Exhibit 10.1 Pacific Software, Inc. 6.12.07


    TECHNOLOGY
      PURCHASE AGREEMENT

    


    THIS
      AGREEMENT made effective the 1st
      day of
      April, 2005.

    


    BETWEEN:

    


    FROZEN
      DIRT MEDIA CORPORATION, a corporation incorporated under the laws of
      British Columbia and having an office at 6517 Gerke Place, the City of Nanaimo
      in the Province of British Columbia and having an office at Suite 101-4226
      Commerce Circle in the City of Victoria in the Province of British Columbia,
      Canada V8Z6N6.

    


    (the
      “Vendor”)

    


    Rinus
      Jellema, a business man, having an office at 6517 Gerke Place, the City of
      Nanaimo in the Province of British Columbia, Canada.

    


    (the
      “Purchaser”)

    


    WHEREAS
      the Purchaser wishes to purchase, and the Vendor wishes to sell, in
      consideration of the payment of Cdn $15,000 by the Pur45chaser to the Vendor,
      the Technology described in Schedule 1.0 attached hereto.

    


    NOW
      THEREFORE in consideration of the mutual promises and covenants
      hereinafter contained the Parties to this Agreement, agree as
      follows:

    


    
      	1.0  	
              PURCHASE
                OF TECHNOLOGY

            


    

    


    
      	1.1  	
              The
                Purchaser agrees the purchase all right, title and interest in and
                to the
                Technology, as more particularly described in Schedule 1.0 attached
                herto,m for the sum of Cdn $15,000 (the “Purchase
                Price”).

            


    

    


    
      	2.0  	
              TRANSFER
                OF LICENSED TECHNOLOGY

            


    

    


    
      	2.1  	
              Upon
                execution of the Agreement and presentment by the Purchaser to the
                Vendor
                of a cheque, money order or bank draft for an initial payment of
                $5,000
                (five-thousand) with the balance of $10,000 to be paid on or before
                January 2, 2007. The Vendor shall provide to the Purchaser and IP
                disclosure statement, or similar materials, including any software
                or cold
                fusion and other codes, passwords or access codes, or other proprietary
                information which might be necessary to the Purchaser to enjoy full
                and
                unencumbered use of the Technology.

            


    

    
      	2.2  	
              The
                Vendor agrees, if there are any trademarks relating to the Technology
                (including the names largefileasap or similar names), to transfer
                the
                registration, or registration in process, to these names to the Purchaser
                if the Purchaser requests the Vendor to do so at any
                time.

            


    

    


    
      	3.0  	
              IMPROVEMENTS

            


    

    


    
      	3.1  	
              All
                improvements, changes, new versions, new compilations or revisions
                to the
                Technology are the property of the
                Purchaser.

            


    

    
      	3.2  	
              The
                Purchaser shall have the right to develop, license, resell or assign
                any
                or all of the Technology without any consultation with the Vendor
                and to
                disclose any proprietary information relating to the Technology to
                any
                third party is so chooses.

            


    

    


    
      	4.0  	
              PROTECTION
                OF PROPRIETARY INFORMATION

            


    

    


    
      	4.1  	
              The
                Vendor acknowledges that any proprietary information relating to
                the
                Technology will, after the execution of this Agreement, be the sole
                and
                exclusive information of the Purchaser and agrees not to disclose
                proprietary information regarding the Technology to any party without
                first receiving the written consent of the Purchaser. The Purchaser
                agrees
                that, if any proprietary information (other than relating to the
                Technology) of the Vendor is disclosed to it inadvertently during
                the
                transfer of the Technology, it will not disclose this proprietary
                information of the Vendor to any third party with first receiving
                the
                written consent of the Vendor.

            


    

    
      	4.2  	
              The
                term “Proprietary Information” will, it its meaning is as at issue at any
                time between the Vendor and the Purchaser, be interpreted according
                to
                prevailing industry standards in the software industry as to what
                comprises proprietary information of a
                party.

            


    

    


    
      	5.0  	
              GOVERNING
                LAW

            


    

    


    
      	5.1  	
              This
                Agreement shall be governed by, subject to and interpreted in accordance
                with the laws of the Province of British
                Columbia.

            


    

    


    
      	6.0  	
              ENTIRE
                AGREEMENT

            


    

    


    
      	6.1  	
              This
                Agreement represents the entire agreement between the parties with
                respect
                to the Technology.

            


    

    
      	6.2  	
              This
                Agreement may be executed in two or more counterparts and by facsimile,
                each of which shall be deemed an original, but all of which together
                shall
                constitute one and the same
                instrument.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1.0

    


    TECHNOLOGY
      DESCRIPTION

    


    The
      Technology is comprised of the following components:

    


    
      	1.  	
              All
                right, title and interest in and to the LargfilesASAP.com Domain.
                ()

            


    

    
      	2.  	
              All
                present pages and graphics relating to the Largefilesasap
                product;

            


    

    
      	3.  	
              Software
                code and cold fusion code relating comprising the Largefilesasap
                tool
                (current version compiled and code source
                uncompiled);

            


    

    
      	4.  	
              All
                contents of the administrative database for the Largefilesasap
                domain;

            


    

    
      	5.  	
              The
                present customer list including contact names, numbers and
                addresses;

            


    

    
      	6.  	
              All
                intellectual property rights, including the rights to existing trademarks
                or trademarks in process or the rights to file trademark applications
                in
                all jurisdictions, to the Largefilesasap
                name.

            


    

    


    
      	7.0  	
              ASSIGNMENT

            


    

    


    
      	7.1  	
              This
                Agreement may be assigned by the Purchaser at its sole and absolute
                discretion.

            


    

    


    
      	8.0  	
              LEGAL
                REPRESENTATION

            


    

    


    
      	8.1  	
              The
                parties hereto agree that CD Farber Law Corp. has been retained to
                act on
                the Purchaser’s behalf only in the drafting of this Agreement and has not
                been retained to review the Technology or the right, title and interest
                in
                and to the Technology of the
                Vendor.

            


    

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
      executed effective as of the 1st
      day of
      September, 2006.

    


     

    FROZEN
      DIRT MEDIAL CORPORATION

    


    /s/
      Robert Gaynor

    AUTHORIZED
      SIGNATURE

    


    


    


    /s/
      Rinus
      Jellema

    


    


    


    


    


    
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