apa_247mh.htm


    
      

    


    ASSET
      PURCHASE AGREEMENT

    


    


    This
      ASSET PURCHASE AGREEMENT dated as of August 31, 2007 (the
      "Agreement") is entered into by and between 247MGI, Inc.
      (“247MGI”) a publicly traded corporation organized under the
      laws of, and domiciled in, the State of Florida, Sovereign Research, LLC
      (“Sovereign”), a Florida limited liability company and a wholly-owned
      subsidiary of Sovereign ("Buyer"), and 247 Media
      Holdings, LLC, a Florida limited liability company
      (“Seller”).

    


    


    PREAMBLE

    


    WHEREAS,
      Seller owns and/or has acquired rights to certain assets that may be used to
      broadcast audio and video over the internet (the “Assets”);
      and

    


    WHEREAS,
      the Assets are more particularly described on Schedule 1.1; and

    


    WHEREAS,
      Seller desires to convey, sell and assign to Buyer all of Seller’ right, title
      and interest in and to the Assets, upon the terms and conditions contained
      in
      this Agreement; and

    


    WHEREAS,
      Buyer desires to purchase the Assets upon the terms and conditions contained
      in
      this Agreement.

    


    NOW
      THEREFORE, in consideration of the mutual promises and other good and
      valuable consideration, the sufficiency of which is hereby acknowledged, the
      parties agree as follows:

    


    1.  Sale
      and Purchase of Assets.

    


    1.1  Sale
      and Purchase of Assets.  Subject to the terms and conditions of
      this Agreement, at the closing described in Section 6 (the
      "Closing"), Seller shall sell, assign and convey the Assets to
      Buyer, and Buyer shall purchase the Assets from Seller.

    


    1.2  Liabilities
      Excluded.  In connection with Buyer’s purchase of the Assets,
      Buyer shall not assume or become responsible for any indebtedness, liabilities
      or obligations of Seller (the “Liabilities”), except that Buyer
      shall assume the obligations of Seller accruing from and after the Closing
      Date
      under all contracts, agreements and understandings included in the
      Assets.

    


    2.  Purchase
      Price; Payment; Allocation.

    


    2.1  Purchase
      Price.  The purchase price for the Assets shall be the sum of
      $80,000 (the “Purchase Price”), which the parties agree and
      acknowledge is equal to Seller’s historic development cost of the
      Assets.  The Purchase Price shall be paid by delivery to Seller or its
      designee(s), at the Closing, of one or more certificates evidencing an aggregate
      of Two Million Five Hundred Thousand  shares (2,500,000) of the
      authorized but unissued common stock of 247MGI (the “247MGI
      Shares”).


    2.2  The
      247MGI Shares.  The 247MGI Shares have not been registered under
      the Securities Act of 1933, as amended (the “Act”), and such
      securities may not be sold, assigned, pledged, hypothecated, transferred or
      otherwise disposed of absent registration under the Act or the availability
      of
      an applicable exemption therefrom.  Each certificate evidencing any of
      the 247MGI Shares shall bear the following or substantially legend:

    


    These
      securities have not been registered under the Securities Act of 1933, as
      amended, or any state securities laws and may not be sold or otherwise
      transferred­ or disposed of except pursuant to an effective registration
      statement under any applicable federal and state securi­ties laws, or an
      opinion of counsel satisfac­tory to the Company that an exemp­tion from
      registration is available.

    


    


    3.  Representations
      and Warranties of Seller.  Except as otherwise set forth in a
      disclosure schedule delivered by the Seller at the time this Agreement is
      executed and delivered (the “Seller Disclosure Schedule”),
      Seller, hereby represents and warrants to 247MGI and Buyer, as of the date
      hereof and as of the Closing Date, as follows.

    


    3.1  Authority
      and Enforcement.  Seller has all requisite power and authority to
      execute and deliver this Agreement, and to consummate the transactions
      contemplated hereby.  Seller has taken all action necessary for the
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby, and this Agreement constitutes the valid
      and
      binding obligation of Seller, enforceable against Seller in accordance with
      its
      terms, except as may be affected by bankruptcy, insolvency, moratoria or other
      similar laws affecting the enforcement of creditors’ rights generally and
      subject to the qualification that the availability of equitable remedies is
      subject to the discretion of the court before which any proceeding therefore
      may
      be brought.

    


    3.2  No
      Conflicts or Defaults.  The execution and delivery of this
      Agreement by Seller and the consummation of the transactions contemplated hereby
      do not and shall not (a) with or without the giving of notice or the
      passage of time (i) violate, conflict with the articles of organization, bylaws
      or corresponding organizational documents of Seller, or result in a material
      breach of, or a material default or loss of rights under, any covenant,
      agreement, mortgage, indenture, lease, instrument, permit or license to which
      Seller is a party or by which Seller is bound, or any judgment, order or decree,
      or any law, rule or regulation to which Seller is subject, (ii) result in the
      creation of, or give any party the right to create, any lien, charge,
      encumbrance, security interest or any other right or adverse interest
      (“Liens”) upon any of the Assets, (iii) terminate or give any
      party the right to terminate, amend, abandon or refuse to perform, any material
      agreement, arrangement or commitment relating to the Assets, or (iv) have a
      material adverse effect on ownership of the Assets by Buyer or consummation
      of
      the transactions contemplated hereby (a “Seller Material Adverse
      Effect”).

    


    3.3  Consents
      of Third Parties.  The execution, delivery and performance of this
      Agreement and the consummation of the transactions contemplated hereby
      by


    3.4  Seller
      does not require the consent of any person, or such consent has or will be
      obtained, in writing, prior to the Closing.

    


    3.5  No
      Litigation. There are no legal, equitable, administrative,
      arbi­tra­­tion, governmental, regulatory or other proceedings
      pending against Seller, or, to the best knowledge of Seller, threatened against
      it, an adverse determination to which would be likely to result in a Seller
      Material Adverse Effect.

    


    3.6  No
      Options or Other Agreements.  There are no options or
      agree­ments of any charac­ter relating to the Assets to which Seller are
      a party, or by which Seller are bound that, if exercised or consummated, would
      be likely to result in a Seller Material Adverse Effect.

    


    3.7  Title
      to Assets.  Seller is the owner of the Assets, free and clear of
      all Liens.  Upon consummation of the transactions contemplated hereby,
      Buyer will acquire good and marketable title to the Assets.

    


    3.8  Contract
      Rights.  Each of the agreements, contracts or contract rights
      included in the Assets is in full force and effect, and no party to any such
      agreement, contract or right is in material breach of any provision
      thereof.  Each agreement, contract or contract right included in the
      Assets may be assigned to Buyer without the consent or approval of any third
      party, or, if such consent or approval is required, it has or will be obtained
      at or prior to the Closing.

    


    3.9  Intellectual
      Property.  To the extent that the Assets include any trademarks,
      copyrights, trade names, service marks, trade secrets, license agreements,
      proprietary processes, business methods or similar tangible or intangible
      property (“Intellectual Property”), such Intellectual Property
      is owned by Seller, free and clear of all Liens.  To the best of
      Seller’s knowledge, such Intellectual Property does not infringe upon or
      otherwise violate the rights of any third person, and Seller has received no
      notice of any such infringement or violation.  To the extent that any
      such Intellectual Property is licensed by Seller to any third party, the license
      is in full force and effect, the licensee is not in breach or violation of
      the
      license agreement and Seller have no knowledge that any such Intellectual
      Property is being used in violation of Seller’ proprietary rights.

    


    3.10  Securities
      Laws.  Seller is an accredited investor within the meaning of Rule
      501 of Regulation D under the Act.  Seller is acquiring the 247MGI
      Shares for its own account, for investment purposes only, and without a view
      towards the distribution or resale thereof, except in compliance with applicable
      Federal and State securities law.

    


    3.11  Acknowledgment
      of Risks.  Seller is the sole executive officer and director of
      247MGI and Buyer and, as such, is fully familiar with the business, assets,
      liabilities and financial conditions of 247MGI and Buyer.  Seller
      recognizes and acknowledges that the transactions contemplated by this Agreement
      are speculative and involve a high degree of risk.  Such risks
      include, but are not limited to, the following:

    


    (1)  the
      business of 247MGI is a un-marketed  business enterprise, subject to
      all of the risks inherent of a new business;

    


    (2)  247MGI
      has not generated any revenues from operations, or obtained any orders for
      its
      services, and there is no assurance that 247MGI will operate
      profitably;

    


    (3)  there
      is
      currently a limited trading market for 247MGI’s securities and there is no
      assurance that a trading market will develop;

    


    (4)  unless
      an
      active market develops for 247MGI’s securities, Seller may have difficulty
      reselling the 247MGI Shares, at a profit or at all;

    


    (5)  247MGI
      will require additional financing in order to implement its business plans
      -
      there is no assurance that required financing will be available to 247MGI on
      acceptable terms;

    


    (6)  future
      financings will dilute the relative ownership of 247MGI by its existing
      shareholders, and depending on the price at which additional shares are issued,
      may dilute the book value per share of 247MGI’s common stock;

    


    (7)  247MGI
      will have to overcome the challenges of marketing, on-line commerce and
      introduction of a new product in order to succeed, and there is no assurance
      that it will be able to do so;

    


    (8)  247MGI
      will face competition from many entities, most of whom have greater financial
      and physical resources than does 247MGI;

    


    (9)  as
      its
      business develops, 247MGI may have difficulty attracting and retaining qualified
      personnel.

    


    3.12  Disclosure.  The
      representations, warranties and acknowledgments of Seller set forth herein
      are
      true, complete and accurate in all material respects, do not omit to state
      any
      material fact, or omit any fact necessary to make such representations,
      warranties and acknowledgments, in light of the circumstances under which they
      are made, not misleading.

    


    4.  Representations
      and Warranties of 247MGI and Buyer.  Except as otherwise set forth
      in a disclosure schedule delivered by 247MGI and Buyer at the time this
      Agreement is executed and delivered (the “Buyer/247MGI Disclosure
      Schedule”), 247MGI and Buyer hereby make the following representations
      and warranties to Seller, as of the date hereof and as of the Closing
      Date.

    


    4.1  Organization
      and Good Standing.  247MGI and Buyer is each a business entity
      duly organized, validly existing and in good standing under the laws of its
      jurisdiction of formation, with full power and authority to own, lease and
      operate its business and properties and to carry on its business in the places
      and in the manner as presently conducted or proposed to be
      conducted.  247MGI and Buyer are each in good standing as a foreign
      corporation in each jurisdiction in which the properties owned, leased or
      operated, or the business conducted, by it requires such qualification, except
      where the failure to so qualify would not have a material adverse effect on
      the
      business of 247MGI or Buyer, as the case may be, or consummation of the
      transactions contemplated hereby (a “Buyer Material Adverse
      Effect”).

    


    4.2  Authority
      and Enforcement.  247MGI and Buyer have all requisite power and
      authority to execute and deliver this Agreement, and to consummate the
      transactions contemplated hereby.  247MGI and Buyer have each taken
      all action necessary for the execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby, and this Agreement
      constitutes the valid and binding obligation of 247MGI and Buyer, enforceable
      against each in accordance with its terms, except as may be affected by
      bankruptcy, insolvency, moratoria or other similar laws affecting the
      enforcement of creditors’ rights generally and subject to the qualification that
      the availability of equitable remedies is subject to the discretion of the
      court
      before which any proceeding therefore may be brought.

    


    4.3  No
      Conflicts or Defaults.  The execution and delivery of this
      Agreement by 247MGI and Buyer and the consummation of the transactions
      contemplated hereby do not and shall not (a) contravene the articles of
      organization, bylaws or corresponding organizational documents of 247MGI or
      Buyer or (b) with or without the giving of notice or the passage of time (i)
      violate, conflict with, or result in a material breach of, or a material default
      or loss of rights under, any covenant, agreement, mortgage, indenture, lease,
      instrument, permit or license to which 247MGI or Buyer is a party or by which
      247MGI or Buyer is bound, or any judgment, order or decree, or any law, rule
      or
      regulation to which 247MGI or Buyer is subject, (ii) result in the creation
      of,
      or give any party the right to create, any Lien upon any assets or properties
      of
      247MGI or Buyer, (iii) terminate or give any party the right to terminate,
      amend, abandon or refuse to perform, any material agreement, arrangement or
      commitment relating to which 247MGI or Buyer a party, or (iv) result in a Buyer
      Material Adverse Effect.

    


    4.4  Consents
      of Third Parties.  The execution, delivery and performance of this
      Agreement and the consummation of the transactions contemplated hereby by 247MGI
      or Buyer does not require the consent of any person, or such consent has been
      or
      will be obtained, in writing, prior to the Closing.

    


    4.5  Buyers
      Capitalization.  247MGI is authorized to issue (a) 500,000,000
      shares of common stock, $01 par value per share, of which 29,915,471 shares
      are
      issued and outstanding and (b) 5,000,000 shares of preferred stock, $.01 par
      value per share, none of which are issued or outstanding.  Subject to
      update prior to the Closing, there are 2,016,000 options, no warrants or other
      securities convertible into common stock of 247MGI.

    


    4.6  Securities.  The
      247MGI Shares have been duly authorized, and upon issuance pursuant to the
      provisions hereof, will be validly issued, fully paid and
      non-assessable.

    


    4.7  Disclosure.  The
      representations, warranties and acknowledgments of Buyers set forth herein
      are
      true, complete and accurate in all material respects and do not omit any fact
      necessary to make such representations, warranties and acknowledgments not
      misleading.

    


    5.  Conditions
      to Closing.

    


    5.1  Conditions
      Precedent to 247MGI and Buyer’s Obligation to Close.  The
      obligation of 247MGI and Buyer to consummate the transactions contemplated
      by
      this Agreement is subject to satisfaction of the following conditions on or
      prior to the Closing Date:

    


    (1)  The
      representations and warranties of Seller set forth in Section 3 above shall
      be
      true and correct in all material respects at and as of the Closing
      Date.

    


    (2)  Seller
      shall have performed and complied with all of its covenants hereunder in all
      material respects through the Closing Date.

    


    (3)  No
      action, suit, or proceeding shall be pending or threatened before any court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge would likely (i) prevent or
      adversely affect 247MGI or Buyer’s consummation of any of the transactions
      contemplated by this Agreement or (ii) cause any of the transactions
      contemplated by this Agreement to be rescinded following consummation (and
      no
      such injunction, judgment, order, decree, ruling, or charge shall be in
      effect).

    


    (4)  No
      material adverse change shall have taken place with respect to the Assets,
      and
      no event shall have occurred, that could reasonably be foreseen to result in
      a
      Seller Material Adverse Effect;

    


    (5)  Seller
      shall have delivered to Buyer a certificate to the effect that each of the
      conditions specified above in Sections 5.1(1) - (4) has been complied with
      in
      all material respects; and

    


    (6)  All
      actions to be taken by Seller in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby
      will
      be reasonably satisfactory in form and substance to the 247MGI and
      Buyer.

    


    5.2  Conditions
      Precedent to Seller’ Obligation to Close.  The obligation of
      Seller to consummate the transactions contemplated by this Agreement is subject
      to satisfaction of the following conditions on or prior to the Closing
      Date:

    


    (1)  The
      representations and warranties of 247MGI and Buyer set forth in Section 4 above
      shall be true and correct in all material respects at and as of the Closing
      Date.

    


    (2)  247MGI
      and Buyer shall each have performed and complied with their respective covenants
      hereunder in all material respects through the Closing Date.

    


    (3)  No
      action, suit, or proceeding shall be pending or threatened before any court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge would likely (i) prevent or
      adversely affect Seller’s consummation of any of the transactions contemplated
      by this Agreement or (ii) cause any of the transactions contemplated by this
      Agreement to be rescinded following consummation (and no such injunction,
      judgment, order, decree, ruling, or charge shall be in effect);

    


    (4)  No
      material adverse change shall have taken place with respect to 247MGI or Buyer,
      and no event shall have occurred, that could reasonably be foreseen to result
      in
      a Buyer Material Adverse Effect.

    


    (5)  247MGI
      and Buyer shall each have delivered to the Seller a certificate to the effect
      that each of the conditions specified above in Sections 5.2(1) - (4) has been
      complied with in all respects; and

    


    (6)  All
      actions to be taken by Buyers in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby
      will
      be reasonably satisfactory in form and substance to the Seller.

    


    6.  Closing;
      Closing Date.  A closing of the transactions contemplated hereby
      (the “Closing”) will take place at 10:00 am  on
      August 31, 2007, at the offices of counsel to the Buyer, or at such other place,
      date and time that is agreed upon by Seller and Buyer.  The date on
      which the Closing is held is referred to in this Agreement as the
      "Closing Date."

    


    7.  Documents
      to be Delivered at the Closing.

    


    7.1  Documents
      to be Delivered by Seller.  At the Closing, Seller shall deliver,
      or cause to be delivered, to Buyer the documents required by Article 5 hereof,
      and the following:

    


    (1)  a
      duly
      executed bill of sale, dated the Closing Date, transferring to Buyer all of
      Seller's right, title and interest in and to the Assets together with possession
      of the Assets;

    


    (2)  a
      duly
      executed assignment, transferring to Buyer all of Seller’s right, title and
      interest in and to the contracts, agreements and contract rights included in
      the
      Assets, accompanied by any third party consents necessary in order to assign
      such contracts, agreements and rights to Buyer; and

    


    (3)  such
      other certificates, documents and instruments as Buyers may have reasonably
      requested in connection with the transaction contemplated hereby.

    


    7.2  Documents
      to be Delivered by Buyers.  At the Closing, 247MGI and Buyer shall
      deliver to Seller the following:

    


    (1)  a
      certificate evidencing the 247MGI Shares, or irrevocable instructions to
      247MGI’s transfer agent to issue the 247MGI Shares to Seller; and

    


    (2)  such
      other certificates, documents and instruments as Seller may have reasonably
      requested in connection with the transaction contemplated hereby.

    


    8.  Additional
      Covenants.

    


    8.1  Further
      Assurances.  If, at any time after the Closing, the parties shall
      consider or be advised that any further deeds, assignments or assurances in
      law
      or that any other things are necessary, desirable or proper to complete the
      transactions contemplated hereby in accordance with the terms of this agreement
      or to vest, perfect or confirm, of record or otherwise, the title to any
      property or rights of the parties hereto, the parties agree that their proper
      officers and directors shall execute and deliver all such proper deeds,
      assignments and assurances in law and do all things necessary, desirable or
      proper to vest, perfect or confirm title to such property or rights and
      otherwise to carry out the purpose of this Agreement, and that the proper
      officers and directors the parties are fully authorized to take any and all
      such
      action.

    


    8.2  No
      Public Disclosure.  Without the prior written consent of the
      other, which written consent will not be unreasonably withheld, no party to
      this
      Agreement will, and will each cause their respective representatives not to,
      make any release to the press or other public disclosure with respect to either
      the fact that discussions or negotiations have taken place concerning the
      transactions contemplated by this Agreement, the existence or contents of this
      Agreement or any prior correspondence relating to this transactions contemplated
      by this Agreement, except for such public disclosure as may be necessary for
      the
      party proposing to make the disclosure not to be in violation of or default
      under any applicable law, regulation or governmental order.

    


    9.  Indemnification
      and Related Matters.

    


    9.1  Indemnification
      by the Seller.  Seller hereby indemnifies and hold 247MGI and
      Buyer harmless from and against any and all damages, losses, liabilities,
      obligations, costs or expenses incurred by 247MGI and/or Buyer arising out
      of
      the breach of any representation or warranty of Seller hereunder, and/or
      Seller’s failure to perform any covenant or obligation required to be performed
      by any of them hereunder.

    


    9.2  Indemnification
      by 247MGI and Buyer.  247MGI and Buyer each hereby severally
      indemnifies and holds Seller harmless from and against any and all damages,
      losses, liabilities, obligations, costs or expenses incurred by Seller and
      arising out of the breach of any representation or warranty of 247MGI or Buyer,
      as the case may be, hereunder, or 247MGI or Buyer's failure to perform any
      covenant or obligation required to be performed by either of them
      hereunder.

    


    9.3  Procedure
      for Indemnification.  Any party entitled to indemnification under
      this Article IX (an "Indemnified Party") will give written notice to the
      indemnifying party of any matters giving rise to a claim for indemnification;
      provided, that the failure of any party entitled to indemnification hereunder
      to
      give notice as provided herein shall not relieve the indemnifying party of
      its
      obligations under this Article IX except to the extent that the indemnifying
      party is actually prejudiced by such failure to give notice.  In case
      any action, proceeding or claim is brought against an Indemnified Party in
      respect of which indemnification is sought hereunder, the indemnifying party
      shall be entitled to participate in and, unless in the reasonable judgment
      of
      counsel to the Indemnified Party a conflict of interest between it and the
      indemnifying party may exist with respect of such action, proceeding or claim,
      to assume the defense thereof with counsel reasonably satisfactory to the
      Indemnified Party.  In the event that the indemnifying party advises
      an Indemnified Party that it will contest such a claim for indemnification
      hereunder, or fails, within 30 days of receipt of any indemnification notice
      to
      notify, in writing, such person of its election to defend, settle or compromise,
      at its sole cost and expense, any action, proceeding or claim (or discontinues
      its defense at any time after it commences such defense), then the Indemnified
      Party may, at its option, defend, settle or otherwise compromise or pay such
      action or claim.  In any event, unless and until the indemnifying
      party elects in writing to assume and does so assume the defense of any such
      claim, proceeding or action, the Indemnified Party's costs and expenses arising
      out of the defense, settlement or compromise of any such action, claim or
      proceeding shall be losses subject to indemnification hereunder.  The
      Indemnified Party shall cooperate fully with the indemnifying party in
      connection with any settlement negotiations or defense of any such action or
      claim by the indemnifying party and shall furnish to the indemnifying party
      all
      information reasonably available to the Indemnified Party, which relates to
      such
      action or claim.  The indemnifying party shall keep the Indemnified
      Party fully apprised at all times as to the status of the defense or any
      settlement negotiations with respect thereto.  If the indemnifying
      party elects to defend any such action or claim, then the Indemnified Party
      shall be entitled to participate in such defense with counsel of its choice
      at
      its sole cost and expense.  The indemnifying party shall not be liable
      for any settlement of any action, claim or proceeding effected without its
      prior
      written consent.  Notwithstanding anything in this Article IX to the
      contrary, the indemnifying party shall not, without the Indemnified Party’s
      prior written consent, settle or compromise any claim or consent to entry of
      any
      judgment in respect thereof which imposes any future obligation on the
      Indemnified Party or which does not include, as an unconditional term thereof,
      the giving by the claimant or the plaintiff to the Indemnified Party of a
      release from all liability in respect of such claim.  The indemnity
      agreements contained herein shall be in addition to (a) any cause of action
      or
      similar rights of the Indemnified Party against the indemnifying party or
      others, and (b) any liabilities the indemnifying party may be subject
      to.

    


    9.4  Time
      for Assertion.  No party to this Agreement shall have any
      liability (for indemnification or otherwise) with respect to any representation,
      warranty or covenant or obligation to be performed and complied hereunder,
      unless notice of any such liability is provided on or before 12 months from
      the
      date hereof.

    


    9.5  Basket.  Notwithstanding
      any conflicting or inconsistent provisions hereof, Seller shall not be liable
      in
      damages, indemnity or otherwise to Buyers in respect of the inaccuracy or breach
      of any representations, warranties, covenants or agreements herein, except
      to
      the extent that the damages to Buyers, singularly or in the aggregate, exceed
      the sum of $25,000.  Notwithstanding any conflicting or inconsistent
      provisions hereof, Buyers shall not be liable in damages, indemnity or otherwise
      to Seller in respect to the inaccuracy or breach of any representations,
      warranties, covenants or agreements herein except to the extent that damages
      to
      Seller exceed, individually or in the aggregate, the sum of
      $25,000.

    


    10.  Termination.

    


    10.1  Termination
      by Mutual Consent.  This Agreement may be terminated by mutual
      consent of the parties, in writing, signed by each of the parties
      hereto.

    


    10.2  Termination
      Due to Lapse of Time.  This Agreement may be terminated by either
      party if the Closing does not occur prior to August 31, 2007; provided, however,
      that a party wholly or partially responsible for the Closing not occurring
      prior
      to such date may not terminate this Agreement pursuant to this
      subsection.

    


    10.3  Termination
      by Buyers.  This Agreement may be terminated by 247MGI or Buyer by
      written notice to Seller, in the event of a material breach of any
      representation or warranty of Seller hereunder, or in the event Seller fails
      to
      perform any material covenant or obligation required to be performed by it
      hereunder and such failure remains uncured for ten days following such written
      notice.

    


    10.4  Termination
      by Seller.  This Agreement may be terminated by Seller, by written
      notice to 247MGI or Buyer, in the event of a material breach of any
      representation or warranty of 247MGI or Buyer hereunder, or in the event 247MGI
      or Buyer fails to perform any material covenant or obligation required to be
      performed by it hereunder and such failure remains uncured for ten days
      following such written notice.

    


    10.5  Effect
      of Termination.  Termination of this Agreement under Section 10.2,
      10.3 or 10.4 hereof shall not preclude the parties from pursuing all remedies
      available to them under applicable law arising by reason of such
      termination.

    


    11.  Miscellaneous.

    


    11.1  Finders.  247MGI
      and Buyer on the one hand, and Seller, on the other hand, represent and warrant
      that they have not employed or utilized the services of any broker or finder
      in
      connection with this Agreement or the transactions contemplated by
      it.  Seller shall indemnify and hold 247MGI and Buyer harmless from
      and against any and all claims for brokers' commissions made by any party as
      a
      result of this Agreement and the transaction contemplated hereunder to the
      extent that any such commission was incurred, or alleged to have been incurred,
      by, through or under Seller.  247MGI and Buyer, jointly and severally,
      shall indemnify and hold Seller harmless from and against any and all claims
      for
      brokers' commissions made by any party as a result of this Agreement and
      transaction contemplated hereunder to the extent that any such commission was
      incurred, or alleged to have been incurred, by, through or under 247MGI or
      Buyer.

    


    11.2  Expenses.  Except
      as otherwise specifically provided in this Agreement, each party shall bear
      their own respective expenses incurred in connection with this Agreement and
      in
      connection with all obligations required to be performed by each of them under
      this Agreement.

    


    11.3  Entire
      Agreement; No Waiver.  This Agreement, the Schedules and any
      instruments and agreements to be executed pursuant to this Agreement, sets
      forth
      the entire understanding of the parties hereto with respect to its subject
      matter, merges and supersedes all prior and contemporaneous understandings
      with
      respect to its subject matter and may not be waived or modified, in whole or
      in
      part, except by a writing signed by each of the parties hereto.  No
      waiver of any provision of this Agreement in any instance shall be deemed to
      be
      a waiver of the same or any other provision in any other
      instance.  Failure of any party to enforce any provision of this
      Agreement shall not be construed as a waiver of its rights under such
      provision.

    


    11.4  Jurisdiction
      and Governing Law.  This Agreement shall in all respects be
      governed by and construed in accordance with the laws of the State of Florida
      are applicable to agreements made and fully to be performed in such state,
      without giving effect to conflicts of law principles.  The parties
      further: (a) agree that any legal suit, action or proceeding arising out of
      or
      relating to this Agreement shall be instituted exclusively in any Federal or
      State court of competent jurisdiction within the County of Broward, State of
      Florida, (b) waive any objection that they may have now or hereafter to the
      venue of any such suit, action or proceeding, and (c) irrevocably consent to
      the
      in personam jurisdiction of any Federal or State court of competent jurisdiction
      within the County of Broward, State of Florida in any such suit, action or
      proceeding.  The parties each further agree to accept and acknowledge
      service of any and all process which may be served in any such suit, action
      or
      proceeding in a Federal or State court of competent jurisdiction within the
      County of Broward, State of Florida, and that service of process upon the
      parties mailed by certified mail to their respective addresses shall be deemed
      in every respect effective service of process upon the parties, in any action
      or
      proceeding.

    


    11.5  Construction.  Headings
      contained in this Agreement are for convenience only and shall not be used
      in
      the interpretation of this Agreement.  References herein to Articles,
      Sections and Exhibits are to the articles, sections and exhibits, respectively,
      of this Agreement.  The Seller Disclosure Schedule and Buyer/247MGI
      Disclosure Schedule are hereby incorporated herein by reference and made a
      part
      of this Agreement.  As used herein, the singular includes the plural,
      and the masculine, feminine and neuter gender each includes the others where
      the
      context so indicates.

    


    11.6  Notices.  All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered personally (including by confirmed legible
      telecopier transmission) or mailed by certified mail, return receipt requested,
      to the parties at the following addresses (or to such address as a party may
      have specified by notice given to the other party pursuant to this
      provision):

    


    


    If
      to
      Seller, c/o:

    


    12247
      NW
      35th
      St

    Coral
      Springs, FL 33065

    Attention:
      Matthew Dwyer, Managing Member

    Telecopy
      No.:  (954) 323-2542

    


    If
      to
      247MGI, INC. or Buyer:

    


    1007
      N.
      Federal Hwy

    #D-6

    Fort
      Lauderdale, FL 33304

    Attention:
      Matthew Dwyer, President

    Telecopy
      No.:  (954) 323-2542

    


    With
      a
      copy to:

    


    Schneider
      Weinberger & Beilly LLP

    2200
      Corporate Boulevard, N.W.

    Suite
      210

    Boca
      Raton, Florida  33431-7307

    Attention:
      Steven I. Weinberger, Esq..

    Telecopy
      No.:  (561) 362-9612

    


    11.7  Separability.  In
      the event that any provision hereof would, under applicable law, be invalid
      or
      enforceable in any respect, such provision shall be construed by modifying
      or
      limiting it so as to be valid and enforceable to the maximum extent compatible
      with, and permissible under, applicable law.  The invalidity or
      unenforceability of any provision of this Agreement shall not affect the
      validity or enforceability of any other provision of this Agreement which shall
      remain in full force and effect.

    


    11.8  Binding
      Effect; Assignment.  This Agreement shall be binding upon and
      inure to the benefit of the parties and their respective successors and
      permitted assigns.  Nothing in this Agreement shall create or be
      deemed to create any third party beneficiary rights in any person or entity
      not
      a party to this Agreement.  No assignment of this Agreement or of any
      rights or obligation hereunder may be made by either party (by operation of
      law
      or otherwise) without the prior written consent of the other and any attempted
      assignment without the required consent shall be void.

    


    11.9  Best
      Knowledge.  As used in this Agreement "to the best of Seller's
      knowledge" or words of similar import shall mean actual or constructive
      knowledge possessed by an executive officer of Seller, including such actual
      or
      constructive knowledge that would be expected to be known upon the exercise
      of
      reasonable business judgment, and "to the best of 247MGI or Buyers knowledge"
      or
      words of similar import shall mean actual or constructive knowledge possessed
      by
      an executive officer of 247MGI or Buyer, including such actual or constructive
      knowledge that would be expected to be known upon the exercise of reasonable
      business judgment.

    


    11.10  Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be an original,
      but which together shall constitute one and the same Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, we have executed this Agreement as of the date and
      year first above written.

    


    247MGI,
      INC.

    


    


    


    By:         
       /S/Matthew P. Dwyer

    Matthew
      P. Dwyer, President

    


    


    


    SOVEREIGN
      RESEARCH, LLC

    


    


    


    By:          /s/Matthew
      P. Dwyer

    Matthew
      P. Dwyer, Managing Member

    


    


    


    247
      MEDIA HOLDINGS, LLC

    


    


    


    By:          /s/Matthew
      P. Dwyer

    Matthew
      P; Dwyer, Managing Member

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1.1

    


    ASSET
      SCHEDULE

    


    Domain
      Names and Websites

    


    
      	
              1.  

            	
              247BN.com

            


    

    
      	
              2.  

            	
              247BTN.com

            


    

    
      	
              3.  

            	
              247BRN.com

            


    

    
      	
              4.  

            	
              247MGI,
                Inc.

            


    

    
      	
              5.  

            	
              247Edgarfilings.com

            


    

    
      	
              6.  

            	
              247newswire.com

            


    

    
      	
              7.  

            	
              smallcaprapp.com

            


    

    
      	
              8.  

            	
              filmstyleproductions.com

            


    

    
      	
              9.  

            	
              Digicard.com
                (and all associated URL’s for
                Digicard)

            


    

    


    Office
      Equipment

    


    
      	
              1.  

            	
              Toshiba
                17” Laptop

            


    

    
      	
              2.  

            	
              Linksys
                Wireless Router

            


    

    
      	
              3.  

            	
              Belkin
                Omniview 2 Port switch/with audio

            


    

    
      	
              4.  

            	
              HP
                17” Flat Screen Monitor

            


    

    
      	
              5.  

            	
              ADAP
                3-PRT Firewire

            


    

    
      	
              6.  

            	
              Digital
                Video card

            


    

    
      	
              7.  

            	
              2
                gigs of Ram

            


    

    
      	
              8.  

            	
              External
                Power for laptops

            


    

    
      	
              9.  

            	
              Hand
                held portable PC

            


    

    


    Software

    


    
      	
              1.  

            	
              DRS
                2006 Radio Automation Software

            


    

    
      	
              2.  

            	
              Digital
                Juice Sounds Effects library

            


    

    
      	
              3.  

            	
              ACID
                Music Studio

            


    

    
      	
              4.  

            	
              Windows
                XP

            


    

    
      	
              5.  

            	
              Microsoft
                Office 2003

            


    

    
      	
              6.  

            	 


    

    


    License
      Payments

    


    
      	
              1.  

            	
              Surfer
                Network – third party streaming service monthly
                charge

            


    

    
      	
              2.  

            	
              Primezone
                Media – PR distribution service paid per
                release

            


    

    
      	
              3.  

            	
              EdgarFilings,
                Inc. – Edgar software provider annual
                fee

            


    

    


    IPRadio
      Studio Equipment

    


    
      	
              1.  

            	
              E/V
                RE20 Microphone and mounting arm

            


    

    
      	
              2.  

            	
              Mackie
                Onxy 1220 mixer

            


    

    
      	
              3.  

            	
              Mackies
                Onyx Firewire card

            


    

    
      	
              4.  

            	
              JK
                Audio Broadcast Host telephone
                interface

            


    

    
      	
              5.  

            	
              Sennheiser
                HD202 headphones

            


    

    
      	
              6.  

            	
              DBX
                1066 dual compressor/limiter/gate

            


    

    
      	
              7.  

            	
              Hosa
                various cables

            


    

    
      	
              8.  

            	
              Dell
                computer

            


    

    


    IPVideo
      Studio Equipment

    


    
      	
              1.  

            	
              Adobe
                Premiere 2.0

            


    

    
      	
              2.  

            	
              Serious
                Magic Visual Communicator

            


    

    


    Proprietary
      Software Including all Source Codes

    


    
      	
              1.  

            	
              Hybrid
                media player/chat module

            


    

    
      	
              2.  

            	
              Self
                Installer for player application

            


    

    
      	
              3.  

            	
              Word
                counter for press release
                dissemination

            


    

    
      	
              4.  

            	
              Registration
                program for users and clients

            


    

    
      	
              5.  

            	
              DVD
                authoring program

            


    

    


    Contracts
      to be Assigned

    


    
      	
              1.  

            	
              License
                Agreement with EDGARfilings

            


    

    
      	
              2.  

            	
              Reseller
                Agreement with Prime Newswire

            


    

    
      	
              3.  

            	
              Studio
                Lease

            


    

    
      	
              4.  

            	
              T3
                and Fiber Optic Line with AT&T

            


    

    


    Digicard

    


    
      	
              1.  

            	
              All
                recordings

            


    

    
      	
              2.  

            	
              All
                demos

            


    

    
      	
              3.  

            	
              Releases
                from professional baseball players

            


    

    
      	
              4.  

            	
              All
                DVD insert mock-ups

            


    

    
      	
              5.  

            	
              All
                stock photos purchased