SERIES
      A
      PREFERRED STOCK PURCHASE AGREEMENT

    


    Dated
      March 9, 2007

    


    by
      and
      between

    


    Michael
      Zuhoski

    


    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 9th day of March, 2007, by and between Michael Zuhoski
          (“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 9,884 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”)
          and a
          Warrant to purchase from Company 24,710 fully paid and non-assessable shares
          of
          Common Stock, $.0001 par value, at the Exercise Price of $0.26 per share
          (the
“Purchase
          Shares”),
          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.

        


        “Warrant”
shall
          mean a five-year warrant entitling the holder to purchase 24,710 shares
          of
          common stock, par value $0.0001 per share, of the Company (the “Common Stock”)
          at the Exercise Price of $0.26 per share. 

        


        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. 

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

         

        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.

        


        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
          March 9,
          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 converting, surrendering and cancelling, all outstanding principal and
          accrued interest, through the Closing Date, on the Promissory Note dated
          October
          31, 2006, previously executed between the Buyer and the Company, into fully
          paid
          Purchase Shares.

         

        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;

         

        
          
             

          

          
            5

            
              

            

          

          
             

          

        

        


        (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; 

         

        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, 38,197,596 of which are issued and outstanding as of
          the
          date hereof, (“Common Stock”) and 25,000,000 shares of Series A Preferred Stock,
          none 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 or the exercise of the Warrant (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.

         

        
          
             

          

          
            6

            
              

            

          

          
             

          

        

         

        (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.

         

        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 September 30, 2006 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 September
          30,
          2006, 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.

         

        
          
             

          

          
            7

            
              

            

          

          
             

          

        

         

        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.
          

         

        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, 2005 (as amended), 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.

         

        
          
             

          

          
            9

            
              

            

          

          
             

          

        

         

        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. 

         

        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. 

         

        
          
             

          

          
            10

            
              

            

          

          
             

          

        

         

        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.


         

        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.

         

        
          
             

          

          
            11

            
              

            

          

          
             

          

        

         

        ARTICLE
          VIII

         

        MISCELLANEOUS

         

        8.1
          Survival;
          Certain Other Matters. 

         

        (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.

         

        
          
             

          

          
            12

            
              

            

          

          
             

          

        

         

        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:

         

        If
          to the
          Buyer:

         

        Michael
          Zuhoski

        2780
          Duck
          Pond Road

        Cutchogue,
          NY 11935   

        Telecopy:________________________    

        Telephone:
          631-734-7096

        


        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

         

        
          
             

          

          
            13

            
              

            

          

          
             

          

        

        


        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.

         

        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. 

         

        
          
             

          

          
            14

            
              

            

          

          
             

          

        

         

        (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.

         

        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

                  


                  


                  MICHAEL
                    ZUHOSKI

                  


                  By: 
                    ____________________________

                  Michael
                    Zuhoski

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        


        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.