholders of this Agreement and the transactions contemplated by this
          Agreement and if requested to pay, defend or incur any liability, will
          offset
          among other remedies as set forth in Section 2.8.

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        2.7   Allocation
          of Purchase Price. 

         

        Fusion
          utilizing an independent third party will determine the allocation of the
          Purchase Price for tax purposes and neither the Company nor Company shareholders
          will do anything to contradict such allocation.

         

        2.8   Right
          of Setoff and Adjustment.

         

        The
          Company and the Company Shareholders understand(s) and agree(s) that Fusion
          and/or Parent, shall have the absolute right to setoff against all or any
          portion of the payments due the Company or the Company Shareholders, whether
          in
          the form of Fusion Common Stock or Cash Payment, against all, or any portion
          of
          the Stock Payment, the Cash Payment or the Earn-Out Compensation that may
          hereafter become due up to the full amount of any claims that Fusion may
          have
          for indemnity pursuant to the provisions of 4.11, 4.13, Section VII
          or
          otherwise, or for any amounts advanced by Fusion to the Company prior to
          Closing, or otherwise owed by the Company to Fusion, and not repaid by
          the
          Company at Closing. Fusion and/or Parent reserves the right to make adjustments
          from the Cash Payment, Earn-Out Compensation or Stock Payment, or a combination
          of each, and in any order, in its sole discretion. 

         

        ARTICLE
          III

         

        CLOSING

         

        3.1   Closing. 

         

        The
          Closing shall take place (i) at 10:00 a.m. (New York time) at the offices
          of
          Parent, 420 Lexington Avenue, Suite 518, New York, New York 10170, on the
          third
          business day following the date on which Parent provides the Company with
          written notice that the last of the conditions set forth in Article VIII
          is
          satisfied or, if permissible, waived in writing; or (ii) on such other
          date and
          at such other time or place as is mutually agreed by the parties in this
          Agreement in writing. Provided however, the Closing shall not occur later
          than
          February 15, 2006, unless extended in writing by Fusion. 

         

        3.2   Items
          to be delivered at Closing.

         

        At
          the
          Closing and subject to the terms and conditions contained in this
          Agreement:

         

        (a)
          The
          Company and its Subsidiaries will, and the Company Shareholders will cause
          the
          Company and its Subsidiaries to, deliver to Parent or Fusion the
          following:

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        (i)
          such
          bills of sale with covenants of warranty, assignments, endorsements, and
          other
          good and sufficient instruments and documents of conveyance and transfer,
          in
          form and substance satisfactory to Fusion and its counsel, as shall be
          necessary
          and effective to convey, transfer and assign to, and vest in, Fusion all
          of the
          Company and its Subsidiaries right, title and interest in and to the Assets
          to
          be sold under this Agreement, including, without limitation, (A) good,
          valid and
          marketable title in and to all of the Assets owned by the Company and its
          Subsidiaries, (B) good and valid leasehold interests in and to all of the
          Assets
          leased by the Company and its Subsidiaries, and (C) all of the Company
          and its
          Subsidiaries rights under all agreements, contracts, commitments, leases,
          plans,
          bids, quotations, proposals, licenses, permits, authorizations, instruments
          and
          other documents to which the Company and its Subsidiaries are a party or
          by
          which they have rights on the Closing Date and which are to be sold under
          this
          Agreement; and

         

        (ii)
          all
          agreements, contracts, customer prospect lists, commitments, leases, plans,
          bids, quotations, proposals, licenses, permits, authorizations, instruments,
          manuals and guidebooks, price books and price lists, customer and subscriber
          lists, supplier lists, sales records, files, correspondence, and other
          documents, books, records, papers, files and data belonging to the Company
          and
          its Subsidiaries which are part of the Assets or relate to the Business
          of the
          Company and its Subsidiaries; and simultaneously with such delivery, all
          such
          steps will be taken as may be required to put the Fusion in actual possession
          and operating control of the Assets.

         

        (iii)
          sales Tax Returns for its sales tax liability for the taxable portion of
          the
          Assets and shall file it with its check for the sales tax disclosed upon
          the
          return with the appropriate governmental authorities.

         

        (iv)
          all
          schedules to be provided under this agreement, 10 days prior to closing,
          along
          with all supporting documentation.

         

        (b)
          Parent will deliver to the Company the following:

         

        (i) the
          Stock
          Payment, less the Escrow Shares, as set forth in Section 2.4, and the Initial
          Cash Payment as set forth in Section 2.4(a) (ii).

         

        3.3   Third-Party
          Consents. 

         

        To
          the
          extent that the rights of the Company or any Subsidiary under any agreement,
          contract, commitment, lease, license, permit, authorization or other Asset
          to be
          assigned to Fusion may not be assigned without the consent of another person
          which has not been obtained, this Agreement shall not constitute an agreement
          to
          assign the same if an attempted assignment would constitute a breach or
          be
          unlawful, and the Company or the Subsidiary shall use its best efforts
          to obtain
          any such required consent(s) promptly. If any such consent shall not be
          obtained
          or if any attempted assignment would be ineffective or would impair Fusion’s
          rights under the instrument in question in Fusion’s sole determination so that
          Fusion would not in effect acquire the benefit of all such rights, then
          Fusion
          shall have the option of terminating this Agreement. 

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        3.4   Further
          Assurances.
          

         

        The
          Company, its Subsidiaries and the Company Shareholders, from time to time
          after
          the Closing, at Fusion’s request, will execute, acknowledge and deliver to
          Fusion such other instruments of conveyance and transfer and will take
          such
          other actions and execute and deliver such other documents, certifications
          and
          further assurances as Fusion may reasonably request in order to vest more
          effectively in Fusion, or to put Fusion more fully in possession of, any
          of the
          Assets, or the Business.

         

        ARTICLE
          IV


         

        REPRESENTATIONS
          AND WARRANTIES OF THE COMPANY,
          THE SUBSIDIARIES AND COMPANY SHAREHOLDERS

         

        The
          Company, each Subsidiary and the Company Shareholders, jointly and severally,
          hereby represent and warrant to Fusion and Parent on the date hereof and
          on the
          Closing Date as follows:

         

        
          
            4.1   Organization
              and Qualification.
              

          

        

         

        The
          Company and each Subsidiary (a) is a corporation duly incorporated, validly
          existing and in good standing under the laws of its jurisdiction of
          incorporation; (b) has all requisite corporate power and authority
          to own,
          lease and operate its properties and to carry on its business as it is
          now being
          conducted and (c) is duly qualified or licensed to do business and is in
          good
          standing in each jurisdiction in which the properties owned, leased or
          operated
          by it or the nature of its activities makes such qualification necessary.
          The
          Company and each Subsidiary has delivered to Fusion true and complete copies
          of
          the company charter and company bylaws in effect for each entity on the
          date
          hereof. No corporate action has been taken with respect to any amendment
          to any
          charter or bylaws (except for any such amendments that have become effective
          and
          are reflected in the copies of the charter and the company bylaws delivered
          by
          the Company and its Subsidiaries to Fusion as described in the preceding
          sentence) and no such corporate action is currently proposed.

         

        4.2   Authorization
          and Validity of Agreement.
          

         

        The
          Company, each Subsidiary and the Company Shareholders each have all requisite
          corporate power and authority to enter into this Agreement and to perform
          its
          obligations hereunder and consummate transactions contemplated hereby.
          The
          execution, delivery and performance by the Company and its Subsidiaries
          and the
          Company Shareholders of this Agreement and the consummation by the Company
          and
          its Subsidiaries and the Company Shareholders of the transactions contemplated
          hereby have been duly and validly authorized by all necessary corporate
          action
          on the part of the Company and its Subsidiaries. This Agreement has been
          duly
          executed and delivered by the Company, each Subsidiary and the Company
          Shareholders and is a legal, valid and binding obligation of the Company
          and its
          Subsidiaries and the Company Shareholders, enforceable against the Company
          and
          its Subsidiaries and the Company Shareholders in accordance with its
          terms.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        4.3   Capitalization.

         

        (b) As
          of the
          date hereof, the authorized capital stock of the Company and each Subsidiary
          consists solely of the number of shares on Schedule 4.3 (a). As of the
          close of
          business on the day hereof, (i) the number of shares that were issued and
          outstanding for the Company and each Subsidiary are set forth on Schedule
          4.3
          (a)(i), and (ii) no shares of Company Common Stock or any Subsidiary were
          issued
          and held by the Company or by Subsidiaries of the Company. Except as set
          forth
          in the preceding sentence, at the close of business on the day hereof,
          no shares
          of capital stock or other securities or other equity interests of the Company
          or
          any Subsidiary and no phantom shares, phantom equity interests, stock options
          or
          stock or equity appreciation rights relating to the Company or any of its
          divisions or Subsidiaries were issued, reserved for issuance or outstanding.
          All
          outstanding shares of Company Common Stock and all shares of each Subsidiary
          are, and were when issued, duly authorized, validly issued, fully paid
          and
          non-assessable and not subject to preemptive rights. All outstanding shares
          of
          Company Common Stock and all shares of each Subsidiary were issued in compliance
          with all applicable state, federal laws, and international concerning the
          offer,
          sale and issuance of such securities.

         

        (c) There
          are
          no issued or outstanding bonds, debentures, notes or other Indebtedness
          of the
          Company or any of its Subsidiaries that have the right to vote (or that
          are
          convertible into other securities having the right to vote) on any matters
          on
          which stockholders may vote (“Voting
          Debt”).
          Other
          than as described in Schedule 4.3(b) and ordinary course payments or commissions
          to sales representatives of the Company or any Subsidiary based upon revenues
          generated by them without augmentation as a result of the transactions
          contemplated by this Agreement, there are no Contracts pursuant to which
          any
          Person is or may (contingently or otherwise) be entitled to receive any
          payment
          based on the revenues, earnings or financial performance of the Company
          or any
          of its Subsidiaries or assets or calculated in accordance
          therewith.

         

        (d) Except
          as
          described in Schedule 4.3(d), there are no, and immediately after the Closing
          there will be no, outstanding or authorized subscriptions, options, warrants,
          securities, calls, rights, commitments or any other Contracts of any character
          to or by which the Company or any of its Subsidiaries is a party or is
          bound
          that, directly or indirectly, obligate the Company or any of its Subsidiaries
          (contingently or otherwise) to issue, deliver or sell or cause to be issued,
          delivered or sold any shares of Company Common Stock or any Preferred Stock,
          stock of any Subsidiary, or other capital stock, securities, equity interests
          or
          Voting Debt of the Company or any Subsidiary of the Company, any securities
          convertible into, or exercisable or exchangeable for, or evidencing the
          right
          (contingent or otherwise) to subscribe for any such shares, securities,
          interests or Voting Debt, or any phantom shares, phantom equity interests
          or
          stock or equity appreciation rights, or obligating the Company or any of
          its
          Subsidiaries to grant, extend or enter into any such subscription, option,
          warrant, security, call, right or Contract (collectively, “Convertible
          Securities”).
          Neither the Company nor any Subsidiary is subject to any obligation (contingent
          or otherwise) to repurchase or otherwise acquire or retire any shares of
          its
          capital stock. 

         

        (e) Except
          as
          described in Schedule 4.3(d), neither the Company nor any of its Subsidiaries
          has adopted, authorized or assumed any plans, arrangements or practices
          for the
          benefit of its officers, employees or directors that require or permit
          the
          issuance, sale, purchase or grant of any capital stock, securities or other
          equity interests or Voting Debt of the Company or any Subsidiary of the
          Company,
          any
          phantom shares, phantom equity interests or stock or equity appreciation
          rights
          or any Convertible Securities.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        4.4    Financial
          Statements 

        


        The
          Company has delivered to Fusion copies dated October 31, 2005 of the unaudited
          financial statements of the Company, on a consolidated basis that includes
          each
          Subsidiary, for the fiscal year ended December 31, 2004 (the “Unaudited
          Financial Statements”), the unaudited balance sheet (the “Current Balance
          Sheet”) of the Company as of October 31, 2005 (the “Current Balance Sheet Date”)
          collectively with the Unaudited Financial Statements and the Current Balance
          Sheet, the “Financial Statements”) prepared on a consolidated basis that
          includes each Subsidiary. The Unaudited Financial Statements together with
          the
          notes thereto have been prepared in accordance with past practices, and
          the
          Unaudited Financial Statements together with the notes thereto have been
          prepared in accordance with generally accepted accounting principles (GAAP)
          applied on a consistent basis throughout such period. Except as disclosed
          therein, such Financial Statements are true, correct and complete, and
          present
          fairly and accurately the financial condition and position of the Company
          and
          each Subsidiary as of the dates indicated. The Company has consulted with
          an
          accountant admitted to practice before the SEC and is not aware of any
          reason
          that it would be unable to deliver audited consolidated Financial Statements
          to
          Fusion in accordance with GAAP within thirty (30) days following Closing.
          

        


        Since
          the
          October 31, 2005 Financial Statements, the Company, any Subsidiary of the
          Company, nor any Equity Affiliate of the Company, has incurred any such
          actual
          or potential liability or obligation not in the ordinary course of business.
          Except as set forth in Schedule 4.4, neither the Company nor any Subsidiary
          or
          any of the Company Shareholders (as it relates to the Company or any Subsidiary)
          has guaranteed or otherwise agreed to become responsible for any Indebtedness
          of
          any other Person.

         

        4.5   Absence
          of Undisclosed Liabilities.
          

         

        Except
          as
          set forth in Schedule 4.5, on the date hereof and as of the Closing Date,
          the
          Company and its Subsidiaries has/have no liabilities of any nature, whether
          direct, indirect, accrued, absolute, contingent or otherwise (including,
          without
          limitation, liabilities as guarantor or otherwise with respect to obligations
          of
          others or liabilities for Taxes due or then accrued or to become due),
          that were
          not fully and adequately reflected or reserved against on the Financial
          Statements of the Company. There is no existing condition, situation or
          set of
          circumstances (excluding possible changes in the Tax laws of any jurisdiction)
          that could reasonably be expected to result in any such liability, other
          than
          liabilities (i) fully and adequately reflected or reserved against on the
          Financial Statements; or (ii) incurred since the Current Balance Sheet
          Date in
          the ordinary course of business consistent with past practice, which in
          the
          aggregate are not material to the Company. For purposes of this Section
          4.5,
“material” shall mean any amount in excess of $2,500.

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        4.6   No
          Material Adverse Change. 

         

        Since
          the
          Current Balance Sheet , there have been no material changes in the assets,
          properties, business, operations, prospects or condition (financial or
          otherwise) of the Company or any of its Subsidiaries that, individually
          or in
          the aggregate, materially and adversely affect the Company or any of its
          Subsidiaries, nor does any Company Shareholder or executive of the Company
          know
          of any such change that is reasonably likely to occur, nor has there been
          any
          damage, destruction or loss materially and adversely affecting the assets,
          properties, business, operations, prospects or condition (financial or
          otherwise) of the Company or any of its Subsidiaries, whether or not covered
          by
          insurance. Without limiting the generality of the foregoing since the Current
          Balance Sheet Date, neither the Company nor any of its Subsidiaries
          has:

         

        (i)
           incurred
          any indebtedness for borrowed money, assumed or guaranteed or otherwise
          become
          responsible for the obligations of any Person, or otherwise made or assumed
          any
          commitment, obligation or liability outside the ordinary course of
          business;

         

        (ii)
           declared
          or paid any dividend or declared or made any other distribution of any
          kind to
          its shareholders, or made any direct or indirect redemption, retirement,
          purchase or other acquisition of any shares of its capital stock or entered
          into
          any agreement or made any commitment with respect to the same;

         

        (iii)
           made
          any
          loan, advance or capital contribution to or investment in any
          Person;

         

        (iv)
           made
          any
          payment or commitment to pay any severance or termination pay to any of
          its
          officers, directors, shareholders, employees, consultants, agents or other
          representatives;

         

        (v)
           entered
          into any lease (as lessor or lessee), sold, abandoned or made any other
          disposition of any of its assets, properties or rights, granted or suffered
          any
          Lien or other encumbrance on any of its assets or properties, or entered
          into or
          amended any contract or other arrangement to do any of the foregoing or
          pursuant
          to which the Company or any Subsidiary agreed to indemnify any party or
          to
          refrain from competing with any party;

         

        (vi)
           except
          for inventory or equipment acquired in the ordinary course of business,
          made any
          acquisition of all or any part of the assets, properties, capital stock
          or
          business of any other Person or entered into or amended any contract or
          other
          arrangement to do the same;

         

        (vii)
           made
          any
          change in any method of accounting or accounting practice, waived or cancelled
          any material claim, account receivable, or right, or changed its pricing,
          credit, or payment policies;

         

        (viii)
           paid
          any
          long-term liability otherwise than in accordance with its terms; or

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

           

        

        (ix)
           failed
          to
          comply with any Law in any respect that, individually or in the aggregate,
          has
          had or is reasonably likely to have a material adverse effect on the assets,
          properties, business, operations, prospects or conditions (financial or
          otherwise) of the Company, or any of its Subsidiaries.

         

        4.7   Accounts
          and Notes Receivable.
          

        


        All
          accounts and notes receivable reflected in the Financial Statements and
          all
          accounts receivable arising after the Current Balance Sheet Date (collectively,
          the “Accounts Receivable”) have arisen in the ordinary course of business of the
          Company and its Subsidiaries, represent valid and enforceable obligations
          due to
          the Company and each Subsidiary, and are not subject to any discount, set-off
          or
          counter-claim. All such Accounts Receivable have been collected or, to
          the best
          knowledge of the Company, each Subsidiary and Company Shareholders, are
          fully
          collectible in the ordinary course of business of the Company or its
          Subsidiaries in the aggregate recorded amounts thereof in accordance with
          their
          terms. 
          To the
          extent such Accounts Receivable are not collected, Fusion shall be entitled
          to
          set-off pursuant to Section 2.8 hereof.

        


        
          
            4.8   Tax
              Matters.
              

          

        

         

        (a)
           As
          used
          in this Agreement, “Taxes” shall mean all taxes, including without limitation
          income taxes, corporation taxes, capital taxes, excise taxes, value added
          and
          sales taxes, use taxes, gross receipts taxes, franchise taxes, employment
          and
          payroll related taxes, goods and services taxes, stamp taxes, transfer
          taxes,
          withholding taxes, property taxes and import duties, whether or not measured
          in
          whole or in part by net income, all imposts, levies, duties, deductions,
          withholdings, charges, public and private pension plan contributions, social
          security contributions, workmen’s compensation, public health contributions,
          regulatory fees and taxes, assessments, reassessments or fees of any nature,
          and
          all deficiencies or other additions to tax, interest and penalties owed
          by it;
          and “Tax” shall mean any one of them. The Company and its Subsidiaries have paid
          all Taxes required to be paid by it through the date hereof (other than
          Taxes
          not yet due and payable the liability for which is adequately reserved
          for by
          the Company (and on behalf of each Subsidiary) in the Financial Statements
          and
          other than possible adjustments as set forth in Schedule 4.8). The provisions
          for Taxes reflected in the Financial Statements are adequate to cover any
          and
          all Tax liabilities of the Company or its Subsidiaries in respect of their
          respective assets, properties, business and operations during the periods
          covered by said Financial Statements and all prior periods.

        


           (b)
           The
          Company and each Subsidiary have timely filed all Tax returns required
          to be
          filed by it through the date hereof. Each of the Tax returns filed by the
          Company and each Subsidiary completely, correctly and accurately reflects
          the
          amount of the Company and each Subsidiary’s Tax liability for the period covered
          thereby.

        


           (c)
           There
          has
          not been any audit of any Tax return filed by the Company or Subsidiary,
          no
          audit of any Tax return of the Company or any Subsidiary is in progress,
          and the
          Company or any Subsidiary has not been notified by any Tax authority that
          any
          such audit is contemplated or pending. No taxing authority is now asserting
          or,
          to the best knowledge of any Company Stockholder, threatening to assert
          any Tax
          deficiency or claim for additional Taxes or interest thereon or penalties
          in
          connection therewith. All Tax returns of the Company and each Subsidiary
          have
          been assessed through and including the date hereof, and there are no
          outstanding waivers of any limitation periods or agreements providing for
          an
          extension of time for the filing of any Tax return or the payment of any
          Tax or
          for the issue of an assessment or reassessment against the Company or any
          Subsidiary. All deficiencies proposed as a result of such assessments of
          the Tax
          returns have been paid and settled.

        


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

           (d)
           The
          Company or each Subsidiary has withheld from each payment made to any of
          its
          past and present shareholders, directors, officers, employees, consultants
          and
          agents the amount of all Taxes and other deductions required to be withheld
          and
          has paid or made adequate provision for the payment of such amounts to
          the
          proper receiving authorities.

        


           (e)
           The
          Company or each Subsidiary is not subject to and shall not be subject after
          the
          Closing Date to any assessments, levies, penalties or interest with respect
          to
          Taxes which shall result in any liability on its part in respect of any
          period
          ending on or prior to the Closing Date in excess of the amount provided
          for and
          reserved against in the Unaudited Financial Statements.

        


        
          
            4.9   No
              Approvals or Notices Required; No Conflict with Instruments. 

          

        

         

        The
          execution, delivery and performance of this Agreement and the Related Agreements
          by the Company, any Subsidiary or the Company Shareholders will not contravene
          or violate (a) any existing law, rule or regulation to which the Company,
          any
          Subsidiary or Company Shareholder is subject, (b) any judgment, order,
          writ,
          injunction, decree or award of any court, arbitrator or governmental or
          regulatory official, body or authority which is applicable to the Company,
          any
          Subsidiary or Company Shareholder, or (c) the Certificate of Incorporation
          or
          Bylaws of the Company or any Subsidiary or any securities issued by them;
          nor
          will such execution, delivery or performance violate, be in conflict with
          or
          result in the breach (with or without the giving of notice or lapse of
          time, or
          both) of any term, condition or provision of, or require the consent of
          any
          other party to, any mortgage, indenture, agreement, contract, commitment,
          lease,
          plan or other instrument, document or understanding, oral or written, to
          which
          the Company, any Subsidiary or any Company Shareholder is a party or by
          which
          the Company, any Subsidiary or Company Shareholder is otherwise bound.
          Except as
          set forth on Schedule 4.9, no authorization, approval or consent, and no
          registration or filing with, any governmental or regulatory official, body
          or
          authority is required in connection with the execution, delivery and performance
          of this Agreement by the Company, any Subsidiary or any Company
          Shareholder.

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

        4.10   Subsidiaries
          and Affiliates; Investment Securities.

         

        (a) Schedule
          4.10 (a): (i) lists each direct and indirect Subsidiary and Equity Affiliate
          of
          the Company, (ii) lists the jurisdiction of organization of each direct
          and
          indirect Subsidiary and Equity Affiliate of the Company, (iii) describes
          the
          number and type of the authorized and outstanding equity interests or securities
          of each direct and indirect Subsidiary and Equity Affiliate of the Company,
          (iv)
          describes the number and type of the equity interests or securities, including
          interests or securities convertible into or exchangeable or exercisable
          for any
          equity interest or security, in each such Subsidiary and Equity Affiliate
          owned
          directly or indirectly by the Company (each a “Company
          Investment”)
          and
          (v) lists all material Contracts to which the Company or any of its Subsidiaries
          are parties or by which their respective assets or properties are bound
          evidencing such equity interests or securities, pursuant to which such
          equity
          interests or securities are held, evidencing Restrictions affecting such
          equity
          interests or securities or entered into in connection with the acquisition
          of
          such equity interests or securities (the “Company
          Investment Agreements”).
          True
          and complete copies of the Company Investment Agreements have been delivered
          to
          Fusion. With respect to each Company Investment Agreement that is not in
          English, the Company has provided to Fusion a true and complete translation
          of
          such Company Investment Agreement into English. The Company or the applicable
          Subsidiary thereof has good and valid title to the Company Investments,
          free and
          clear of any Liens and not subject to any Restrictions, other than as described
          in Schedule 4.10 (a) or as may have been created by this Agreement and
          except
          for restrictions on transfer under federal or state securities laws. The
          shares
          of capital stock of each corporate Subsidiary of the Company are validly
          issued,
          fully paid and non-assessable. Except as set forth in Schedule 4.10 (a)
          there
          are not, and immediately after the Effective Date, there will not be, any
          outstanding or authorized subscriptions, options, warrants, securities,
          calls,
          rights, commitments or other Contracts of any character to or by which
          the
          Company or any of its Subsidiaries is a party or by which any of their
          respective properties or assets are bound that, directly or indirectly,
          (x) call
          for or relate to the sale, pledge, transfer or other disposition by the
          Company
          or any Subsidiary of the Company of any shares of capital stock, any partnership
          or other equity interests or any Voting Debt of the Company or any Subsidiary
          or
          any Equity Affiliate of the Company or (y) relate to the voting or control
          of
          such capital stock, partnership or other equity interests or Voting Debt.
          Assuming the due execution and delivery by each of the other parties thereto
          that is not the Company or a Subsidiary of the Company, each Company Investment
          Agreement constitutes the legal, valid and binding obligation of the Company
          or
          the applicable Subsidiary thereof that is a party to such Company Investment
          Agreement. Except as set forth in schedule 4.10 (a), there is no Legal
          Proceeding pending or, to the Company’s knowledge, threatened against the
          Company or any of its Subsidiaries relating to any of such Company Investments
          or Company Investment Agreements. Except as set forth in Schedule 4.10(a),
          none
          of the Company or any of its Subsidiaries has any obligation to contribute
          any
          additional capital to, or acquire any additional interest in, any Subsidiary
          or
          Equity Affiliate of the Company.

         

        (b) Each
          of
          the Company’s Subsidiaries and Equity Affiliates (i) is a corporation,
          partnership or limited liability company duly organized, validly existing
          and in
          good standing under the laws of the jurisdiction of its incorporation or
          organization, (ii) has all requisite corporate, partnership or limited
          liability
          company power and authority to own, lease and operate its properties and
          to
          carry on its business as it is now being conducted and (iii) is duly qualified
          or licensed to do business and is in good standing in each jurisdiction
          in which
          the properties owned, leased or operated by it or the nature of its activities
          makes such qualification necessary, except, in the case of clause (iii),
          in such
          jurisdictions where the failure to be so duly qualified or licensed and
          in good
          standing has not had and is not reasonably likely to have, individually
          or in
          the aggregate, a Company Material Adverse Effect.

         

        (c) The
          Company and each Subsidiary has delivered to Fusion or will ten (10) days
          prior
          to Closing, true and complete copies of (i) the certificate of incorporation
          and
          bylaws (or similar organizational documents) as in effect on the date hereof
          of
          each Subsidiary and Equity Affiliate of the Company and (ii) the minute
          books of
          each Subsidiary and Equity Affiliate of the Company, which contain the
          minutes
          (or draft copies of the minutes) of all meetings of directors (or similar
          governing body) and stockholders (or other equity holders) of each such
          Subsidiary and Equity Affiliate of the Company since the date of incorporation
          or organization and such minutes accurately and fairly reflect in all material
          respects the actions taken at such meetings. Schedule 4.10 (c) lists all
          documents to be delivered ten (10) days before Closing.

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

        (d) Except
          as
          set forth on Schedule 4.10(d), the assets owned or leased by the Company
          and its
          Subsidiaries are suitable and adequate for the conduct of their respective
          businesses as presently conducted and as proposed to be conducted and the
          Company or the applicable Subsidiary thereof has good and valid title to
          or
          valid leasehold or other contractual interests in all such assets that
          are
          material to its business free and clear of all Liens and not subject to
          any
          Restrictions other than Liens or Restrictions the existence of which has
          not had
          and is not reasonably likely to have, individually or in the aggregate,
          a
          Company Material Adverse Effect.

         

        (e) Schedule
          4.10 (e) sets forth a complete and accurate list of each capital, participating,
          equity or other interest owned of record or beneficially by the Company
          in any
          corporation, partnership, joint venture or other Person, other than the
          Subsidiaries or Equity Affiliates of the Company (each, an “Investment
          Security”
          and
          collectively, the “Investment
          Securities”).
          Schedule 4.10 (e) includes, with respect to each Investment Security, the
          name
          of the corporation, partnership, joint venture or other Person in respect
          of
          which such Investment Security relates, the amount and nature of such interest,
          and a description of the material terms of any Liens and Restrictions with
          respect to such Investment Securities. 

         

        4.11   Legal
          Proceedings.

         

        Except
          as
          set forth in Schedule 4.11, there is no (a) Legal Proceeding pending or
          threatened, against, involving or affecting the Company and/or Company
          Shareholder, any Subsidiary of the Company or any Equity Affiliate of the
          Company or any of its or their respective assets or rights; (b) judgment,
          decree, Injunction, rule, or order of any Governmental Entity applicable
          to the
          Company and/or Company Shareholder or any Subsidiary of the Company any
          Equity
          Affiliate of the Company that has had or is reasonably likely to have,
          either
          individually or in the aggregate, a Company Material Adverse Effect; (c)
          Legal
          Proceeding pending or threatened, against the Company, and/or Company
          Shareholders or any Subsidiary of the Company or any Equity Affiliate of
          the
          Company that seeks to restrain, enjoin or delay the consummation of this
          Agreement or any of the other transactions contemplated by this Agreement
          or
          that seeks damages in connection
          therewith; or (d) Injunction, of any type.
          For the
          avoidance of any doubt, Parent, Company and each of its shareholders, board
          of
          directors, officers, employees, agents or attorneys (each an “Indemnified
          Party”), will be forever indemnified by the Company, the Company Shareholders
          and each Subsidiary, jointly and severally, from and against any and all
          claims,
          liabilities, obligations, costs and attorneys’ fees and held harmless in the
          event a Legal Proceeding is pending or threatened against any Indemnified
          Party.
          This section shall survive closing.

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        4.12    Licenses;
          Compliance with
          Regulatory Requirements.

         

        (a) The
          Company and its Subsidiaries, hold all licenses, franchises, ordinances,
          authorizations, permits, certificates, variances, exemptions, concessions,
          leases, rights of way, easements, instruments, orders and approvals, domestic
          or
          foreign (collectively, the “Licenses”)
          which
          are listed in Schedule 4.12 (a), required for or which are material to
          the
          ownership of the assets and the operation of the Businesses of the Company
          or
          any of its Subsidiaries, all of which are being assigned pursuant to this
          Agreement to Fusion. The Company and each of its Subsidiaries, are in compliance
          with, and have conducted their respective businesses so as to comply with,
          the
          terms of their respective Licenses and with all applicable laws, rules,
          regulations, ordinances and codes (domestic or foreign). Without limiting
          the
          generality of the foregoing, the Company and its Subsidiaries (i) have
          all
          Licenses of foreign, state and local Governmental Entities required for
          the
          operation of the facilities being operated on the date hereof by the Company
          or
          any of its Subsidiaries or Equity Affiliates (the “Permits”),
          (ii)
          have duly and currently filed all reports and other information required
          to be
          filed with any Governmental Entity in connection with such Permits and
          (iii) are
          not in violation of any of such Permits. The expiration date of each License
          and
          permit is set forth on Schedule 4.12(a).  

         

        (b) Except
          as
          set forth in Schedule 4.12 (b) , (i) the operation of the Company, each
          Subsidiary and each of their respective businesses, equipment and other
          assets
          and the facilities owned or leased by them , are in compliance in all material
          respects with all applicable Environmental Laws, (ii) the Company and its
          Subsidiaries hold all Licenses required under Environmental Laws necessary
          to
          enable them to own, lease or otherwise hold their assets and to carry on
          their
          businesses as presently conducted, (iii) there are no investigations,
          administrative proceedings, judicial actions, orders, claims or notices
          that are
          pending, anticipated or threatened against the Company or any of its
          Subsidiaries relating to or arising under any Environmental Laws, (iv)
          there is
          no ongoing remediation of or other response activity to address contamination
          or
          any other adverse environmental or indoor air quality condition and no
          condition
          that would be reasonably expected to give rise to a requirement under applicable
          Environmental Laws to conduct such remediation or response activities,
          and no
          Governmental Entity has proposed or threatened any such remediation or
          response,
          at any real property currently or formerly leased or owned by the Company
          or any
          of its Subsidiaries, (v) neither the Company nor any of its Subsidiaries
          have
          received any notice alleging a violation of or liability of the Company
          or any
          of its Subsidiaries or any of its Equity Affiliates, under any Environmental
          Laws, and (vi) neither the Company nor any of its Subsidiaries have
          contractually agreed to assume or provide an indemnity for environmental
          liabilities of any third party. For purposes of this Agreement, the term
          “Environmental
          Laws”
          means
          any federal, state, local or foreign law, statute, rule or regulation or
          the
          common law relating to the environment, the management of hazardous or
          toxic
          substances, the protection of natural resources or wildlife, or occupational
          or
          public health and safety, including the federal Comprehensive Environmental
          Response, Compensation, and Liability Act of 1980, as amended and the federal
          Occupational Safety and Health Act of 1970, as amended, and any state or
          foreign
          law counterpart.

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        4.13   Brokers
          or Finders.

         

          No
          agent,
          broker, investment banker, financial advisor or other Person is or will
          be
          entitled, by reason of any agreement, act or statement by the Company or
          any of
          its Subsidiaries or their respective stockholders, directors, officers,
          employees or Affiliates, to any financial advisory, broker’s, finder’s or
          similar fee or commission, to reimbursement of expenses or to indemnification
          or
          contribution in connection with any of the transactions contemplated by
          this
          Agreement, and the Company agrees to indemnify and hold Fusion and Parent,
          harmless from and against any and all claims, liabilities or obligations
          with
          respect to any other such fees, commissions, expenses or claims for
          indemnification or contribution asserted by any Person on the basis of
          any act
          or statement made or alleged to have been made by the Company or any of
          its
          Subsidiaries, directors, officers, employees or Affiliates.

         

        4.14   Certain
          Agreements, Affiliate Transactions and Insurance.

         

        (a) Schedule
          4.14 (a) lists or describes each Contract to which the Company or any of
          its
          Subsidiaries is a party, or by which any of their respective assets are
          subject
          or bound, of the following nature:

         

        (i) Contracts
          that were entered into outside the ordinary course of business and pursuant
          to
          which any obligations or liabilities (whether absolute, contingent or otherwise)
          remain outstanding;

         

        (ii) All
          employment, bonus or consulting agreements; 

         

        (iii) Contracts
          evidencing or securing Indebtedness of the Company or any of its Subsidiaries
          (other than trade accounts arising in the ordinary course of business that
          do
          not exceed $2,500 individually or $2,500 in the aggregate);

         

        (iv) Contracts
          in which the Company or any of its Subsidiaries has guaranteed the obligations
          of any Person;

         

        (v) Contracts
          that may require the Company or any of its Subsidiaries to indemnify any
          other
          Person;

         

        (vi) any
          Contract involving the potential payment (a) by the Company or any of its
          Subsidiaries of $2,500 or more; or (b) to the Company or any of its Subsidiaries
          of an amount that is reasonably likely to be $2,500 or more;

         

        (vii) Contracts
          that guarantee any Person a particular amount of payment from the Company
          or any
          of the Company’s Subsidiaries irrespective of such Person’s performance of any
          of its obligations under such Contract;

         

        (viii) Contracts
          between the Company or any of its Subsidiaries, on the one hand, and any
          director, officer or stockholder or equity holder of the Company or any
          of its
          Subsidiaries or Equity Affiliates, on the other hand; and

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        (ix) Contracts
          between the Company or any of its Subsidiaries, on the one hand, and any
          Significant Party, on the other hand;

         

        (x) Contracts
          that contain a Change of Control Covenant; and

         

        (xi) Except
          as
          expressly set forth in Schedule 4.14(a)(xi) each Material Contract is in
          full
          force and effect and is valid and enforceable in accordance with its terms
          (except insofar as enforceability may be limited by applicable bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting creditors’
          rights generally, or by principles governing the availability of equitable
          remedies and except that employees’ covenants not to compete may not be
          enforceable in accordance with their terms in New York and certain other
          jurisdictions), and the Company or the applicable Subsidiary of the Company,
          as
          the case may be, has taken all actions necessary to comply in all material
          respects with such Material Contract and is not in breach or violation
          of or
          default under (with or without notice or lapse of time or both) of any
          such
          Material Contract. Except as set forth in Schedule 4.14(a)(xi), all parties
          to
          the Material Contracts other than the Company and its Subsidiaries have
          complied
          in all material respects with the provisions thereof and no party is in
          breach
          or violation of, or in default (with or without notice or lapse of time,
          or
          both) under, such Material Contracts. The Company has not received notice
          of any
          actual or threatened termination, cancellation or limitation to, and there
          has
          not been any other adverse development in respect of, any of the Material
          Contracts. The Company has delivered to Fusion a true and correct copy
          of each
          Material Contract that is in writing and a description of all material
          terms of
          each Material Contract or arrangement that is not in writing, listed or
          described or required to be listed or described on Schedule 4.14(a).


         

        (b) Except
          as
          set forth in Schedule 4.14(b) (i) there is no Contract or any judgment,
          injunction, order or decree binding upon the Company or any of its Subsidiaries
          that has or would reasonably be likely to have the effect of prohibiting
          or
          materially restricting or limiting the ability of the Company to conduct
          its business as the same is currently conducted
          or
          contemplated to be conducted and (ii)
          none
          of the Company or any of the Company’s Subsidiaries is a party to, and none of
          their respective assets is bound by, any Contract or any judgment, injunction,
          order or decree that, after the consummation of the transactions contemplated
          by
          this Agreement, would be or would purport to be binding upon Parent or
          Fusion, a
          Controlling Party of Fusion or any Affiliate of a Controlling Party of
          Fusion
          (other than the Surviving Entity and the Surviving Entity’s Subsidiaries) or any
          Contract or any judgment, injunction, order or decree in respect of which
          any
          act or omission of Parent or Fusion, a Controlling Party of Fusion or any
          Affiliate of a Controlling Party of Fusion would result in a breach or
          violation
          thereof or, in the case of any Contract, constitute (with or without notice
          or
          lapse of time or both) a default or event of default thereunder, or give
          rise to
          any right of termination, cancellation, amendment, acceleration, repurchase,
          prepayment or repayment or to increased payments thereunder, or give rise
          to or
          accelerate any material obligation or result in the loss or modification
          of any
          material rights or benefits thereunder. The Company and each Subsidiary
          has
          delivered or shall deliver ten (10) days prior to Closing, to Fusion a
          true and
          correct copy of each Contract that is in writing, a description of all
          material
          terms of each Contract or arrangement that is not in writing, and a true
          and
          correct copy of each judgment, injunction, order or decree, listed or described,
          or required to be listed or described, in Schedule 4.14 (b).

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

        (c)  Schedule
          4.14(c) lists or describes all transactions and Contracts between the Company
          or
          any of its Subsidiaries, on the one hand, and any director, executive officer
          or
          stockholder of the Company or any of its Subsidiaries or Equity Affiliates,
          on
          the other hand. The Company has delivered to Fusion or shall deliver ten
          (10)
          days prior to Closing, a true and correct copy of each Contract and arrangement
          that is in writing, and a description of all material terms of each transaction
          and each Contract that is not in writing, listed or described, or required
          to be
          listed or described, in Schedule 4.14(c) 

         

        (d)
           Except
          as
          set forth in Schedule 4.14(d) the Company has not (i) declared or paid
          any
          dividends, or authorized or made any distribution upon or with respect
          to any
          class or series of its capital stock, (ii) incurred any indebtedness for
          money
          borrowed or any other liabilities or mortgaged or pledged, or otherwise
          placed
          or agreed to place a lien or security interest on any asset of the Company
          individually in excess of $2,500, (iii) made any loans or advances to any
          person, other than ordinary advances for travel or other expenses, or (iv)
          sold,
          exchanged, licensed, encumbered, mortgaged, pledged or otherwise disposed
          of any
          of its assets or rights, other than in the ordinary course of
          business.

        


        
          
            4.15   Real
              Estate.
              

          

        

        


        The
          Company does not own any real property or any buildings or other structures
          and
          does not have any options or any contractual obligations to purchase or
          acquire
          any interest in real property. The leasehold interests of the Company and
          each
          Subsidiary are set forth in Schedule 4.15 and are subject to no Lien (other
          than
          Liens on the interests of the respective lessors that indirectly burden
          such
          leasehold interests). All such leases are in good standing and in full
          force and
          effect without amendment thereto, and the Company and each Subsidiary is
          entitled to all benefits under such leases. All such leases are assignable
          except as expressly set forth on Schedule 4.15. Along with each leasehold
          on
          Schedule 4.15, is the name of the Lessor, square footage, yearly rent,
          term and
          security deposit, if any.

          

        4.16   Intellectual
          Property.
          

         

        (i)
          The
          Company’s and each Subsidiary’s Intellectual Property is listed on Schedule
          4.16.

         

        (a)
           (i)
          None
          of the present activities or, the proposed activities, of the Company and
          its
          Subsidiaries or its products services or assets infringe on any Proprietary
          Rights of others, (ii) the Company nor any Subsidiary has received any
          claim or
          notice of any claim to that effect, and (iii) there is no existing or threatened
          infringement or violation by others of the Proprietary Rights of the Company
          or
          any Subsidiary.

         

        (b)
           There
          is
          no existing or threatened violation of the confidentiality of the Company
          or its
          Subsidiary’s confidential information or trade secrets. The Company nor its
          Subsidiaries is making unauthorized use of any confidential information
          or trade
          secrets of any Person, including without limitation any former employer
          of any
          past or present employees or consultants of the Company or any
          Subsidiaries.

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

           

        

        (c)
           None
          of
          the activities of the employees or consultants of the Company or any
          Subsidiaries on behalf of the Company or any Subsidiaries violates or has
          violated any agreements or arrangements that any such employees or consultants
          have or have had with former employers. Each of the employees and consultants
          who contributed to the discovery or development of any of the Proprietary
          Rights
          (other than Proprietary Rights licensed to the Company or applicable Subsidiary
          by any party other than a consultant to the Company or applicable Subsidiary)
          did so in each case within the scope of his or her employment or contractual
          relationship with the Company or applicable Subsidiary.

         

        4.17   Title
          to Assets; Liens.
          

         

        Except
          as
          set forth on Schedule 4.17, the Company and each
          Subsidiary
          has
          good, valid and marketable title to the Assets to be sold free and clear
          of all
          liens, pledges, security interests, charges, claims, restrictions and other
          encumbrances and defects of title of any nature whatsoever. Except
          as
          set forth on Schedule 4.17, the Company or
          applicable Subsidiary
          owns
          outright and has good, valid and marketable title to all of its assets
          and
          properties of every nature whatsoever, including Proprietary Rights and
          Personal
          Property, used in the business, including, without limitation, all of the
          assets
          and properties reflected in the Unaudited Financial Statements, free and
          clear
          of any Lien, except for (i) assets and properties disposed of, or subject
          to
          purchase or sales orders, in the ordinary course of business consistent
          with
          past practice since the Current Balance Sheet Date or (ii) liens or other
          encumbrances securing the claims of materialmen, carriers, landlords and
          like
          persons, all of which are not yet due and payable but which are reflected
          on the
          Financial Statements. There are no developments affecting any of such properties
          or assets pending or, threatened, that might materially detract from the
          value
          of such property or assets, materially interfere with any present or intended
          use of any such property or assets or materially and adversely affect the
          marketability of such properties or assets.  

         

        4.18   Employees
          and Consultants.
          

         

        Set
          forth
          on Schedule 4.18 is a complete list of the Company’s and each Subsidiary’s, (i)
          employees, (ii) consultants and (iii) independent contractors, with names,
          current salaries and, with respect to employees, current positions with
          the
          Company and each Subsidiary. The Company and each Subsidiary generally
          enjoys a
          good employer-employee relationship with its employees. Except as set forth
          on
          Schedule 4.18, neither the Company nor any Subsidiary is delinquent in
          payments
          to any of its employees or consultants for any wages, salaries, commissions,
          bonuses or other direct compensation for any services performed by them
          to the
          date hereof or amounts required to be reimbursed to such employees.

        


        4.19   Insurance.
          

         

        Schedule
          4.19 sets forth a list of all policies or binders of fire, liability, product
          liability, workmen’s compensation, vehicular, directors and officers and other
          insurance held by or on behalf of the Company or its Subsidiaries. Such
          policies
          and binders are in full force and effect, are reasonably believed to be
          adequate
          for the businesses engaged in by the Company or its Subsidiaries and are
          in
          conformity with the requirements of all leases to which the Company and
          each
          Subsidiary is a party and, which are valid and enforceable in accordance
          with
          their terms. The Company or its Subsidiaries are not in and do not expect
          to be,
          in default with respect to any provision contained in any such policy or
          binder,
          nor has the Company or its Subsidiaries failed to give any notice or present
          any
          claim under any such policy or binder in due and timely fashion. There
          are no
          outstanding unpaid claims in excess of $1,000 in the aggregate under all
          such
          policies and binders. The Company and each Subsidiary has not received
          and has
          no reason to believe it will receive, notice of cancellation or non-renewal
          of
          any such policy or binder. 

        


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

        4.20   Banks,
          Brokers and Proxies.
          

         

        Schedule
          4.20 sets forth (i) the name of each bank, trust company, securities or
          other
          broker or other financial institution with which the Company or its Subsidiaries
          has an account, credit line, or safe deposit box or vault or otherwise
          maintains
          relations; (ii) the name of each person authorized by the Company or its
          Subsidiaries to draw on any such account or credit line, to transfer securities,
          or to have access to any safe deposit box or vault; (iii) the purpose of
          each
          such account, safe deposit box or vault; and (iv) the names of all persons
          authorized by proxies, powers of attorney or other like instruments to
          act on
          behalf of the Company or its Subsidiaries in matters concerning its business
          or
          affairs. All such accounts, credit lines, safe deposit boxes and vaults
          are
          maintained by the Company or its Subsidiaries for normal business purposes,
          and
          no such proxies, powers of attorney or other like instruments are
          irrevocable.

         

        
          	 	
                  4.21

                	
                  Fusion
                    Commission Filings.

                


        

         

        The
          Company, each Subsidiary and each of the Company Shareholders have reviewed
          all
          of Parent’s filings with the Commission since February 17, 2005 and have relied
          on the information contained therein in determining to acquire the Fusion
          Common
          Stock pursuant to this Agreement. The Company and each of the Company
          Shareholders have had the opportunity to question Fusion and Parent about
          the
          information contained therein and Parent’s business, and acknowledges Parent nor
          Fusion have made any representations as to the value or performance of
          the
          Fusion Common Stock.

         

        
          	 	
                  4.22

                	
                  Restricted
                    Securities.

                


        

         

        The
          Company and the Company Shareholders understand that the Fusion
          Common
          Stock is not registered under the Securities Act of 1933, as amended
          (the
          "Securities Act"), and that the Fusion Common Stock is being issued pursuant
          to
          an exemption from registration under the Securities Act pursuant to Section
          4(2)
          thereof, which depends upon, among other things, the bona fide nature of
          the
          investment intent and the accuracy of the Company’s representations as expressed
          herein. The Company and the Company Shareholders understand
          that the
          Fusion Common Stock are "restricted securities" under applicable
          U.S.
          federal and state securities laws and that, pursuant to these laws, the
          Company
          or any permitted transferee must hold the Fusion Common Stock unless
          the
          shares are registered with the Commission and qualified by state authorities,
          or
          an exemption from such registration and qualification requirements is available.
          The Company and the Company Shareholders acknowledge that Parent
          has no
          obligation to register or qualify the Fusion Common Stock for
          resale.
          The Company and the Company Shareholders further acknowledge that if an
          exemption from registration or qualification is available, it may be conditioned
          on various requirements including, but not limited to, the time and manner
          of
          sale, and the holding period for the Fusion Common Stock.

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

        
          	 	
                  4.23

                	
                  Legends.

                


        

         

        The
          Company, any permitted transferee, and the Company Shareholders
          understand
          that the Fusion Common Stock shall bear the following legends:

        


        "THE
          SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
          PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR
          UNLESS
          THE SELLER HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY
          TO
          THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
          REQUIRED"

        


        4.24   Solvency 

        


        As
          of the
          Closing Date and after giving effect to the sale of the Assets and to the
          transactions contemplated under this Agreement:

         

        (a)               
          The
          aggregate value of the Company, as a going concern, on a consolidated basis,
          exceeds the amount of all the debts and liabilities (including contingent,
          subordinated, unmatured and unliquidated liabilities) of
          the Company.

         

        (b)              
          No final judgments against the Company or any Subsidiary, in actions
          for
          money damages with respect to pending or threatened litigation could reasonably
          be expected to be rendered at a time when, and in an amount such that,
          the Company or any Subsidiary will be unable to satisfy any such
          judgments
          promptly in accordance with their terms (taking into account the maximum
          reasonable amount of such judgments in any such actions and the earliest
          reasonable time at which such judgments might be rendered) and the cash
          available to the Company and each Subsidiary, after taking into
          account all
          other anticipated uses of the cash of the  Company and each Subsidiary
          (including the payments on or in respect of debt), is anticipated to be
          sufficient to pay all such judgments promptly in accordance with their
          terms.

         

        (c) The Company,
          on a consolidated basis, has not incurred, does not intend to incur, and
          believes that it will not incur, liabilities beyond its ability to pay
          such
          liabilities as such liabilities become absolute and mature.

        


        4.25   Provided
          Information.

         

        All
          written information concerning the Company and its Subsidiaries that has
          been
          prepared by or on behalf of the Company, its Subsidiaries or any of their
          respective officers or authorized representatives and that has been or
          will be
          provided to Fusion and/or Parent, any of its Affiliates or any of their
          respective authorized representatives in connection with this Agreement,
          was or
          will be, at the time made available, correct in all material respects and
          did
          not, at the time made available, contain any untrue statement of a material
          fact
          or omit to state a material fact necessary in order to make the statements
          contained therein not misleading in light of the circumstances under which
          such
          statements are made. 

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

        4.26   Full
          Disclosure.
          

        


          Now
          and
          as of the date of Closing, the Schedules hereto or which shall be attached
          hereto prior to Closing, and all documents and other papers listed therein
          or
          required to be delivered pursuant to this Agreement, all due diligence,
          and the
          Related Agreements are true, complete, correct and authentic. No representation
          or warranty of the Company, any Subsidiary or the Company Shareholders
          contained
          in this Agreement, and, no document or other paper furnished by or on behalf
          of
          the Company any Company Shareholder, or any Subsidiary to Fusion and/or
          Parent
          (or any of its agents) pursuant to this Agreement or in connection with
          the
          transactions contemplated hereby, taken as a whole, contains an untrue
          statement
          of a material fact or omits to state a material fact required to be stated
          therein or necessary to make the statements made, in the context in which
          made,
          not false or misleading. There is no fact that has not been disclosed to
          Fusion
          and/or Parent in this Agreement in writing and the Related Agreements,
          the due
          diligence or the Schedules hereto and thereto that has or will have a Material
          Adverse Effect on the Company or any Subsidiary or its assets, properties,
          business, operations, prospects or condition (financial or otherwise),
          or is
          reasonably likely to have such an effect.

        


        


        4.27   Survival.

         

        The
          Representations and warranties under this Section shall survive the Closing
          Date
          for a period of five (5) years.

         

        ARTICLE
          V

        


        REPRESENTATIONS
          AND WARRANTIES OF PARENT AND FUSION

        


        Fusion
          and Parent hereby represent and warrant to the Company as follows:

         

        
          	 	
                  5.1

                	
                  Organization
                    and Qualification. 

                


        

         

        Each
          of
          Parent and Fusion
          (a) is a corporation duly incorporated, validly existing and in good standing
          under the laws of the State of Delaware, (b) has all requisite corporate
          power
          and authority to own, lease and operate its properties and to carry on
          its
          business as now being conducted; and (c) is duly qualified or licensed
          and
          is in good standing to do business in each jurisdiction in which the properties
          owned, leased or operated by it or the nature of its activities makes such
          qualification necessary, except, in the case of clause (c), in such
          jurisdictions where the failure to be so duly qualified or licensed and
          in good
          standing has not had and is not reasonably likely to have, individually
          or in
          the aggregate, a Material Adverse Effect on Fusion or Parent. 

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        5.2    Authorization
          and Validity of Agreement;
          Fusion Common Stock.

         

        (a)
           Each
          of
          Fusion and Parent has all requisite
          corporate power and authority to enter into this Agreement and to perform
          its
          obligations hereunder and to consummate the transactions contemplated hereby.
          The execution, delivery and performance by Fusion and Parent of this Agreement
          and the consummation of the transactions contemplated hereby have been
          duly and
          validly authorized by all necessary corporate action on the part of Fusion
          and
          Parent. This Agreement has been duly executed and delivered by Fusion and
          is a
          legal, valid and binding obligation of Fusion enforceable against Fusion
          in
          accordance with its terms (except insofar as enforceability may be limited
          by
          applicable bankruptcy, insolvency, reorganization, moratorium or similar
          laws
          affecting creditors’ rights generally, or by principles governing the
          availability of equitable remedies). The
          Fusion Common Stock has been duly
          authorized, and when issued pursuant to the terms of this Agreement will
          be
          validly issued, fully paid and non assessable.

         

        (b)
           Brokers
          and Finders.

         

        No
          agent,
          broker, investment banker, financial advisor or other Person is or will
          be
          entitled, by reason of any agreement, act or statement by Fusion or Parent
          or
          any of its Subsidiaries or their respective directors, officers, employees
          or
          Affiliates, to any financial advisory, broker’s, finder’s or similar fee or
          commission, to reimbursement of expenses or to indemnification or contribution
          in connection with any of the transactions contemplated by this
          Agreement.

         

        5.3   Recommendation
          of the Parent Board.
          

         

        The
          Parent Board of Directors, by vote at a meeting duly called and held, has
          approved this transaction and the issuance of the Fusion Common
          Stock.

         

        ARTICLE
          VI

        


        ADDITIONAL
          COVENANTS AND AGREEMENTS

        


        


        6.1   Access
          to Information Concerning Properties and Records.

         

        During
          the period from the date of this Agreement and continuing until the earlier
          of
          the termination of this Agreement, or upon reasonable notice, the Company
          will
          (and cause each of its Subsidiaries to) afford to the officers, employees,
          counsel, accountants and other authorized representatives of Parent or
          Fusion
          reasonable access during normal business hours to all its properties, personnel,
          books and records and furnish promptly to such Persons such financial and
          operating data and other information concerning its business, properties,
          personnel and affairs as such Persons will from time to time reasonably
          request
          and instruct the officers, directors, employees, counsel and financial
          advisors
          of the Company and each Subsidiary, to discuss the business operations,
          affairs
          and assets of the Company and its Subsidiaries and otherwise fully cooperate
          with the other party in its investigation of the business of the Company
          and
          each Subsidiary. Each of Fusion and Parent agrees that it will not, and
          will
          cause its officers, employees, counsel, accountants and other authorized
          representatives not to, use any information obtained pursuant to this Section
          6.1 for any purpose unrelated to the consummation of the transactions
          contemplated by this Agreement.

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

        6.2   Confidentiality.

         

        Unless
          otherwise agreed to in writing by the party disclosing (or whose Representatives
          disclosed) the same (a “disclosing
          party”),
          each
          party (a “receiving
          party”)
          will,
          and will cause its Affiliates, directors, officers, employees, agents and
          controlling Persons (such Affiliates and other Persons with respect to
          any party
          being collectively referred to as such party’s “Representatives”)
          to,
          (i) keep all Confidential Information (as defined below) of the disclosing
          party
          in strict confidence and not disclose or reveal any such Confidential
          Information to any Person other than those Representatives of the receiving
          party who are participating in effecting the transactions contemplated
          hereby or
          who otherwise need to know such Confidential Information, (ii) use such
          Confidential Information only in connection with consummating the transactions
          contemplated hereby and enforcing the receiving party’s rights hereunder, and
          (iii) not use Confidential Information in any manner detrimental to the
          disclosing party. In the event that a receiving party is requested pursuant
          to,
          or required by, applicable law or regulation or by legal process to disclose
          any
          Confidential Information of the disclosing party, the receiving party will
          provide the disclosing party with prompt notice of such request(s) to enable
          the
          disclosing party to seek an appropriate protective order. A party’s obligations
          hereunder with respect to Confidential Information that (i) is disclosed
          to a
          third party with the disclosing party’s written approval, (ii) is required to be
          produced under order of a court of competent jurisdiction or other similar
          requirements of a governmental agency, or (iii) is required to be disclosed
          by
          applicable law or regulation, will, subject in the case of clauses (ii)
          and
          (iii) above to the receiving party’s compliance with the preceding sentence,
          cease to the extent of the disclosure so consented to or required, except
          to the
          extent otherwise provided by the terms of such consent or covered by a
          protective order. If a receiving party uses a degree of care to prevent
          disclosure of the Confidential Information that is at least as great as
          the care
          it normally takes to preserve its own information of a similar nature,
          it will
          not be liable for any disclosure that occurs despite the exercise of that
          degree
          of care, and in no event will a receiving party be liable for any indirect,
          punitive, special or consequential damages. In the event this Agreement
          is
          terminated, each party will, if so requested by the other party, promptly
          return
          or destroy all of the Confidential Information of such other party, including
          all copies, reproductions, summaries, analyses or extracts thereof or based
          thereon in the possession of the receiving party or its Representatives;
          provided,
          however,
          that
          the receiving party will not be required to return or cause to be returned
          summaries, analyses or extracts prepared by it or its Representatives,
          but will
          destroy (or cause to be destroyed) the same upon request of the disclosing
          party.

         

        For
          purposes of this Section 6.2, “Confidential
          Information”
          of a
          party means all confidential or proprietary information about such party
          that is
          furnished by it or its Representatives to the other party or the other
          party’s
          Representatives, regardless of the manner in which it is furnished.
“Confidential Information” does not include, however, information which (a) has
          been or in the future is published or is now or in the future is otherwise
          in
          the public domain through no fault of the receiving party or its Representatives
          or is otherwise required to be disclosed by law; (b) was available to the
          receiving party or its Representatives on a non-confidential basis prior
          to its
          disclosure by the disclosing party; (c) becomes available to the receiving
          party
          or its Representatives on a non-confidential basis from a Person other
          than the
          disclosing party or its Representatives who is not otherwise bound by a
          confidentiality agreement with the disclosing party or its Representatives,
          or
          is not otherwise prohibited from transmitting the information to the receiving
          party or its Representatives, or (d) is independently developed by the
          receiving
          party or its Representatives through Persons who have not had, either directly
          or indirectly, access to or knowledge of such information. Nothing contained
          in
          this Section 6.2 shall be construed to limit a receiving party’s right to
          independently develop or acquire products without use of the disclosing
          party’s
          Confidential Information. 

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

        Neither
          the Company nor any Subsidiary or Company Shareholder nor any party related
          thereto, will issue any press release without Parent or Fusion’s express written
          consent.

         

        
          	 	
                  6.3

                	
                  Conduct
                    of the Company and each Subsidiary’s Business Pending and Post
                    Closing.

                


        

         

        Except
          as
          set forth in Schedule 6.3, the Company will, and will cause each of its
          Subsidiaries to, except as permitted, required or specifically contemplated
          by
          this Agreement, or consented to or approved in writing by Parent or Fusion,
          during the period commencing on the date hereof and ending at the
          Closing:

         

        (a) conduct
          its business only in, and not take any action except in, the ordinary and
          usual
          course of its business and consistent with past practices;

         

        (b) use
          reasonable best efforts to preserve intact its business organization, to
          preserve its Licenses and Permits in full force and effect, to maintain
          its
          Intellectual Property (including the payment of any administrative fees),
          to
          keep available the services of its present officers and key employees,
          and to
          preserve the goodwill of those having business relationships with
          it;

         

        (c) not
          (i)
          modify or change in any material respect any License, Permit, any Material
          Contract or any other Contract that is material to the business of the
          Company
          or any Subsidiary, other than in the ordinary course of business consistent
          with
          past practice; (ii) modify or change in any respect any of the Specified
          Contracts; (iii) terminate any License, Permit, Material Contract or any
          other
          Contract that is material to the business of the Company, (iv) issue any
          equity
          to any person except as set disclosed to approved by Fusion in writing;
          (v) hire
          any new employee, replace any existing employee, enter into any new employment,
          consulting, contractor, agency or commission agreement, make any amendment
          or
          modification to any such existing agreement or grant any increases in
          compensation, other than the regular annual salary increases required to
          be made
          pursuant to the terms of existing employment agreements with employees
          of the
          Company or its Subsidiaries who are not directors or officers of the Company;
          (vi) provide security for any of its outstanding unsecured Indebtedness,
          provide
          additional security for any of its outstanding secured Indebtedness or
          grant,
          create or suffer to exist any Lien on or with respect to any assets or
          rights of
          the Company or any Subsidiary of the Company; (vii) enter into or assume
          any
          Contract that would be a Specified Contract, or amend any term of any existing
          Contract in a manner that would cause it to become a Specified Contract;
          or
          (viii) enter into or assume any Contract with respect to any of the
          foregoing;

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

        (d) not
          acquire or agree to acquire by merging or consolidating with, or by purchasing
          a
          substantial equity interest in or a substantial portion of the assets of,
          or by
          any other manner, any business or any corporation, partnership, association
          or
          other business organization or division thereof or otherwise acquire or
          agree to
          otherwise acquire any assets that are material, individually or in the
          aggregate, to the Company and its Subsidiaries taken as a whole;

         

        (e) not
          sell,
          lease or encumber or otherwise voluntarily dispose of, or agree to sell,
          lease,
          encumber or otherwise dispose of, any of its assets that are material,
          individually or in the aggregate, to the Company and its Subsidiaries taken
          as a
          whole;

         

        (f) not
          incur
          any amount of Indebtedness or assume or enter into any Contract to do so
          except
          as set forth on Schedule 6.3(f). In addition, schedule repayment terms
          of each
          item scheduled;

         

        (g) not
          modify or change in any respect, or terminate any agreement related to
          material
          Intellectual Property; 

         

        (h) not
          take
          any action that would cause its representations and warranties contained
          in
          Section 4 to be untrue in any respect or, except as otherwise contemplated
          by
          this Agreement, make any changes to the corporate structure of the Company
          and
          its Subsidiaries (including the structure of the ownership by the Company
          of the
          direct and indirect interests in its Subsidiaries and of the ownership
          by the
          Company and its Subsidiaries of their respective businesses and assets);
          

         

        (i) give
          prompt notice in writing to Fusion of (i) any information that indicates
          that
          any of the Company’s representations or warranties or any Subsidiaries contained
          herein were not true and correct as of the date hereof or will not be true
          and
          correct as of the Effective Time and upon Closing (except for changes permitted
          or contemplated by this Agreement), (ii) the occurrence of any event that
          will
          result, or has a reasonable prospect of resulting, in the failure of any
          condition specified in Article VI hereof to be satisfied, (iii) any notice
          or
          other communication from a third party alleging that the consent of such
          third
          party is or may be required in connection with the transactions contemplated
          by
          this Agreement or that such transactions otherwise may violate the rights
          of or
          confer remedies upon such third party; (iv) any notice of, or other
          communication relating to, any litigation or any order or judgment entered
          or
          rendered therein; and the occurrence of any event that will result, or
          has a
          reasonable prospect of resulting, in the failure of any condition specified
          in
          Article 8.2 to be satisfied.

         

        6.4    Undertakings.

         

        Except
          as
          set forth in Schedule 6.4 the Company will, and will cause each of its
          Subsidiaries to, undertake the following:

         

        (a) Audit.
          The
          Company and its Subsidiaries will undertake to cause an audit of its 2004
          Financial Statements on a quarterly basis and a review of its 2005 Financial
          Statements on a monthly basis by Rothstein, Kass and Company, P.C., or
          such
          other accounting firm acceptable to Fusion, and cause to be delivered such
          audited Financial Statements to Fusion 30 days following the Closing Date.
          Fusion will share the cost (50/50) of a reasonable audit with the Company
          provided that (i) the audit is “reasonable” when compared to a company whose
          financial records are in such a form as not to cause any extraordinary
          audit
          procedures or work; (ii) the transaction closes; and (iii) the amount of
          Parent’s portion does not exceed $10,000. 

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

        (b) Liabilities.
          In the event Parent or Fusion permits the Company or any subsidiary to
          retain
          any liabilities post closing, as reflected on Schedule 8.2(m), Parent,
          or
          Fusion, as the case may be, shall, without assuming any of the liabilities,
          control payment by the Company or any Subsidiary to each liability. The
          Company
          and the Company Shareholders understand(s) and agree(s) that Fusion and/or
          Parent, shall have the absolute right to setoff against all or any portion
          of
          the payments due the Company or the Company Shareholders, whether in the
          form of
          Fusion Common Stock or Cash Payment, against all, or any portion of the
          Stock
          Payment, the Cash Payment or the Earn-Out Compensation that may hereafter
          become
          due up to the full amount of any liabilities that Parent or Fusion may
          pay
          pursuant to the provisions of this Section or otherwise. Fusion and/or
          Parent
          reserve the right to make adjustments from the Cash Payment, Earn-Out
          Compensation or Stock Payment, or a combination of each, and in any order,
          in
          its sole discretion.

         

        (c)
           Operating
          Agreement. At the request of Fusion and Parent, the Company shall enter
          into a
          Management Agreement with Fusion pursuant to which Parent would assume
          the
          responsibility for the management of the Company’s day to day operations in
          consideration for a management fee to be determined or otherwise to be
          determined on commercially reasonable terms,.

         

        (d) Section
          6.4 shall survive Closing until such time as  6.4(a)
          and 6.4(b) are completed and Fusion notifies the Company in
          writing.

         

        ARTICLE
          VII

         

        INDEMNIFICATION

         

        
          
            7.1   Indemnification
              by the Company, each Subsidiary and the Company
              Shareholders. 

          

        

         

        From
          and
          after the Closing, the Company, each Subsidiary, and each of the Company
          Shareholders, jointly and severally, will reimburse, indemnify and hold
          harmless
          Fusion and Parent and each of its shareholders, directors, officers, employees
          and agents, and each of its affiliates (each such person and its successors
          and
          assigns is referred to herein as a “Company Indemnified Party”) against and in
          respect of:

         

        (a)
          any
          and all liabilities and obligations of any nature whatsoever relating to
          the
          Company, any Subsidiary or the Company Shareholders, the Company or any
          Subsidiary or the Business or the Assets prior to and after the Closing
          that any
          Company Indemnified Party becomes liable for as a result of the purchase
          of the
          Assets or related to this Agreement;

         

        (b)
          any
          and all actions, suits, claims, or legal, administrative, arbitration,
          governmental or other proceedings or investigations against any Company
          Indemnified Party that relate to the Company any of its Subsidiaries, or
          the
          Company Shareholders, the Company or any of its Subsidiaries business or
          the
          Assets and which result from or arise out of any event, occurrence, action,
          inaction or transaction occurring prior to the Closing Date and
          thereafter;

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

        (c)
          any
          and all damages, losses, deficiencies, liabilities, costs and expenses
          incurred
          or suffered by any Company Indemnified Party that result from, relate to
          or
          arise out of:

         

        (i)
          any
          material misrepresentation, breach of material warranty or nonfulfillment
          of any
          material agreement or covenant on the part of the Company, any of its
          Subsidiaries, or the Company Shareholders under this Agreement or from
          any
          misrepresentation in or omission from any certificate, response to due
          diligence, schedule, statement, document or instrument furnished to Fusion
          pursuant hereto or in connection with the negotiation, execution or performance
          of this Agreement;

         

        (ii)
          any
          claim by any former officer or employee, distributor, customer or creditor
          of
          the Company or any Subsidiary or third party related to the Company or
          any
          Subsidiary; and

         

        (iii)
          any
          of the matters referred to in subparagraphs (a) and (b) above; and

         

        (d)
          any
          and all actions, suits, claims, proceedings, investigations, demands,
          assessments, audits, fines, judgments, costs and other expenses (including,
          without limitation, reasonable legal fees and expenses) incident to any
          of the
          foregoing or to the enforcement of this Section 7.1.

         

        Notice
          must be given within a reasonable time after discovery of any fact or
          circumstance on which a party could claim indemnification (“Claim” or “Claims”).
          The notice shall describe the nature of the Claim, if the Claim is determinable,
          the amount of the Claim, or if not determinable, an estimate of the amount
          of
          the Claim. Each party agrees to use its best efforts to minimize the amount
          of
          the loss or injury for which it is entitled to indemnification. If the
          party, in
          order to fulfill its obligations to the other party must take legal action
          or if
          the party is involved in legal action, the outcome of which could give
          rise to
          its seeking indemnification, one party shall consult with the other party
          with
          respect to such legal action and allow it to participate therein.

         

        No
          Claim
          for which indemnification is asserted shall be settled or compromised without
          the written consent of the Parent or Fusion.

         

        A
          Claim
          shall be deemed finally resolved in the event a matter is submitted to
          a court,
          upon the entry of judgment by a court of final authority. 

         

        7.2   Payment
          of Indemnification Obligation. 

         

        The
          Company, its Subsidiaries and the Company Shareholders agree to pay promptly
          to
          any Company Indemnified Party, the amount of all damages, losses, deficiencies,
          liabilities, costs, expenses, claims and other obligations to which the
          foregoing indemnities relate, including attorneys’ fees. Fusion or Parent may
          setoff any indemnification obligation from any portion of the Purchase
          Price,
          the Stock Payment, the Cash Payment or the Earn-Out
          Compensation.


         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

        7.3    Other
          Rights and Remedies Not Affected. 

         

        The
          indemnification rights of the Company Indemnified Party under this Article
          VII
          are independent of and in addition to such rights and remedies as the Company
          Indemnified Party may have at law or in equity or otherwise for any
          misrepresentation, breach of warranty or failure to fulfill any agreement
          or
          covenant hereunder, including without limitation the right to seek specific
          performance, rescission or restitution, none of which rights or remedies
          shall
          be affected or diminished hereby.

         

        7.4   Survival. 

        


        Notwithstanding
          any right of any party to investigate fully the affairs of the other party
          and
          notwithstanding any knowledge of facts determined or determinable by such
          party
          pursuant to such investigation or right of investigation, Parent and Fusion
          has
          the right to rely fully upon the representations, warranties, covenants
          and
          agreements of the Company, each Subsidiary and the Company Shareholders
          in this
          Agreement or in any Schedule, certificate or financial statement delivered
          by
          any party pursuant hereto. All such Company, each Subsidiary and the Company
          Shareholders representations, warranties, covenants and agreements shall
          survive
          the execution and delivery hereof and the Closing hereunder and the Company
          Indemnified Party shall be indemnified in accordance with this Section
          7 or
          other express provisions in this Agreement, and, except as otherwise
          specifically provided in this Agreement, the obligations shall thereafter
          terminate and expire at the end of the fifth (5th)
          full
          calendar year after the Closing Date unless a claim has been asserted prior
          to
          that date.

        


         

        ARTICLE
          VIII

         

        CONDITIONS
          PRECEDENT

         

        
          
            8.1   Conditions
              Precedent to the Obligations of Fusion and Parent and the
              Company.

          

        

         

         

        The
          respective obligations of Fusion and Parent (8.2) and the Company (8.3)
          to
          consummate the Closing are subject to the satisfaction at or prior to the
          Closing Date of each of the following conditions:

         

        8.2   Conditions
          Precedent to the Obligations of Fusion
          and Parent.

         

        The
          obligations of Fusion and Parent to consummate the Closing are subject
          to the
          satisfaction at or prior to the Closing Date of each of the following
          conditions, unless waived by Parent or Fusion in writing:

         

        (a) Accuracy
          of Representations and Warranties.
          The
          representations and warranties of the Company, its Subsidiaries and the
          Company
          Shareholders contained in Sections 4 shall be true and correct in all respects
          as of the date of this Agreement and on and as of the Closing Date as though
          made on and as of the Closing Date. Each other representation and warranty
          of
          the Company, its Subsidiaries and the Company Shareholders contained in
          this
          Agreement shall, if specifically qualified by materiality, be true and
          correct
          and, if not so qualified, be true and correct in all material respects
          in each
          case as of the date of this Agreement and (except to the extent such
          representation and warranty speaks as of a specified earlier date) on and
          as of
          the Closing Date as though made on and as of the Closing Date.

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

        (b) Performance
          of Agreements.
          The
          Company and each of its Subsidiaries shall have performed in all material
          respects all obligations and agreements, and complied in all material respects
          with all covenants and conditions, contained in this Agreement to be performed
          or complied with by it prior to or on the Closing Date.

         

        (c) Officers’
          Certificate.
          The
          Company and each of its Subsidiaries shall have delivered to Fusion (i)
          a
          certificate, dated the Closing Date, signed on behalf of the Company by
          the
          Chief Executive Officer, Chief Financial Officer of the Company and each
          of its
          Subsidiaries certifying as to the fulfillment of the conditions specified
          in
          Section 8, (ii) certificates, dated the Closing Date, signed by and on
          behalf of
          each of the individuals listed on Schedule 8.2(c), and (iii) a certificate
          of
          the Secretary of the Company certifying, among other things the incumbency
          of
          all officers of the Company having authority to execute and deliver this
          Agreement and the agreements and documents contemplated hereby and the
          transactions contemplated hereby.

         

        (d) Approvals.
          The
          holders of any indebtedness of the Company or any Subsidiary or the Company
          Shareholders, the lessors of any real or personal property or assets leased
          by
          the Company or any Subsidiary, the parties (other than the Company or any
          Subsidiary) to any agreement, contract or commitment to which the Company
          or any
          Subsidiary is a party, any governmental agency or body or any other person,
          firm
          or corporation which owns or has authority to grant any franchise, license,
          permit, right or other authorization necessary for the business or operations
          of
          the Company or any Subsidiary, to the extent that their consent or approval
          is
          required, necessary or, in the opinion of Fusion, desirable under the pertinent
          debt, lease, agreement, license, contract or commitment or other document
          or
          instrument or under applicable laws, rules or regulations for the consummation
          of the transactions contemplated hereby in the manner herein provided,
          shall
          have granted such consent or approval without resulting in the modification,
          cancellation or termination of any such lease, agreement, contract or commitment
          or of any such franchise, license, permit, right or other authorization
          or the
          subjection of the Company or any Subsidiary to any law, rule, regulation
          or
          condition which, in the judgment of Fusion, shall be unduly burdensome.
          The
          holders of any Indebtedness of the Company or any Subsidiary or the Company
          Shareholders shall release any real property, personal property and assets
          leased by the Company or any Subsidiary and other assets which are part
          of the
          Assets from any lien or other security interests pertaining to such
          assets.

         

        (e) Liens
          and Encumbrances.
          Except
          as set forth on Schedule 8.2(e), on or before the closing, the Company
          and each
          Subsidiary shall have obtained a release and discharge of any and all liens
          (including Tax Liens), security interests, restrictions, defects and
          encumbrances which affect the Business or Assets to be transferred and
          provide
          Company with all UCC-3 forms where applicable.

         

        (f) No
          Adverse Enactments.
          There
          shall not have been any statute, rule, regulation, order, judgment or decree
          proposed, enacted, promulgated, entered, issued, enforced or deemed applicable
          by any foreign or United States federal, state or local Governmental Entity,
          and
          there shall be no action, suit or proceeding pending or threatened, which,
          in
          Fusion’s reasonable judgment (i) makes or may make this Agreement, or any of the
          other transactions contemplated by this Agreement illegal or imposes or
          may
          impose material damages or penalties in connection therewith, (ii) otherwise
          prohibits or unreasonably delays, or may prohibit or unreasonably delay
          transactions contemplated by this Agreement or increases in any material
          respect
          the liabilities or obligations of Fusion arising out of this Agreement,
          or any
          of the transactions contemplated by this Agreement.

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

        (g) Contract
          Consents and Notices.
          All
          consents to contracts required in connection with the consummation of the
          transactions contemplated hereby and which, if not obtained or given, would
          have, individually or in the aggregate, a Material Adverse Effect on the
          transactions contemplated shall have been obtained and given.

         

        (h) No
          Material Adverse Change.
          Since
          the date hereof, nothing shall have occurred, and Fusion shall not have
          become
          aware of any circumstance, change or event having occurred prior to such
          date,
          which individually or in the aggregate, has had or, in the reasonable judgment
          of Fusion, could be expected to have, a material adverse effect on (i)
          the
          transactions contemplated hereby or Fusion’s liabilities or obligations with
          respect to such transactions, or (ii) the business, assets, results of
          operations, financial condition or prospects of the Company and its
          Subsidiaries, taken as a whole, , or Fusion and its Subsidiaries, taken
          as a
          whole (including any potential change or event disclosed on any Schedule
          which,
          subsequent to the date hereof, actually occurs) or (iii) a declaration
          of a
          banking moratorium or any general suspension of payments in respect of
          banks in
          the United States.

         

        (i) Receipt
          of Approvals and Consents from Governmental Entities.
          All
          approvals and consents by any Governmental Entity required in connection
          with
          the consummation of the transactions contemplated hereby shall have been
          obtained and shall be in full force and effect, all filings with any
          Governmental Entity as are required in connection with the consummation
          of such
          transactions shall have been made, and all waiting periods, if any, applicable
          to the consummation of such transactions imposed by any Governmental Entity
          shall have expired, other than those which, if not obtained, in force or
          effect,
          made or expired (as the case may be) would not, either individually or
          in the
          aggregate, have a material adverse effect on the transactions contemplated
          hereby or a Material Adverse Effect on the Company and its Subsidiaries
          taken as
          a whole, Fusion and its Subsidiaries taken as a whole, any Controlling
          Party of
          Fusion and its Subsidiaries taken as a whole or the Surviving Entity and
          its
          Subsidiaries taken as a whole, to be ineffective.

         

        (j) Proceedings
          Satisfactory.
          All
          actions, proceedings, instruments and documents required to carry out the
          transactions contemplated hereby or incidental hereto and all other related
          legal matters shall have been reasonably satisfactory to and approved by
          counsel
          for Fusion and such counsel shall have been furnished with such certified
          copies
          of such corporate actions and proceedings and such other instruments and
          documents as such counsel shall have reasonably requested.

         

        (k) Due
          Diligence.
          The
          Company confirms in writing that it has provided and fully disclosed all
          requested due diligence materials and the Parent and Fusion have completed
          a
          review of and have approved in writing, in their sole discretion, all due
          diligence materials and schedules.

         

        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

        (l) Post
          Acquisition Plan.
          The
          Company and Fusion have completed a post sale plan for the Company’s business
          which is acceptable to Fusion in its sole discretion and approved in
          writing.

         

        (m) Satisfaction
          of Liabilities.
          On the
          Closing date, Fusion shall have received evidence in form, and substance
          satisfactory to Fusion and its counsel, of the satisfaction of all contingent
          and accrued liabilities of the Company and its Subsidiaries as Fusion shall
          require. The Company and its Subsidiaries shall pay all Taxes prior to
          payment
          of private vendors or payees. In the event Parent or Fusion permit the
          Company
          or any Subsidiary to retain a liability, said liability will be fully disclosed
          on Schedule 8.2(m).

         

        (n) Lock-up
          Agreement.
          On the
          Closing Date, Fusion shall have received a Lock-up Agreement from the Company
          (or Company Shareholders or any transferee (who will be subject to all
          the
          restrictions with respect to the Fusion Common Stock set forth in the Agreement
          ) in the form of Exhibit
          “B.”

         

        (o) Employment
          Agreement.
          On the
          Closing Date, Ed Weaver shall execute an employment agreement in the form
          attached hereto as Exhibit
          “C.”
          The
          terms of the Employment Agreement shall be for two (2) years and include
          appropriate non-compete and performance provisions. It is acknowledged
          that
          Timothy Ringgenberg will not be employed by Fusion or any of its
          subsidiaries.

         

        (p) Employee
          Letters.
          On the
          Closing date, Fusion shall have received a Letter Agreement from those
          employees
          and consultants listed on Schedule 4.18 in the form attached hereto as
          Exhibit
          “D”
          confirming their continued employment by Fusion after the Closing.

         

        (q) Transfer
          of Equity.
          On the
          Closing Date Ed Weaver and Tim Ringgenberg, and any party whom shall be
          related
          thereto, shall transfer 100% of the equity in each Subsidiary or Affiliated
          Party to the Company.

         

        (r) Transfer
          of Parent Shares.
          On the
          Closing Date, the Company shall have prepared instructions to transfer
          126,500
          Fusion Shares to certain shareholders of the Company and shall have delivered
          Lock Up Agreements from such Shareholders.

         

        (s) Agreements. 
          The Company shall have received consents in writing to the assignment of
          the
          rights of the Company or its Subsidiaries from the parties to the Agreements
          listed on Schedule 2.2 such that the Fusion may succeed to those
          rights.

         

        (t) Licenses.
          The
          Company and each Subsidiary shall have received the consent of each Governmental
          Entity required in connection with the transfer of each License and Permit
          listed on Schedule 2.2(e) to Fusion, or its designee, at the time of
          Closing.

         

        (u) E911
          Notification.
          The
          Company and each Subsidiary will provide evidence satisfactory to Fusion
          and its
          counsel that they have fully complied with the E911 notification requirement
          as
          set forth by the Federal Communications Commission where
          applicable.

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

        (v)
           Opinion.
          Fusion
          shall have received an opinion from Company’s counsel, in form and substance
          satisfactory to Fusion and its counsel, covering the following matters,
          and such
          other matters as Fusion may reasonably request:

         

        (i)
           The
          Company and each of the Company’s Subsidiaries have been duly incorporated and
          validly exist as a corporation in good standing under the laws of
          incorporation;

        


        (ii)
           The
          Company and each of the Company’s Subsidiaries have corporate power and
          authority to own, lease and operate its properties and to conduct its
          business;

        


        (iii)
           The
          authorized, issued and outstanding capital stock of the Company and each
          Subsidiary is as set forth in the Agreement, as supplemented or
          amended;

        


        (iv)
           The
          Company and each Subsidiary is duly qualified as a foreign corporation
          to
          transact business and is in good standing in each jurisdiction in which
          such
          qualification is required, whether by reason of the ownership or leasing
          of
          property or the conduct of business, except where the failure so to qualify
          or
          to be in good standing would not result in a Material Adverse
          Effect;

        


        (v)
           The
          shares of issued and outstanding capital stock of the Company, including
          the
          Subsidiaries, have been duly authorized and validly issued and are fully
          paid
          and non-assessable; and none of the outstanding shares of capital stock
          of the
          Company or a Subsidiary was issued in violation of the preemptive or other
          similar rights of any security holder of the Company or a Subsidiary;


        


        (vi)
           each
          of
          the Company Subsidiaries has been duly incorporated and is validly existing
          as a
          corporation in good standing under the laws of the jurisdiction of its
          incorporation, has corporate power and authority to own, lease and operate
          its
          properties and to conduct its business as described in the Agreement and
          is duly
          qualified as a foreign corporation to transact business and is in good
          standing
          in each jurisdiction in which such qualification is required, whether by
          reason
          of the ownership or leasing of property or the conduct of business; (B)
          except
          as otherwise disclosed in the Agreement, all of the issued and outstanding
          capital stock of each of the Company Subsidiaries has been duly authorized
          and
          validly issued, is fully paid and non-assessable and, to the knowledge
          of such
          counsel, is owned by the Company, directly or through Subsidiaries, free
          and
          clear of any security interest, mortgage, pledge, lien, encumbrance, claim
          or
          equity; and (c) none of the outstanding shares of capital stock of any
          of the
          Company's Subsidiaries was issued in violation of the preemptive or similar
          rights of any security holder of such Subsidiary. 

        


        (viii)
           To
          the
          knowledge of such counsel, there is not pending or threatened any action,
          suit,
          proceeding, inquiry or investigation, to which the Company or any Subsidiary
          of
          the Company is a party, or to which the property of the Company or any
          Subsidiary of the Company is subject, before or brought by any court or
          governmental agency or body, (a) which might reasonably be expected to
          result in
          a Material Adverse Effect, or (b) which might reasonably be expected to
          materially and adversely affect the properties or assets thereof or the
          consummation of the transactions contemplated in this Agreement or the
          performance by the Company or its Subsidiaries of its obligations thereunder
          or
          the transactions contemplated by the Agreement, or (c) required to be described
          in the Agreement but not so described;

        


        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

        (ix)
           To
          the
          knowledge of such counsel, neither the Company nor any of its Subsidiaries
          is in
          violation of its charter or by-laws or other organizational documents and
          no
          default by the Company or any of its Subsidiaries exists in the due performance
          or observance of any material obligation, agreement, covenant or condition
          contained in any contract, indenture, mortgage, loan agreement, note, lease
          or
          other agreement or instrument that is described or referred to in the Agreement
          or filed or incorporated by reference therein;

        


        (x)
           The
          execution, delivery and performance of the Agreement and the consummation
          of the
          transactions contemplated in the agreement and the and compliance by the
          Company
          or its Subsidiaries with its obligations under the Agreement, do not and
          will
          not, whether with or without the giving of notice or lapse of time or both,
          conflict with or constitute a breach of, or default under, or result in
          the
          creation or imposition of any Lien, charge or encumbrance upon any property
          or
          assets of the Company or any Subsidiary pursuant to, any contract, indenture,
          mortgage, deed of trust, loan or credit agreement, note, lease or any other
          agreement or instrument, known to such counsel, to which the Company or
          any of
          its Subsidiaries is a party or by which it or any of them may be bound,
          or to
          which any of the property or assets of the Company or any Subsidiary of
          the
          Company is subject (except for such conflicts, breaches or defaults or
          Liens,
          charges or encumbrances for which waivers have been obtained or that would
          not
          have a Material Adverse Effect), nor will such action result in any violation
          of
          the provisions of the charter or by-laws of the Company or any of its
          Subsidiaries, or, to such counsel's knowledge, any applicable law, statute,
          rule, regulation (assuming compliance with all applicable state securities
          and
          Blue Sky laws) applicable to the Company or any judgment, order, writ or
          decree,
          known to such counsel, of any government, government instrumentality or
          court,
          domestic or foreign, having jurisdiction over the Company or any of its
          Subsidiaries or any of their respective properties, assets or operations.
          

        


        (w) Bulk
          Sales.
          The
          Company and its Subsidiaries shall have complied with all Bulk Sales Transaction
          rules in each jurisdiction as applicable.

        


        (x) Debtor
          and Creditor Act.
          The
          Company and its Subsidiaries shall have complied with the rules and regulations
          of each particular jurisdiction as they pertain to creditor’s rights, including
          but not limited to, right of notification of an asset sale.

        


        (y) VOIC.
          The
          Company and its Subsidiaries shall cause VOIC to enter into an exclusive
          Independent Marketing Agreement with the Parent and any Company Shareholder
          having an interest, directly or indirectly, with VOIC shall sever such
          interest
          with VOIC prior to Closing. A form of the Independent Marketing Agreement
          is
          attached hereto as Exhibit “E.”

        


        (z) Obligations
          to Shareholders.
          The
          Company and its Subsidiaries will satisfy all lawful obligations with each
          of
          its shareholders.

        


        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

        (aa) Litigation.
          The
          Company, and its Subsidiaries, shall have fully resolved discharged and
          be
          released from all pending or threatened litigation, set forth on Schedule
          4.11.

        


        (bb) Philippines.
          Fusion
          shall have entered into an agreement, in accordance with Philippine laws,
          to
          utilize the license of Philippines until such time as Fusion or Parent
          or its
          designee can obtain their own license.

        


        (cc) Audit.
          The
          Company and its Subsidiaries, in the opinion of Fusion and its auditors,
          are
          able to comply with the audit requirements of Section 6.4(a).

        


        (dd) Schedules.
          (a) In
          the event the schedules required to be produced by the Company, a subsidiary
          or
          any of the Company Shareholders are not completed prior to execution of
          this
          Agreement, and in such case the Parent or Fusion gives express written
          permission to complete any schedules post the date this Agreement is executed,
          the Company, each subsidiary and the Company Shareholders shall cause the
          schedules to be completed in their entirety and provide all supporting
          due
          diligence material to support said schedules at least ten (10) days prior
          to the
          Closing. (b) Fusion reserves the right to reject or accept any item listed
          on
          any Schedule prior to the Closing.

        


        (ee) Operating
          Agreements.
          Effective upon Closing, Hong Kong, Philippines, Malaysia and UK, shall
          have
          entered into an operating agreement with Fusion, or its designee, which
          will
          include, but not be limited to, terms that require (i) Parent is the exclusive
          provider of services (of the type(s) offered by Parent); (ii) all revenues
          and
          profits will flow to Parent post Closing; and (iii) Parent has 100% of
          the
          operational control of the business of each post Closing.

        


        (ff)
          Additional
          Representations and Warranties. Prior
          to
          closing, the Company, the Subsidiaries and the Company Shareholders shall
          provide Fusion and Parent any additional warranties and representations
          as they
          may reasonably request based in information determined from any Schedules
          provided subsequent to the execution of this Agreement..

        


        (gg) Signatory.
          The
          Company and each Subsidiary shall execute and file contemporaneous with
          Closing,
          such documentation necessary to remove the signatory(s) on each bank account,
          cash, merchant accounts, or the like, and replace such signatory with the
          person
          or persons whom the Parent or Fusion shall elect.

        


        
          	 	
                  8.3

                	
                  Conditions
                    Precedent to the Obligations of the Company,
                    each Subsidiary and the Company
                    Shareholders.

                


        

         

        The
          obligation of the Company to consummate the Closing is also subject to
          the
          satisfaction at or prior to the Closing Date of each of the following
          conditions, unless waived by the Company:


         

        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

        (a) Accuracy
          of Representations and Warranties.
          All
          representations and warranties of Fusion contained herein shall, if specifically
          qualified by materiality, be true and correct and, if not so qualified,
          be true
          and correct in all material respects in each case as of the date of this
          Agreement and (except to the extent such representations and warranties
          speak of
          a specified earlier date) as though made on and as of the Closing
          Date.

         

        (b) Performance
          of Agreements.
          Fusion
          shall have performed in all material respects all obligations and agreements,
          and complied in all material respects with all covenants and conditions,
          contained in this Agreement to be performed or complied by them on the
          Closing
          Date.

         

        ARTICLE
          IX


         

        TERMINATION

         

        
          	 	
                  9.1

                	
                  Termination
                    by Either Fusion or the Company.
                    

                


        

         

        In
          the
          event any of the conditions contained in Section 8.2 are not fully and
          completely satisfied as solely determined by the Parent or Fusion, and
          the
          conditions shall not have been expressly waived in writing, this Agreement
          shall
          terminate upon notice by the Parent or Fusion to the Company. In the event
          any
          of the conditions contained in Section 8.3 are not satisfied by Fusion
          as of the
          Closing Date and the conditions shall not have been waived, this Agreement
          shall
          terminate upon notice by the Company to Fusion.

         

        9.2    Effect
          of Termination and Abandonment.
          

         

        In
          the
          event of termination of this Agreement pursuant to this Article IX, this
          Agreement,
          except as to
          the
          provisions of Section 4.11, Section 6.2 and Section 7 which shall expressly
          survive any termination, shall become void and of no effect with no liability
          on
          the part of any party hereto (or of any of its directors, officers, employees,
          agents, legal and financial advisors or other representatives); provided,
          however,
          except
          as otherwise provided herein, no such termination shall relieve any party
          hereto
          of any liability or damages resulting from any willful or intentional breach
          of
          this Agreement.

         

        ARTICLE
          X


         

        MISCELLANEOUS

         

        10.1   No
          Waiver, Survival of Representations, Warranties, Covenants and
Agreements. 

         

        The
          respective representations and warranties of Parent, Fusion, the Company,
          each
          Subsidiary and the Company Shareholders contained herein or in any schedule
          or
          certificate or other instrument delivered pursuant hereto prior to or at
          the
          Closing shall not be deemed waived or otherwise affected by any investigation
          made by any party hereto or any knowledge of any party (including any employee
          of any party) for whose benefit such representations and warranties are
          made.
          The respective covenants and agreements of the parties contained herein
          which
          are to be performed after the Closing shall survive the Closing Date and
          shall
          only terminate in accordance their respective terms.

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

        
          	 	
                  10.2

                	
                  Expenses.

                


        

         

        The
          parties shall pay their own expenses incidental to the preparation of this
          Agreement, the carrying out of the provisions of this Agreement and the
          consummation of the transactions contemplated hereby. 

         

        
          	 	
                  10.3

                	
                  Remedy.

                


        

         

        The
          Company , it Subsidiaries and the Company Shareholders acknowledge that
          the
          Assets are unique and not otherwise available and agree that, in addition
          to any
          other remedy available to Fusion or Parent; Fusion and/or Parent may invoke
          any
          equitable remedy to enforce performance hereunder, including, without
          limitation, the remedy of specific performance.

         

        
          	 	
                  10.4

                	
                  Notices.

                


        

         

          All
          notices, requests, demands, waivers and other communications required or
          permitted to be given under this Agreement shall be in writing and shall
          be
          deemed to have been duly given if delivered personally (by courier service
          or
          otherwise) or mailed, certified or registered mail with postage prepaid,
          or sent
          by confirmed telecopier, as follows:

         

        (a)   If
          to
          Fusion or Parent:

         

        Fusion
          Telecommunications International, Inc.

        420
          Lexington Avenue, Suite 518

        New
          York,
          New York 10170

        Facsimile:
          (212) 972-7884

        


        with
          a
          copy to:

        


        Heitz
          & Associates, P.C.

        345
          Woodcliff Drive

        Fairport,
          New York 14450

        Attention:
          William R. Heitz, Esq.

        Facsimile:
          (585) 387-0130

        


        with
          an
          additional copy to:

        


        Andrew
          Lewin, Esq.

        Fusion
          Telecommunications International, Inc.

        420
          Lexington Avenue, Suite 518

        New
          York,
          New York 10170

        Facsimile:
          (212) 972-7884

        


        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

        (b)   If
          to the
          Company and/or its Subsidiaries:

         

        iFreedom
          Communications, Inc.

        3
          Holland

        Irvine,
          CA 92618 

        Facsimile:
          949-461-9267

        


        with
          a
          copy to:

        


        Richard
          I. Anslow, Esq.

        Anslow
          & Jaclin, LLP

        195
          Route
          9 South, Suite 204

        Manalapan,
          New Jersey 07726

        Fascimile:
          (732) 577-1188

         

        (c)   If
          to the
          Company Shareholders:

         

        iFreedom
          Communications

        c/o
          Edward J. Weaver

        1003
          Twelve Stones Court

        Goodlettsville,
          TN 37072

        Facsimile:
          615-859-0956

         

        with
          a
          copy to:

        


        Richard
          I. Anslow, Esq.

        Anslow
          & Jaclin, LLP

        195
          Route
          9 South, Suite 204

        Manalapan,
          New Jersey 07726

        Fascimile:
          (732) 577-1188

         

        or
          to
          such other Person or address as any party shall specify by notice in writing
          to
          the other party. Any such notice shall be deemed to have been given (a)
          upon
          actual delivery, if delivered by hand, (b) on the third (3rd) business
          day
          following deposit of such notice, properly addressed with postage prepaid,
          with
          the United States Postal Service if mailed by registered or certified mail,
          return receipt requested, or (c) upon sending such notice, if sent via
          facsimile, with confirmation of receipt, except that any notice of change
          of
          address shall be effective only upon actual receipt thereof.

         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

         

        10.5   Entire
          Agreement.

         

        This
          Agreement (including the Schedules, Annexes, Exhibits and other documents
          referred to herein) constitutes the entire agreement between the parties
          and
          supersedes all prior agreements and understandings, oral and written, between
          the parties with respect to the subject matter hereof.

         

        10.6   Assignment;
          Binding Effect; Benefit. 

         

        Neither
          this Agreement nor any of the rights, benefits or obligations hereunder
          may be
          assigned by any party (whether by operation of law or otherwise) without
          the
          prior written consent of the other party. Subject to the preceding sentence,
          this Agreement will be binding upon, inure to the benefit of and be enforceable
          by the parties and their respective successors and assigns. Except for
          the
          provisions (which may be enforced by the Indemnified Parties), nothing
          in this
          Agreement, expressed or implied, is intended to confer on any Person other
          than
          the parties or their respective successors and assigns, any rights, remedies,
          obligations or liabilities under or by reason of this Agreement. 

         

        10.7   Amendment. 

         

        This
          Agreement may not be amended except by an instrument in writing signed
          on behalf
          of each of the parties.

         

        10.8   Headings. 

         

        The
          table
          of contents and headings contained in this Agreement are for reference
          purposes
          only and shall not affect in any way the meaning or interpretation of this
          Agreement. 

         

        10.9   Counterparts. 

         

        This
          Agreement may be executed in counterparts, each of which shall be deemed
          to be
          an original, and all of which together shall be deemed to be one and the
          same
          instrument.

         

        10.10   Governing
          Law and Venue; Waiver of Jury Trial.


         

        (a) THIS
          AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE
          INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF
          THE
          STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
          The
          parties hereby irrevocably submit to the jurisdiction of the courts of
          the State
          of New York and the Federal courts of the United States of America located
          in
          the State of New York solely in respect of the interpretation and enforcement
          of
          the provisions of this Agreement and of the documents referred to in this
          Agreement, and in respect of the transactions contemplated hereby, and
          hereby
          waive, and agree not to assert, as a defense in any action, suit or proceeding
          for the interpretation or enforcement hereof or of any such document, that
          it is
          not subject thereto or that such action, suit or proceeding may not be
          brought
          or is not maintainable in said courts or that the venue thereof may not
          be
          appropriate or that this Agreement or any such document may not be enforced
          in
          or by such courts, and the parties hereto irrevocably agree that all claims
          with
          respect to such action or proceeding shall be heard and determined in such
          a
          court. The parties hereby consent to jurisdiction over the person.

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

        (b) EACH
          PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER
          THIS
          AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
          EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
          SUCH
          PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
          OR
          INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
          CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
          (i)
          NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
          EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
          LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS
          AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
          MAKES
          THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
          INTO THIS
          AGREEMENT BY AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
          IN THIS
          SECTION 10.10.

         

        10.11   Joint
          Participation in Drafting this Agreement.

         

        The
          parties acknowledge and confirm that each of their respective attorneys
          have
          participated jointly in the drafting, review and revision of this Agreement
          and
          that it has not been written solely by counsel for one party and that each
          party
          has had the benefit of its independent legal counsel’s advice with respect to
          the terms and provisions hereof and its rights and obligations hereunder.
          Each
          party hereto, therefore, stipulates and agrees that the rule of construction
          to
          the effect that any ambiguities are to be or may be resolved against the
          drafting party shall not be employed in the interpretation of this Agreement
          to
          favor any party against another and that no party shall have the benefit
          of any
          legal presumption or the detriment of any burden of proof by reason of
          any
          ambiguity or uncertain meaning contained in this Agreement.

         

        10.12   Severability.

         

        The
          provisions of this Agreement shall be deemed severable and the invalidity
          or
          unenforceability of any provision shall not affect the validity or
          enforceability of the other provisions hereof. If any provisions of this
          Agreement, or the application thereof to any Person or entity or any
          circumstance, is invalid or unenforceable, (a) a suitable and equitable
          provision shall be substituted therefore in order to carry out, so far
          as may be
          valid and enforceable, the intent and purpose of such invalid or unenforceable
          provision and (b) the remainder of this Agreement and the application of
          such
          provision to other Persons, entities or circumstances shall not be affected
          by
          such invalidity or unenforceability, nor shall such invalidity or
          unenforceability affect the validity or enforceability of such provision,
          or the
          application thereof, in any other jurisdiction.

         

        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

        10.13   Enforcement.

         

        The
          parties agree that irreparable damage would occur in the event that any
          of the
          provisions of this Agreement were not performed in accordance with their
          specific terms or were otherwise breached. It is accordingly agreed that
          the
          parties shall be entitled to seek an injunction or injunctions to prevent
          breaches of this Agreement and to enforce specifically the terms and provisions
          of this Agreement in the Federal courts of the United States located in
          the
          State of New York, this being in addition to any other remedy to which
          they are
          entitled at law or in equity. 

         

        
          
            10.14   Attorneys’
              Fees and Costs.

          

        

         

        Unless
          expressly set forth in the Agreement, if any action or other proceeding
          is
          brought for the enforcement or interpretation of this Agreement, or because
          of
          any alleged dispute, breach or default in connection with any of the provisions
          of this Agreement, the successful or prevailing party shall be entitled
          to
          recover reasonable attorneys’ fees and other costs incurred in that action or
          proceeding (including, without limitation, reasonable attorneys’ fees and costs
          incurred in all appellate proceedings), in addition to any other relief
          to which
          it may be entitled.

         

        
          
            10.15   Representation
              by Counsel.

          

        

         

        Each
          party has had the opportunity and reasonable time, to consult the attorney
          and
          accountant of its choosing with reference to this Agreement and the transactions
          contemplated herein.

         

        [Remainder
          of Page Intentionally Left Blank]

         


        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        



        IN
          WITNESS WHEREOF,
          the
          parties hereto have executed this Agreement as of the date first above
          written.

         

        FUSION
          VOIP ACQUISITION CORP.

        


        By:
          ________________________________

        Name:

        Title:

        


        


        FUSION
          TELECOMMUNICATIONS INTERNATIONAL, INC.

        


        By:
          ________________________________

        Name:

        Title:

         

        


        IFREEDOM
          COMMUNICATIONS INTERNATIONAL HOLDINGS, LIMITED

        


        By:
          ________________________________

        Name:

        Title:

         

        


        IFREEDOM
          COMMUNICATIONS CORPORATION

        


        By:
          ________________________________

        Name:

        Title:

        


        


        IFREEDOM
          COMMUNICATIONS (MALAYSIA) Sdn. Bhd.

        


        By:
          ________________________________

        Name:

        Title:

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        IFREEDOM
          COMMUNICATIONS, INC.

        


        By:
          ________________________________

        Name:

        Title:

        


        


        IFREEDOM
          COMMUNICATIONS HONG KONG, LIMITED

        


        By:
          ________________________________

        Name:

        Title:


        


        


        IFREEDOM
          UK, LTD.


        


        By:
          ________________________________

        Name:

        Title:


        


        


        ______________________________

        TIMOTHY
          RINGGENBERG

        


        


        _______________________________

        SETH
          RINGGENBERG

        


        


        _______________________________

        LINDA
          RINGGENBERG

        


        


        _______________________________

        EDWARD
          J.
          WEAVER