SERIES
      A
      PREFERRED STOCK PURCHASE AGREEMENT

    


    Dated
      May
      16, 2007

    


    by
      and
      between

    


    THE
      LEWIS
      OPPORTUNITY FUND, LP

    


    and

    


    SEARCHHELP,
      INC.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    TABLE
      OF CONTENTS

     

    
      
        	 	
                Page

              
	 	 
	
                ARTICLE
                  I DEFINITIONS

              	
                 1

              
	 	 
	
                1.1

              	
                 Definitions

              	
                 1

              
	
                1.2

              	
                 Knowledge

              	
                 3

              
	
                1.3

              	
                 Interpretation

              	
                 3

              
	 	 	 
	
                ARTICLE
                  II CLOSING; PURCHASE AND SALE

              	
                 4

              
	 	 
	
                2.1

              	
                 The
                  Closing

              	
                 4

              
	
                2.2

              	
                 Issuance
                  and Delivery of the Purchase Shares

              	
                 4

              
	
                2.3

              	
                 The
                  Purchase Price

              	
                 4

              
	
                2.4

              	
                 Delivery
                  of Purchase Price

              	
                 4

              
	
                2.5

              	
                 Use
                  of Proceeds

              	
                 4

              
	 	 	 
	
                ARTICLE
                  III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

              	
                 4

              
	 	 
	
                3.1

              	
                 Organization;
                  Good Standing

              	
                 4

              
	
                3.2

              	
                 Subsidiaries

              	
                 5

              
	
                3.3

              	
                 Authority;
                  Execution and Delivery; Enforceability

              	
                 5

              
	
                3.4

              	
                 Non-Contravention

              	
                 5

              
	
                3.5

              	
                 Corporate
                  Documents

              	
                 6

              
	
                3.6

              	
                 Capitalization;
                  Options

              	
                 6

              
	
                3.7

              	
                 Consents
                  and Approvals

              	
                 7

              
	
                3.8

              	
                 SEC
                  Reports and Financial Statements

              	
                 7

              
	
                3.9

              	
                 Litigation
                  and Claims

              	
                 8

              
	
                3.10

              	
                 No
                  Finder

              	
                 8

              
	
                3.11

              	
                 Exempt
                  Offering

              	
                 8

              
	
                3.12

              	
                 Agreements;
                  Action

              	
                 8

              
	
                3.13

              	
                 Related-Party
                  Transactions

              	
                 8

              
	
                3.14

              	
                 Title
                  to Property and Assets

              	
                 9

              
	
                3.15

              	
                 Employee
                  Benefit Plans

              	
                 9

              
	
                3.16

              	
                 Tax
                  Returns, Payments and Elections

              	
                 9

              
	
                3.17

              	
                 Insurance

              	
                 9

              
	
                3.18

              	
                 Disclosure

              	
                 10

              
	 	 	 
	
                ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES OF THE BUYER

              	
                 10

              
	 	 
	
                4.1

              	
                 Organization
                  and Good Standing

              	
                 10

              
	
                4.2

              	
                 Corporate
                  Authority; Execution and Delivery; Enforceability

              	
                 10

              
	
                4.3

              	
                 Non-Contravention

              	
                 10

              
	
                4.4

              	
                 Consents
                  and Approvals

              	
                 10

              
	
                4.5

              	
                 Litigation
                  and Claims

              	
                 11

              
	
                4.6

              	
                 No
                  Finder

              	
                 11

              
	
                4.7

              	
                 Investment
                  Representations

              	
                 11

              
	
                4.8

              	
                 Accredited
                  Investor

              	
                 11

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
        	
                4.9

              	
                 Access
                  to Information

              	
                11

              
	 	 	 
	
                ARTICLE
                  V COVENANTS

              	
                11

              
	 	 
	
                5.1

              	
                 Restrictive
                  Legends

              	
                11

              
	
                5.2

              	
                 Change
                  in Condition

              	
                12

              
	 	 	 
	
                ARTICLE
                  VI CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES

              	
                12

              
	 	 
	
                6.1

              	
                 Conditions
                  to obligations of the Buyer

              	
                12

              
	
                6.2

              	
                 Conditions
                  to obligations of the Company

              	
                13

              
	 	 	 
	
                ARTICLE
                  VII MISCELLANEOUS

              	
                13

              
	 	 
	
                7.1

              	
                 Survival;
                  Certain Other Matters

              	
                13

              
	
                7.2

              	
                 Further
                  Assurances

              	
                14

              
	
                7.3

              	
                 Expenses
                  of the Transaction

              	
                14

              
	
                7.4

              	
                 Notices

              	
                14

              
	
                7.5

              	
                 No
                  Modification Except in Writing

              	
                15

              
	
                7.6

              	
                 Entire
                  Agreement

              	
                15

              
	
                7.7

              	
                 Severability

              	
                15

              
	
                7.8

              	
                 Assignment

              	
                15

              
	
                7.9

              	
                 Governing
                  Law; Jurisdiction

              	
                16

              
	
                7.10

              	
                 Captions

              	
                16

              
	
                7.11

              	
                 Counterparts

              	
                16

              
	
                7.12

              	
                 Delays
                  or Omissions

              	
                16

              


      

    

     

    Exhibit
      A Certificate
      of Designations

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    


    SERIES
      A PREFERRED STOCK PURCHASE AGREEMENT

     

    SERIES
      A PREFERRED STOCK PURCHASE AGREEMENT
      (“Agreement”),
      made
      and entered into this 16th day of May, 2007, by and between THE LEWIS
      OPPORTUNITY FUND, LP (“Buyer”),
      and
      SEARCHHELP, INC., a Delaware corporation (the “Company”).

    


    WITNESSETH:

     

    WHEREAS,
      the
      Buyer desires to purchase and acquire from the Company, and the Company desires
      to issue and deliver to the Buyer, an aggregate of 62,977 shares of the
      Company’s Series A Convertible Series A Preferred Stock, par value $0.0001
      (“Series
      A Preferred Stock”),
      free
      and clear of all claims, liens, options, charges and encumbrances of any kind
      other than restrictions on transfer as provided under applicable securities
      laws
      (“Liens”)
      on the
      terms and subject to the conditions hereinafter set forth; and

    


    WHEREAS,
      unless
      the context otherwise requires, capitalized terms used in this Agreement shall
      have the meanings ascribed to such terms in Article I of this
      Agreement.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and of the mutual covenants hereinafter
      contained, the parties hereto hereby agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    1.1
      Definitions.
      As used
      herein, the following terms shall have the respective meanings ascribed to
      them
      below:

     

    “Action”
has
      the
      meaning ascribed to such term in Section 3.9.

    


    “Affiliate”
means,
      with respect to any specified Person, (i) any other Person 50% or more of whose
      outstanding voting securities are directly or indirectly owned, controlled
      or
      held with the power to vote by such specified Person or (ii) any other Person
      directly or indirectly controlling, controlled by or under direct or indirect
      common control with such specified Person. For purposes of this definition,
      the
      term “control” means the possession, directly or indirectly, of the power to
      direct or cause the direction of the management or policies of a Person by
      virtue of ownership of voting securities, by contract or otherwise.

    


    “Agreement”
has
      the
      meaning ascribed to such term in the Preamble.

    


    “Business
      Day”
means
      any day (other than Saturday or Sunday) on which banking institutions in the
      State of New York are not authorized or obligated by law to close.

    


    “Buyer”
has
      the
      meaning ascribed to such term in the Preamble.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    “Certificate
      of Designations”
shall
      mean the Certificate of Designations of the Series A Preferred Stock, attached
      hereto as Exhibit A.

    


    “Closing”
has
      the
      meaning ascribed to such term in Section 2.1.

    


    “Closing
      Date”
has
      the
      meaning ascribed to such term in Section 2.1.

    


    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time, and any
      successor statute thereto.

    


    “Common
      Stock”
has
      the
      meaning ascribed to such term in Section 3.6.

    


    “Company”
has
      the
      meaning ascribed to such term in the Preamble.

    


    “Company
      Material Adverse Effect”
shall
      mean any event, condition or contingency that has had, or is reasonably likely
      to have, a material adverse effect on the business, assets, liabilities, results
      of operations, prospects or financial condition of the Company and its
      Subsidiaries, taken as a whole, provided,
      however,
      that a
      Company Material Adverse Effect shall not include any such effect resulting
      from
      or arising in connection with (a) changes or conditions generally affecting
      the
      industries or segments in which the Company operates or (b) changes in general
      economic, market or political conditions.

    


    “Conversion
      Shares”
has
      the
      meaning ascribed to such term in Section 3.6(b).

    


    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended from time to time, and
      all
      regulations promulgated thereunder.

    


    “Financial
      Statements”
has
      the
      meaning ascribed to such term in Section 3.8.

    


    “GAAP”
shall
      mean United States generally accepted accounting principles, consistently
      applied.

    


    “Governmental
      Authority”
shall
      mean any federal, state, municipal or other governmental authority, department,
      commission, board, agency or other instrumentality.

    


    “Governmental
      Rules”
shall
      mean all laws, statutes, rules, regulations, codes, ordinances, writs, orders
      or
      decrees of any Governmental Authority.

    


    “Lien”
has
      the
      meaning ascribed to such term in the Preamble.

    


    “Person”
shall
      mean any individual, corporation, partnership, limited liability company,
      limited liability partnership, joint venture, estate, trust, cooperative,
      foundation, union, syndicate, league, consortium, coalition, committee, society,
      firm, company or other enterprise, association, organization or other entity
      or
      Governmental Authority.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Purchase
      Price”
has
      the
      meaning ascribed to such term in Section 2.3.

    


    “Purchase
      Shares”
has
      the
      meaning ascribed to such term in the Recitals.

    


    “SEC”
shall
      mean the Securities and Exchange Commission.

    


    “SEC
      Reports”
has
      the
      meaning ascribed to such term in Section 3.8.

    


    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended from time to time, and all
      regulations promulgated thereunder.

    


    “Series
      A Preferred Stock”
has
      the
      meaning ascribed to such term in the Recitals.

    


    “Subsidiary”
shall
      mean, when used with respect to any Person, any other Person, whether
      incorporated or unincorporated, of which (i) more than fifty percent of the
      securities or other ownership interests or (ii) securities or other interests
      having by their terms ordinary voting power to elect more than fifty percent
      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 or by any one or more of its Subsidiaries.


    


    “Survival
      Period”
has
      the
      meaning ascribed to such term in Section 8.1.

    


    “Transaction
      Documents”
shall
      mean the Certificate of Designations and those other agreements, certificates
      and documents entered into or delivered between the Buyer and the Company
      related to, ancillary to, or in connection with this Agreement or the
      Certificate of Designations.

    


    1.2
      Knowledge.
      As used
      in the Agreement, “to the Company’s knowledge” or “to the knowledge of the
      Company” or words of similar import shall mean the actual knowledge of William
      J. Bozsnyak, the Chief Executive Officer of the Company.

     

    1.3
      Interpretation.
      When a
      reference is made in this Agreement to a section, article, paragraph, clause,
      annex or exhibit, such reference shall be to a reference to this Agreement
      unless otherwise clearly indicated to the contrary. The descriptive article
      and
      section headings herein are intended for convenience of reference only and
      are
      not intended to be a part of or to affect the meaning or interpretation of
      this
      Agreement. Whenever the words “include”, “includes” or “including” are used in
      this Agreement they shall be deemed to be followed by the words “without
      limitation.” The words “hereof,” “herein” and “herewith” and words of similar
      import shall, unless otherwise stated, be construed to refer to this Agreement
      as a whole and not to any particular provision of this Agreement. The meaning
      assigned to each term used in this Agreement shall be equally applicable to
      both
      the singular and the plural forms of such term, and words denoting either gender
      shall include both genders. Where a word or phrase is defined herein, each
      of
      its other grammatical forms shall have a corresponding meaning. 

     

    The
      parties have participated jointly in the negotiation and drafting of this
      Agreement and the Transaction Documents. Consequently, in the event an ambiguity
      or question of intent or interpretation arises, this Agreement and each of
      the
      Transaction Documents shall be construed as if drafted jointly by the parties
      thereto, and no presumption or burden of proof shall arise favoring or
      disfavoring either party by virtue of the authorship of any provision of this
      Agreement or of any of the Transaction Documents.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    ARTICLE
      II

     

    CLOSING;
      PURCHASE AND SALE

     

    2.1
      The
      Closing.
      Subject
      to the terms and conditions of this Agreement, the closing (the “Closing”)
      of the
      transaction set forth in this Article II shall take place on or before May
      17,
      2007, or at such other time or such other date as Buyer and the Company may
      agree, at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, New
      York, New York (such date upon which the Closing occurs is referred to as the
      “Closing
      Date”).

     

    2.2
      Issuance
      and Delivery of the Purchase Shares.
      At the
      Closing, the Company shall issue and deliver to the Buyer certificates for
      the
      purchase Shares and the Buyer shall purchase the Purchase Shares from the
      Company.

     

    2.3
      The
      Purchase Price.
      At the
      Closing, the Buyer shall purchase the Purchase Shares for a purchase price
      equal
      to $2.62 per Purchase Share (the “Purchase
      Price”),
      which
      shall be paid to the Company by the Buyer. 

     

    2.4
      Delivery
      of Purchase Price.
      At the
      Closing, the aggregate Purchase Price shall be paid by the Buyer to the Company
      by wire transfer of immediately available funds to an account designated in
      writing by the Company at least one Business Day prior to the Closing.


     

    2.5
      Use
      of
      Proceeds.
      The
      Company shall use the net proceeds from the issuance of the Purchase Shares
      for
      general working capital purposes.

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Company represents and warrants to the Buyer as of the date hereof and as of
      the
      Closing Date as follows:

    


    3.1
      Organization;
      Good Standing.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware. The Company has the corporate power
      and
      authority to conduct its business as now being conducted and is duly licensed
      or
      qualified to do business and is in good standing as a foreign corporation in
      all
      jurisdictions in which the nature of the business conducted by it, and/or the
      character of the assets owned or leased by it, makes such qualification or
      licensure necessary, except for those jurisdictions in which the failure to
      be
      so qualified or licensed or to be in good standing would not, individually
      or in
      the aggregate, limit the Company’s ability to consummate the transactions hereby
      contemplated or have a Company Material Adverse Effect.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    3.2
      Subsidiaries.
      All of
      the outstanding shares of the capital stock of each Subsidiary of the Company
      are owned by the Company free and clear of all Liens. Each of the Company’s
      Subsidiaries is set forth on Schedule 3.2 and is a corporation or other legal
      entity duly organized, validly existing and in good standing under the laws
      of
      its jurisdiction of organization. Each of the Company’s Subsidiaries has the
      power and authority to conduct its business as now being conducted and is duly
      licensed or qualified to do business and is in good standing as a foreign
      corporation or other legal entity in all jurisdictions in which the nature
      of
      the business conducted by it, and/or the character of the assets owned or leased
      by it, makes such qualification or licensure necessary, except for those
      jurisdictions in which the failure to be so qualified or licensed or to be
      in
      good standing would not, individually or in the aggregate, limit the Company’s
      ability to consummate the transactions hereby contemplated or have a Company
      Material Adverse Effect.

     

    3.3
      Authority;
      Execution and Delivery; Enforceability.
      The
      Company has the corporate power and authority to execute and deliver this
      Agreement and the Transaction Documents and to consummate the transactions
      hereby and thereby contemplated. The execution and delivery by the Company
      of
      this Agreement and the Transaction Documents and the consummation by the Company
      of the transactions hereby and thereby contemplated have been authorized by
      all
      necessary corporate action of the Company. The Company has duly executed and
      delivered this Agreement and the Transaction Documents, and, assuming the due
      execution and delivery of this Agreement and the Transaction Documents by each
      party thereto (other than the Company), this Agreement and the Transaction
      Documents constitute valid and binding obligations of the Company and are
      enforceable against the Company in accordance with its and their respective
      terms, except as such enforceability may be limited by bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium or other similar laws relating
      to or affecting creditors’ rights generally or general equitable principles
      (whether considered in a proceeding at equity or in law).

     

    3.4
      Non-Contravention.
      Neither
      the execution and delivery of this Agreement and the Transaction Documents
      by
      the Company, nor the consummation of the transactions hereby and thereby
      contemplated by the Company, will:

     

    (i)
      constitute
      any violation or breach of the certificate of incorporation or the by-laws
      (or
      comparable organizational documents in the case of Subsidiaries) of the Company
      or any of its Subsidiaries;

    


    (ii)
      constitute
      a default under or a violation or breach of, or result in the acceleration
      of
      any obligation under, any provision of any Contract to which the Company or
      any
      of its Subsidiaries is a party or by which any of the assets of the Company
      or
      any of its Subsidiaries or the Purchase Shares may be affected;

    


    (iii)
      assuming
      the consents and approvals described in Section 3.7 have been received, violate
      any Governmental Rules affecting the Company or any of its Subsidiaries;
      or

    


    (iv)
      result
      in
      the creation of any Lien on any of the assets of the Company or any of its
      Subsidiaries; 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    other
      than, in the case of foregoing clauses (ii), (iii), and (iv), those defaults,
      violations, breaches, accelerations and Liens which, individually or in the
      aggregate, would not have a Company Material Adverse Effect.

     

    3.5
      Corporate
      Documents.
      The
      Company has filed as exhibits to its SEC Reports true and complete copies of
      the
      Certificate of Incorporation, as amended, and By-Laws of the Company.


     

    3.6
      Capitalization;
      Options.
      (a) The
      Company is authorized to issue 250,000,000 shares of Common Stock, par value
      $0.00001 per share, 38,366,244 of which are issued and outstanding as of the
      date hereof, (“Common Stock”) and 25,000,000 shares of Series A Preferred Stock,
      414,500 of which are issued and outstanding as of the date hereof (prior to
      giving effect to the transactions contemplated by this Agreement).

     

    (b)
      All
      of
      the Purchase Shares when issued to the Buyer in accordance with the terms of
      this Agreement shall be legally and validly issued, fully paid and
      non-assessable, free and clear of all Liens. The shares of Common Stock issuable
      upon conversion of the Purchase Shares (the “Conversion
      Shares”)
      have
      been duly and validly reserved on the books and records of the Company and,
      when
      issued upon conversion of the Purchase Shares in accordance with the terms
      of
      the Certificate of Designations and the Warrant and applicable Governmental
      Rules, shall be legally and validly issued, fully paid and nonassessable, free
      and clear of all Liens. 

     

    (c)
      Other
      than the Common Stock and the Series A Preferred Stock, there are no other
      series or classes of capital stock of the Company authorized or issued and
      outstanding. Except as set forth in the SEC Filings, there are no outstanding
      warrants, options, contracts, rights (preemptive or otherwise), calls,
      commitments or other instruments convertible into or exchangeable for shares
      of
      capital stock of the Company or any of the Company’s Subsidiaries, in each such
      case, to which the Company or any of Company’s Subsidiaries is a party and which
      relates to the sale or issuance of shares of capital stock of the Company or
      of
      any of Company’s Subsidiaries (collectively, the “Company
      Instruments”).
      Except as set forth in the SEC Filings or as contemplated by this Agreement
      and
      the Transaction Documents, (i) the Company has not agreed to register any shares
      of its capital stock under the Securities Act or granted registration rights
      with respect to shares of its capital stock to any Person and (ii) there are
      no
      voting trusts, stockholders agreements, proxies or other agreements or
      understandings in effect to which the Company is a party with respect to the
      voting or transfer of any shares of Common Stock. Except as disclosed in the
      SEC
      Reports or any exhibit thereto, to the extent any such Company Instruments
      are
      outstanding as of the date hereof, neither the issuance and sale of the Purchase
      Shares nor the issuance of the Conversion Shares in accordance with its terms
      will result in an adjustment of the exercise or conversion price of, or number
      of shares issuable upon the exercise or conversion of any such, Company
      Instruments.

     

    (d)
      The
      outstanding shares of Common Stock are all duly and validly authorized and
      issued, fully paid and nonassessable. All outstanding Common Stock, options
      and
      other securities of the Company were issued in accordance with the registration
      or qualification provisions of the Securities Act and any relevant state
      securities laws (including, without limitation, anti-fraud provisions) or,
      subject in part to the truth and accuracy of each purchaser’s representations to
      the Company at the time of the purchase thereof, pursuant to valid exemptions
      therefrom.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    3.7
      Consents
      and Approvals.
      Except
      for filings required under applicable securities laws and designation in
      Delaware, no consent, approval or authorization of, or declaration, filing
      or
      registration with, any Governmental Authority or any other Person is required
      on
      behalf of the Company or any of its Subsidiaries in connection with the
      execution, delivery or performance of this Agreement and the Transaction
      Documents or the consummation of the transactions contemplated hereby and
      thereby, other than such consents, approvals and authorizations of, and
      declarations, filings and registrations the failure of which to obtain, make
      or
      otherwise effect which would not, individually or in the aggregate, result
      in a
      Company Material Adverse Effect. 

     

    3.8
      SEC
      Reports and Financial Statements.

     

    (a)
      The
      Company has filed all forms, reports and documents required to be filed by
      it
      with the SEC since July 23, 2003 (collectively, the “SEC Reports”). The SEC
      Reports (i) were prepared in all material respects in accordance with the
      requirements of the Securities Act or the Exchange Act, as the case may be,
      and
      (ii) did not at the time they were filed contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary in order to make the statements made therein, in the light of the
      circumstances under which they were made, not misleading. None of the Company’s
      Subsidiaries is required to file any form, report or other document with the
      SEC. 

     

    (b)
      Each
      of
      the financial statements (including, in each case, any notes thereto) contained
      in the SEC Reports (the “Financial
      Statements”)
      (i)
      was prepared from the books of account and other financial records of the
      Company, (ii) was prepared in accordance with GAAP applied on a consistent
      basis
      throughout the periods indicated (except as may be indicated in the notes
      thereto) and (iii) presented fairly in all material respects the financial
      position of the Company as at the respective dates thereof and the results
      of
      its operations and its cash flows for the respective periods indicated therein
      except as otherwise noted therein (subject, in the case of unaudited statements,
      to the omission of footnotes and normal and recurring year-end adjustments
      which
      were not and are not expected, individually or in the aggregate, to have a
      Company Material Adverse Effect).

     

    (c)
      Except
      for liabilities and obligations reflected on the March 31, 2007 balance sheet
      of
      the Company included in the SEC Reports (including the notes thereto),
      liabilities and obligations disclosed in the SEC Reports (including exhibits
      thereto) filed prior to the date of this Agreement and other liabilities and
      obligations incurred in the ordinary course of business since March 31, 2007,
      neither the Company nor any of the Company’s Subsidiaries has any liabilities or
      obligations of any nature (whether accrued, absolute, contingent or otherwise)
      of a nature required to be disclosed on a balance sheet prepared in accordance
      with GAAP which, individually or in the aggregate, would cause a Company
      Material Adverse Effect.

     

    3.9
      Litigation
      and Claims.
      There
      is no action, suit, claim, proceeding, arbitration or investigation (each,
      an
“Action”)
      pending or, to the knowledge of the Company, threatened against or affecting
      the
      Company or any of its Subsidiaries or, to the best of the Company’s knowledge,
      against any officer, director or employee of the Company in connection with
      such
      officer’s, director’s or employee’s relationship with, or actions taken on
      behalf of, the Company or that questions the validity of this Agreement, or
      the
      right of the Company to enter into such agreements, or to consummate the
      transactions contemplated hereby or thereby. Neither the Company nor any of
      its
      Subsidiaries is subject to or in default under any judgment, order, writ,
      agreement, injunction or decree of any court or Governmental Authority.


     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    3.10
      Exempt
      Offering.
      Subject
      in part to the truth and accuracy of the Buyer’s representations set forth in
      Article IV of this Agreement, the offer, sale and issuance of the Purchase
      Shares and the Conversion Shares, as contemplated by and in conformity with
      this
      Agreement are exempt from the registration requirements of Section 5 of the
      Securities Act by virtue of Regulation D thereunder, and from the registration
      or qualification requirements of any other applicable federal or state
      securities laws, and the issuance of the Conversion Shares in accordance with
      the Company’s Certificate of Incorporation and the Certificate of Designations
      will be exempt from such registration and qualification requirements, and
      neither the Company nor any authorized agent acting on its behalf will take
      any
      action hereafter that would cause the loss of such exemption.

     

    3.11
      Agreements;
      Action.
      Other
      than as attached as an exhibit to the Company’s Annual Report on Form 10-KSB for
      year ended December 31, 2006, or any subsequent report on Form 10-QSB or 8-K
      filed with the SEC, the Company is not a party to, and none of its properties,
      rights or assets are bound by, any material contract, agreement, lease, power
      of
      attorney, guaranty, surety arrangement, or other commitment, whether written
      or
      oral.

     

    3.12
      Disclosure.
      None of
      this Agreement or any other statements or certificates made or delivered in
      connection herewith or therewith contains or will contain any untrue
      statement of a material fact or omits or will omit to state a material fact
      required to be stated therein or necessary to make the statements herein or
      therein, in light of the circumstances in which they are made, not
      misleading. 

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

     

    The
      Buyer
      represents and warrants to the Company as of the date hereof and the Closing
      Date as follows:

     

    4.1
      Organization
      and Good
      Standing.
      The
      Buyer is duly organized, validly existing and in good standing under the laws
      of
      its jurisdiction of formation.

     

    4.2
      Corporate
      Authority; Execution and Delivery; Enforceability.
      The
      Buyer has the requisite power and authority to execute and deliver this
      Agreement and the Transaction Documents to which it is a party and to consummate
      the transactions hereby and thereby contemplated. The execution and delivery
      by
      the Buyer of this Agreement and the Transaction Documents to which it is a
      party
      and the consummation by the Buyer of the transactions hereby and thereby
      contemplated have been authorized by all necessary action (corporate or
      otherwise). The Buyer has duly executed and delivered this Agreement and the
      Transaction Documents to which it is a party, and, assuming the due execution
      and delivery of this Agreement and the Transaction Documents by each party
      thereto (other than the Buyer), this Agreement and the Transaction Documents
      to
      which it is a party constitute valid and binding obligations of the Buyer and
      are enforceable against the Buyer in accordance with its and their respective
      terms, except as such enforceability may be limited by bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium or other similar laws relating
      to or affecting creditors’ rights generally or general equitable principles
      (whether considered in a proceeding at equity or in law).

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    4.3
      Non-Contravention.
      Neither
      the execution and delivery of this Agreement or the Transaction Documents to
      which it is a party by the Buyer, nor the consummation of the transactions
      hereby or thereby contemplated by the Buyer, will:

     

    (i)
      constitute
      any violation or breach of the organizational documents of the Buyer; or


     

    (ii)
      violate
      any Government Rule affecting the Buyer, other than any such violations which,
      individually or in the aggregate, would not prevent the Buyer from consummating
      the transactions contemplated by this Agreement and the Transaction
      Documents.

     

    4.4
      Consents
      and Approvals.
      No
      consent, approval or authorization of, or declaration, filing or registration
      with, any Governmental Authority or third party is required on behalf of the
      Buyer in connection with the execution, delivery or performance of this
      Agreement or the Transaction Documents to which it is a party and all documents
      contemplated hereby or thereby or the transactions contemplated hereby and
      thereby, other than such consents, approvals and authorizations of, and
      declarations, filings and registrations with, third parties the failure of
      which
      to obtain, make or otherwise effect which would not, individually or in the
      aggregate, prevent the Buyer from consummating the transactions contemplated
      by
      this Agreement and the Transaction Documents.

     

    4.5
      Litigation
      and Claims.
      There
      is no action, suit, claim, proceeding, arbitration or investigation pending
      or,
      to the knowledge of the Buyer, threatened against or affecting the Buyer with
      respect to the propriety or validity of the transactions contemplated
      hereby.

     

    4.6
      No
      Finder.
      Neither
      the Buyer nor any party acting on the Buyer’s behalf has paid or become
      obligated to pay any fee or commission to any broker, finder or intermediary
      for
      or on account of the transactions contemplated hereby.

     

    4.7
      Investment
      Representations.
      The
      Buyer hereby acknowledges and agrees that the Purchase Shares, and, if and
      when
      issued, the Conversion Shares, will not be registered under the Securities
      Act
      or any state securities laws and may not be offered or sold except pursuant
      to
      registration or an exemption from the registration requirements of the
      Securities Act and all applicable state securities laws. In this connection,
      the
      Buyer understands Rule 144 promulgated under the Securities Act, as presently
      in
      effect, and understands the resale limitations imposed thereby and by the
      Securities Act.

     

    4.8
      Accredited
      Investor.
      The
      Buyer represents that: (i) the Buyer is an “accredited investor” (as such term
      is defined in Regulation D under the Securities Act) and is acquiring the
      Purchase Shares for its own account, for investment purposes only, and not
      with
      a view to the resale or offer for sale thereof or with any present intention
      of
      distributing or selling or offering for sale any of such securities; and (ii)
      the Buyer is capable of bearing the economic risk of such investment, including
      a complete loss of the investment in the Purchase Shares. 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    4.9
      Access
      to Information.
      Such
      Purchaser or his representative during the course of this transaction, and
      prior
      to the purchase of any Series APreferred Stock, has had the opportunity to
      ask
      questions of and receive answers from management of the Company concerning
      the
      terms and conditions of the offering of the Series A Preferred Stock and the
      additional information, documents, records and books relative to its business,
      assets, financial condition, results of operations and liabilities (contingent
      or otherwise) of the Company.

     

    ARTICLE
      V

     

    COVENANTS

     

    5.1
      Restrictive
      Legends.
      None of
      the Purchase Shares or the Conversion Shares may be transferred without
      registration under the Securities Act and applicable state securities laws
      unless counsel to the Buyer shall advise the Company in writing that such
      transfer may be effected without such registration. Each certificate
      representing any of the foregoing shall bear legends in substantially the
      following form:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “ACT”)
      AND
      MAY NOT BE OFFERED, SOLD OR TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
      EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO
      SUCH
      SECURITIES UNDER THE ACT, OR (II) UPON RECEIPT BY ISSUER OF AN OPINION OF LEGAL
      COUNSEL REASONABLY SATISFACTORY TO ISSUER THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    The
      Company shall remove or cause its registrar and transfer agent to remove such
      legend at the time such Purchase Shares or Conversion Shares are transferred
      pursuant to an effective registration statement under the Securities Act or
      pursuant to Rule 144 under the Securities Act.

     

    5.2
      Change
      in Condition.
      Prior
      to the Closing, the Company shall promptly advise the Buyer in writing of any
      material change in the condition (financial or otherwise), operations or
      properties or businesses of the Company. 

     

    ARTICLE
      VI

     

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE PARTIES

     

    The
      obligation of the parties to consummate the transactions contemplated under
      this
      Agreement are subject to the fulfillment of each of the following conditions,
      any or all of which may be waived in whole or in part by the party whose
      obligation is subject to such conditions, in their sole discretion.


     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    6.1
      Conditions
      to obligations of the
      Buyer.

     

    (a)
      There
      shall not be in effect any injunction or restraining order issued by a court
      of
      competent jurisdiction in an Action against the consummation of the transactions
      contemplated hereby or by any Transaction Document. 

     

    (b)
      The
      Company shall have filed the Certificate of Designations with the Secretary
      of
      State of the State of Delaware.

     

    (c)
      The
      representations and warranties of the Company contained in Article III that
      are
      qualified as to materiality shall be true and correct and those not so qualified
      shall be true and correct in all material respects on and as of the Closing
      with
      the same effect as though such representations and warranties had been made
      on
      and as of the date of such Closing.

     

    (d)
      The
      Company shall have performed and complied in all material respects with all
      agreements, obligations and conditions contained in this Agreement that are
      required to be performed or complied with by it on or before the
      Closing.

     

    (e)
      All
      authorizations, approvals or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the Securities pursuant to
      this
      Agreement shall be duly obtained and effective as of the Closing.

     

    6.2
      Conditions
      to obligations of the Company.

     

    (a)
      There
      shall not be in effect any injunction or restraining order issued by a court
      of
      competent jurisdiction in an Action against the consummation of the transactions
      contemplated hereby or by any Transaction Document. 

     

    ARTICLE
      VII

     

    REGISTRATION
      RIGHTS

     

    If
      at any
      time the Company shall determine to register for its own account or the account
      of others under the Securities Act (including pursuant a demand for registration
      of any stockholder of the Company) any of its equity securities, other than
      on
      Form S-4 or Form S-8 or their then equivalents relating to
      shares
      of Common Stock to be issued solely in connection with any acquisition of any
      entity or business or shares of Common Stock issuable in connection with stock
      option or other employee benefit plans, it shall send to the Buyer written
      notice of such determination and, if within fifteen (15) days after receipt
      of
      such notice, the Buyer shall so request in writing to the Company, the Company
      shall use its best efforts to include in such registration statement all or
      any
      part of the Conversion Shares requested to be registered.

     

    ARTICLE
      VIII

     

    MISCELLANEOUS

     

    8.1
      Survival;
      Certain Other Matters. 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    (a)
      The
      representations and warranties of the parties contained in this Agreement shall
      survive the Closing and shall continue in full force and effect until the second
      anniversary of the date hereof, after which time such representations and
      warranties shall terminate and have no further force or effect; provided,
      however,
      that
      the representations and warranties contained in Sections 3.6, 4.6, 4.7, 4.8
      and
      4.9 hereof shall survive the Closing and remain in full force and effect until
      the expiration of the applicable statute of limitations, after which time such
      representations and warranties shall terminate and have no further force or
      effect. The period during which any such representation or warranty survives
      is
      the “Survival
      Period”
for
      such representation or warranty. Notwithstanding the foregoing, any
      representation or warranty that would otherwise terminate shall survive with
      respect to, and only with respect to, any matter of which notice is given to
      Company or the Buyer, as the case may be, in writing pursuant to this Agreement
      prior to the end of the applicable Survival Period until such matter is
      resolved, after which time such representation and warranty shall terminate
      and
      have no further force or effect. The representations, warranties and covenants
      of the Company contained in or made pursuant to this Agreement shall in no
      way
      be affected by any investigation of the subject matter thereof made by or on
      behalf of the Buyer or the Company.

     

    (b)
      The
      covenants and agreements of the parties contained in this Agreement shall
      survive the Closing as to the Buyer until the Buyer no longer owns any Purchase
      Shares or Conversion Shares.

     

    (c)
      Each
      party hereto may assert a claim or cause of action under this Agreement with
      respect to (i) any breach of one or more of the representations and warranties
      contained in Articles III and IV hereof, as the case may be, provided that
      such
      claim or cause of action is asserted within the applicable time period specified
      in Section 8.1(a) hereof and (ii) subject to Section 8.1(b) hereof, a breach
      of
      any one or more of the covenants or agreements contained in this Agreement.
      Except as provided for in the immediately preceding sentence, the parties to
      this Agreement agree that no claims or causes of action on any basis (including
      in contract or tort, under federal or state securities laws or otherwise),
      other
      than for fraud, may be brought against the Company or the Buyer or any of their
      respective directors, officers, employees, Affiliates, shareholders, successors,
      permitted assigns, agents, or representatives based upon, directly or
      indirectly, any of the representations or warranties contained in Articles
      III
      and IV of this Agreement or any misstatement or failure to state any fact made
      by Company in connection with the Buyer’s purchase of the Purchase Shares or the
      Conversion Shares. 

     

    8.2
      Further
      Assurances.
      From
      and after the Closing Date, each party shall, at any time and from time to
      time,
      make, execute and deliver, or cause to be made, executed and delivered, such
      instruments and agreements, and take or cause to be taken all such actions
      as
      counsel for the other party may reasonably request for the effectual
      consummation of this Agreement and the transactions hereby
      contemplated.

     

    8.3
      Expenses
      of the Transaction.
      The
      Company and the Buyer shall each pay its own fees and expenses in connection
      with this Agreement and the transactions hereby contemplated.

     

    8.4
      Notices.
      All
      notices or other communications required or permitted hereunder shall be in
      writing and shall be deemed given or delivered (i) when delivered personally
      or
      by private courier, (ii) when actually delivered by registered or certified
      United States mail, return receipt requested, or (iii) when sent by telecopy
      (provided that it is confirmed by a means specified in clause (i) or (ii)),
      addressed as follows:

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    If
      to the
      Buyer:

     

    The
      Lewis
      Opportunity Fund, LP

    45
      Rockefeller Plaza, Suite 2570

    New
      York,
      NY 10111

    Attention:
      Austin Lewis   

    Telecopy:_________________________

    Telephone:
      (212) 332-4450 

    


    With
      a
      copy to:

    


    Name:____________________________

    Address:__________________________

    Attention:_________________________   

    Telecopy:_________________________

    Telephone:________________________

    


    If
      to the
      Company to:

    


    SearchHelp,
      Inc. 

    6800
      Jericho Turnpike, Suite 208E

    Syosett,
      New York 11791

    Attention:
      CFO

    Telecopy:
      (516) 624-0638

    Telephone:
      (516) 922-4765

    


    With
      a
      copy to:

    


    Katten
      Muchin Rosenman LLP

    575
      Madison Avenue

    New
      York,
      New York 10022

    Attention:
      Paul J. Pollock, Esq.

    Telecopy:
      (212) 940-8776

    Telephone:
      (212) 940-8555

    


    or
      to
      such other address as such party may indicate by a notice delivered to the
      other
      parties hereto.

     

    8.5
      No
      Modification Except in Writing.
      This
      Agreement shall not be changed, modified, or amended except by a writing signed
      by the party to be affected by such change, modification or amendment, and
      this
      Agreement may not be discharged except by performance in accordance with its
      terms or by a writing signed by the party to which performance is to be
      rendered.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    8.6
      Entire
      Agreement.
      This
      Agreement, together with any Schedules and Exhibits hereto, sets forth the
      entire agreement and understanding among the parties as to the subject matter
      hereof and merges and supersedes all prior discussions, agreements and
      understandings of every kind and nature among them.

     

    8.7
      Severability.
      If any
      provision of this Agreement or the application of any provision hereof to any
      person or circumstances is held invalid, the remainder of this Agreement and
      the
      application of such provision to other persons or circumstances shall not be
      affected unless the provision held invalid shall substantially impair the
      benefits of the remaining portions of this Agreement.

     

    8.8
      Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns. This Agreement may not be assigned by the Company or the Buyer without
      the prior written consent of the other party; provided,
      however,
      that,
      prior to Closing, the Buyer may assign its rights under this Agreement to any
      Affiliate of the Buyer that agrees in favor of the Company in writing to the
      assumption of the assigning the Buyer’s obligations under this Agreement. No
      such assignment and assumption shall relieve the Buyer of its obligations under
      this Agreement. 

     

    8.9
      Governing
      Law; Jurisdiction.

     

    (a)
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York applicable to contracts made and to be performed wholly
      within said State, without giving effect to the conflict of laws principles
      thereof.

     

    (b)
      Each
      of
      the parties hereto irrevocably and unconditionally submits to the exclusive
      jurisdiction of the United States District Court for the Southern District
      of
      New York or, if such court will not accept jurisdiction, the Supreme Court
      of
      the State of New York, New York County or any court of competent civil
      jurisdiction sitting in New York County, New York. In any action, suit or other
      proceeding, each of the parties hereto irrevocably and unconditionally waives
      and agrees not to assert by way of motion, as a defense or otherwise any claims
      that it is not subject to the jurisdiction of the above courts, that such action
      or suit is brought in an inconvenient forum or that the venue of such action,
      suit or other proceeding is improper. Each of the parties hereto also agrees
      that any final and unappealable judgment against a party hereto in connection
      with any action, suit or other proceeding shall be conclusive and binding on
      such party and that such award or judgment may be enforced in any court of
      competent jurisdiction, either within or outside of the United States. A
      certified or exemplified copy of such award or judgment shall be conclusive
      evidence of the fact and amount of such award or judgment. 

     

    (c)
      EACH
      OF
      THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION
      WITH ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF
      ANY
      PROVISION OF THIS AGREEMENT.

     

    8.10
      Captions.
      The
      captions appearing in this Agreement are inserted only as a matter of
      convenience and for reference and in no way define, limit or describe the scope
      and intent of this Agreement or any of the provisions hereof.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    8.11
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which taken together shall constitute a single
      agreement.

     

    8.12
      Delays
      or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to the Company
      or to the Buyer, upon any breach or default of any party hereto under this
      Agreement, shall impair any such right, power or remedy of the Company or any
      Buyer nor shall it be construed to be a waiver of any such breach or default,
      or
      an acquiescence therein, or of any similar breach of default thereafter
      occurring; nor shall any waiver of any other breach or default theretofore
      or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of the Company or the Buyer of any breach of default
      under
      this Agreement, or any waiver on the part of the Company or any Buyer of any
      provisions or conditions of this Agreement, must be in writing and shall be
      effective only to the extent specifically set forth in such writing. All
      remedies, either under this Agreement, or by law or otherwise afforded to the
      Company or the Buyer, shall be cumulative and not alternative.

     

    


    [Signature
      page follows]

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has executed this Series A Preferred Stock Purchase Agreement
      on the day and year first above written.

    


    
      
        	 	
                SEARCHHELP,
                  INC.

                
 

                By: 
                  __________________________

                William
                  J. Bozsnyak

                Chief
                  Executive Officer

                


                


                THE
                  LEWIS OPPORTUNITY FUND, LTD

                


                


                By: 
                  __________________________

                Austin
                  Lewis

              


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SEARCHHELP,
      INC.

    PAYMENT
      INFORMATION

     ̈PAYMENT
      BY WIRE ̈

     

    Your
      bank should wire transfer only U.S. dollars via Fed wire
      to:

     

    HSBC
      BANK USA

    SearchHelp,
      Inc., IPO Account

    ABA
      # - 021001088

    Account
      # 945705107

    	(i)  	
             

          


     

     

    
      	
              IMPORTANT:

              1)          
                Please
                have your bank identify on the wire transfer the name of the intended
                investor. 

              2)          
                We
                recommend that your bank charge its wiring fees separately so that
                an even
                amount may be invested.