ex101.htm


    SHARE
      EXCHANGE AGREEMENT

    
 

    THIS
      AGREEMENT is made as of the 28th
      day of September,
      2007

    


    AMONG:

    


    COMMONCACHE,
      INC., a corporation formed pursuant to the laws of the State of Nevada
      and having an office for business located at 2300 Palm Beach Lakes Blvd., Suite
      218, West Palm Beach, Florida 33409 (“Commoncache”)

    


    AND:

    


    FREECOM,
      LLC, a limited liability company formed pursuant to the laws of the
      State of Florida and having an office for business located at c/o Global Roaming
      Distribution, 18851 NE 29th Avenue,
      7th Floor,
      Aventura,
      FL 33180 ("FreeCom")

    


    AND:

    


    The
      shareholders of FreeCom, each of whom are set forth on the signature page of
      this Agreement (the “FreeCom Interestholders”)

    


    


    WHEREAS:

    


    
      	
              A.

            	
              The
                FreeCom Interestholders own all of the presently issued and outstanding
                membership interests of FreeCom;

            


    

    


    
      	
              B.

            	
              Commoncache
                was incorporated on July 31, 2001 and became an SEC reporting company
                on
                September 17, 2002;

            


    

    


    
      	
              C.

            	
              The
                respective Boards of Directors of Commoncache and FreeCom deem it
                advisable and in the best interests of Commoncache and FreeCom that
                FreeCom become a wholly-owned subsidiary of Commoncache (the
                “Acquisition”) pursuant to this
                Agreement;

            


    

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
      premises and the mutual covenants, agreements, representations and warranties
      contained herein, and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto hereby agree
      as
      follows:

    


    


    ARTICLE
      1

    DEFINITIONS
      AND INTERPRETATION

    


    Definitions

    


    
      	
              1.1

            	
              In
                this Agreement the following terms will have the following
                meanings:

            


    

    


    
      	
              (a)  

            	
              “Acquisition”
                means the Acquisition, at the Closing, of FreeCom by Commoncache
                pursuant
                to this Agreement;

            


    

    


    
      	
              (b)  

            	
              “Acquisition
                Shares” means the 37,000,000 Commoncache Common Shares to be
                issued to the FreeCom Interestholders at Closing pursuant to the
                terms of
                the Acquisition;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)  

            	
              “Agreement”
                means this share exchange agreement among Commoncache, FreeCom, and
                the
                FreeCom Interestholders;

            


    

    


    
      	
              (d)  

            	
              “Closing”
                means the completion, on the Closing Date, of the transactions
                contemplated hereby in accordance with Article 9
                hereof;

            


    

    


    
      	
              (e)  

            	
              “Closing
                Date” means the day on which all conditions precedent to the
                completion of the transaction as contemplated hereby have been satisfied
                or waived, but in any event no later than September 30,
                2007;

            


    

    


    
      	
              (f)  

            	
              “Commoncache
                Accounts Payable and Liabilities” means all accounts payable and
                liabilities of Commoncache, on a consolidated basis, due and owing
                or
                otherwise constituting a binding obligation of Commoncache pursuant
                to
                Commoncache Financial Statements;

            


    

    


    
      	
              (g)  

            	
              “Commoncache
                Accounts Receivable” means all accounts receivable and other
                debts owing to Commoncache, on a consolidated basis, as of June 30,
                2007;

            


    

    


    
      	
              (h)  

            	
              “Commoncache
                Assets” means the undertaking and all the property and assets of
                the Commoncache Business of every kind and description wheresoever
                situated including, without limitation, Commoncache Equipment, Commoncache
                Inventory, Commoncache Material Contracts, Commoncache Accounts
                Receivable, Commoncache Cash, Commoncache Intangible Assets and
                Commoncache Goodwill, and all credit cards, charge cards and banking
                cards
                issued to Commoncache;

            


    

    


    
      	
              (i)  

            	
              “CommoncacheBank
                Accounts” means all of the bank accounts, lock boxes and safety
                deposit boxes of Commoncache relating to the Commoncache
                Business;

            


    

    


    
      	
              (j)  

            	
              “CommoncacheBusiness”
                means all aspects of any business conducted by
                Commoncache;

            


    

    


    
      	
              (k)  

            	
              “CommoncacheCash”
                means all cash on hand or on deposit to the credit of Commoncache
                on the
                Closing Date;

            


    

    


    
      	
              (l)  

            	
              “CommoncacheCommon
                Shares” means the shares of common stock in the capital of
                Commoncache;

            


    

    


    
      	
              (m)  

            	
              “CommoncacheDebt
                to Related Parties” means the debts owed by Commoncache to any
                affiliate, director or officer of
                Commoncache;

            


    

    


    
      	
              (n)  

            	
              “CommoncacheEquipment”
                means all machinery, equipment, furniture, and furnishings used in
                the
                Commoncache Business;

            


    

    


    
      	
              (o)  

            	
              “CommoncacheFinancial
                Statements” means, collectively, the audited consolidated
                financial statements of Commoncache for the fiscal year ended December
                31,
                2006, together with the auditors' report thereon, true copies of
                which are
                attached as Schedule “A”
                hereto;

            


    

    


    
      	
              (p)  

            	
              “CommoncacheGoodwill”
                means the goodwill of the Commoncache Business including the right
                to all
                corporate, operating and trade names associated with the Commoncache
                Business, or any variations of such names as part of or in connection
                with
                the Commoncache Business, all books and records and other information
                relating to the Commoncache Business, all necessary licenses and
                authorizations and any other rights used in connection with the
                Commoncache Business;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (q)  

            	
              “CommoncacheInsurance
                Policies” means the public liability insurance and insurance
                against loss or damage to the Commoncache Assets and the Commoncache
                Business;

            


    

    


    
      	
              (r)  

            	
              “CommoncacheIntangible
                Assets" means all of the intangible assets of Commoncache,
                including, without limitation, Commoncache Goodwill, all trademarks,
                logos, copyrights, designs, and other intellectual and industrial
                property
                of Commoncache and its
                subsidiaries;

            


    

    


    
      	
              (s)  

            	
              “CommoncacheInventory”
                means all inventory and supplies of the Commoncache Business as of
                June
                30, 2007;

            


    

    


    
      	
              (t)  

            	
              “CommoncacheMaterial
                Contracts” means the burden and benefit of and the right, title
                and interest of Commoncache in, to and under all trade and non-trade
                contracts, engagements or commitments, whether written or oral, to
                which
                Commoncache or its subsidiaries are entitled whereunder Commoncache
                are
                obligated to pay or entitled to receive the sum of $10,000 or more
                including, without limitation, any pension plans, profit sharing
                plans,
                bonus plans, loan agreements, security agreements, indemnities and
                guarantees, any agreements with employees, lessees, licensees, managers,
                accountants, suppliers, agents, distributors, officers, directors,
                attorneys or others which cannot be terminated without liability
                on not
                more than one month's notice;

            


    

    


    
      	
              (u)  

            	
              “Place
                of Closing” means the offices of Sichenzia Ross Friedman Ference
                LLP, or such other place as Commoncache and FreeCom may mutually
                agree
                upon;

            


    

    


    
      	
              (v)  

            	
              “FreeCom
                Accounts Payable and Liabilities” means all accounts payable and
                liabilities of FreeCom, due and owing or otherwise constituting a
                binding
                obligation of FreeCom (other than a FreeCom Material Contract) as
                set
                forth in the FreeCom Financial
                Statements;

            


    

    


    
      	
              (w)  

            	
              “FreeCom
                Accounts Receivable” means all accounts receivable and other
                debts owing to FreeCom, as set forth in the FreeCom Financial
                Statements;

            


    

    


    
      	
              (x)  

            	
              “FreeCom
                Assets“ means the undertaking and all the property and assets of
                the FreeCom Business of every kind and description wheresoever situated
                including, without limitation, FreeCom Equipment, FreeCom Inventory,
                FreeCom Material Contracts, FreeCom Accounts Receivable, FreeCom
                Cash,
                FreeCom Intangible Assets and FreeCom Goodwill, and all credit cards,
                charge cards and banking cards issued to
                FreeCom;

            


    

    


    
      	
              (y)  

            	
              “FreeCom
                Bank Accounts” means all of the bank accounts, lock boxes and
                safety deposit boxes of FreeCom or relating to the FreeCom
                Business;

            


    

    


    
      	
              (z)  

            	
              “FreeCom
                Business” means all aspects of the business conducted by
                FreeCom;

            


    

    


    
      	
              (aa)  

            	
              “FreeCom
                Cash” means all cash on hand or on deposit to the credit of
                FreeCom on the Closing Date;

            


    

    


    
      	
              (bb)  

            	
              “FreeCom
                Debt to Related Parties” means the debts owed by FreeCom and its
                subsidiaries to the FreeCom Interestholders or to any family member
                thereof, or to any affiliate, director or officer of FreeCom or the
                FreeCom Interestholders as set forth in the FreeCom Financial
                Statements;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (cc)  

            	
              “FreeCom
                Equipment” means all machinery, equipment, furniture, and
                furnishings used in the FreeCom Business, including, without limitation,
                as set forth in the FreeCom Financial
                Statements;

            


    

    


    
      	
              (dd)  

            	
              “FreeCom
                Financial Statements” means collectively, the audited financial
                statements of FreeCom for the period ended June 30, 2007, a true
                copy of
                which is attached as Schedule “B”
                hereto;

            


    

    


    
      	
              (ee)  

            	
              “FreeCom
                Goodwill” means the goodwill of the FreeCom Business together
                with the exclusive right of Commoncache to represent itself as carrying
                on
                the FreeCom Business in succession of FreeCom subject to the terms
                hereof,
                and the right to use any words indicating that the FreeCom Business
                is so
                carried on including the right to use the name "FreeCom” or “FreeCom
                International" or any variation thereof as part of the name of or
                in
                connection with the FreeCom Business or any part thereof carried
                on or to
                be carried on by FreeCom, the right to all corporate, operating and
                trade
                names associated with the FreeCom Business, or any variations of
                such
                names as part of or in connection with the FreeCom Business, all
                telephone
                listings and telephone advertising contracts, all lists of customers,
                books and records and other information relating to the FreeCom Business,
                all necessary licenses and authorizations and any other rights used
                in
                connection with the FreeCom
                Business;

            


    

    


    
      	
              (ff)  

            	
              “FreeCom
                Intangible Assets” means all of the intangible assets of FreeCom,
                including, without limitation, FreeCom Goodwill, all trademarks,
                logos,
                copyrights, designs, and other intellectual and industrial property
                of
                FreeCom and its subsidiaries;

            


    

    


    
      	
              (gg)  

            	
              “FreeCom
                Inventory” means all inventory and supplies of the FreeCom
                Business;

            


    

    


    
      	
              (hh)  

            	
              “FreeCom
                Material Contracts” means the burden and benefit of and the
                right, title and interest of FreeCom in, to and under all trade and
                non-trade contracts, engagements or commitments, whether written
                or oral,
                to which FreeCom is entitled in connection with the FreeCom Business
                whereunder FreeCom is obligated to pay or entitled to receive the
                sum of
                $10,000 or more including, without limitation, any pension plans,
                profit
                sharing plans, bonus plans, loan agreements, security agreements,
                indemnities and guarantees, any agreements with employees, lessees,
                licensees, managers, accountants, suppliers, agents, distributors,
                officers, directors, attorneys or others which cannot be terminated
                without liability on not more than one month's
                notice;

            


    

    


    
      	
              (ii)  

            	
              “FreeCom
                Related Party Debts” means the debts owed by the FreeCom
                Interestholders or by any family member thereof, or by any affiliate,
                director or officer of FreeCom or the FreeCom Interestholders, to
                FreeCom
                as described in the FreeCom Financial
                Statements;

            


    

    


    
      	
              (jj)  

            	
              “FreeCom
                Membership Interests” means all of the issued and outstanding
                membership interests of FreeCom;

            


    

    


    


    Any
      other
      terms defined within the text of this Agreement will have the meanings so
      ascribed to them.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Captions
      and Section Numbers

    


    
      	
              1.2

            	
              The
                headings and section references in this Agreement are for convenience
                of
                reference only and do not form a part of this Agreement and are not
                intended to interpret, define or limit the scope, extent or intent
                of this
                Agreement or any provision thereof.

            


    

    


    Section
      References and Schedules

    


    
      	
              1.3

            	
              Any
                reference to a particular “Article”, “section”, “paragraph”, “clause” or
                other subdivision is to the particular Article, section, clause or
                other
                subdivision of this Agreement and any reference to a Schedule by
                letter
                will mean the appropriate Schedule attached to this Agreement and
                by such
                reference the appropriate Schedule is incorporated into and made
                part of
                this Agreement.  The Schedules to this Agreement are as
                follows:

            


    

    


    Information
      concerning Commoncache

    


    Schedule
      “A”              Commoncache
      Financial Statements

    


    Information
      concerning FreeCom

    


    Schedule
      “B”               FreeCom
      Financial Statements

    


    Severability
      of Clauses

    


    
      	
              1.4

            	
              If
                any part of this Agreement is declared or held to be invalid for
                any
                reason, such invalidity will not affect the validity of the remainder
                which will continue in full force and effect and be construed as
                if this
                Agreement had been executed without the invalid portion, and it is
                hereby
                declared the intention of the parties that this Agreement would have
                been
                executed without reference to any portion which may, for any reason,
                be
                hereafter declared or held to be
                invalid.

            


    

    


    ARTICLE
      2

    THE
      ACQUISITION

    


    Sale
      of Membership Interests

    


    
      	
              2.1

            	
              The
                FreeCom Interestholders hereby agree to sell to Commoncache the FreeCom
                Membership Interests in exchange for the Acquisition Shares on the
                Closing
                Date and to transfer to Commoncache on the Closing Date a 100% undivided
                interest in and to the FreeCom Membership Interests free from all
                liens,
                mortgages, charges, pledges, encumbrances or other burdens with all
                rights
                now or thereafter attached thereto.

            


    

    


    Allocation
      of Consideration

    


    
      	
              2.2

            	
              The
                Acquisition Shares shall be allocated to the FreeCom Interestholders
                on
                the basis of 370,000 Acquisition Shares for each one percent FreeCom
                membership interest held by a FreeCom Interestholder as set forth
                in
                Schedule 2.2 attached
                hereto.

            


    

    


    


    Adherence
      with Applicable Securities Laws

    


    
      	
              2.2

            	
              The
                FreeCom Interestholders agree that they are acquiring the Acquisition
                Shares for investment purposes and will not offer, sell or otherwise
                transfer, pledge or hypothecate any of the Acquisition Shares issued
                to
                them (other than pursuant to an effective Registration Statement
                under the
                Securities Act of 1933, as amended) directly or indirectly
                unless:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)  

            	
              the
                sale is to Commoncache;

            


    

    


    
      	
              (b)  

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities Act of 1933, as amended, provided by Rule 144
                thereunder; or

            


    

    


    
      	
              (c)  

            	
              the
                Acquisition Shares are sold in a transaction that does not require
                registration under the Securities Act of 1933, as amended, or any
                applicable United States state laws and regulations governing the
                offer
                and sale of securities, and the vendor has furnished to Commoncache
                an
                opinion of counsel to that effect or such other written opinion as
                may be
                reasonably required by Commoncache.

            


    

    


    The
      FreeCom Interestholders acknowledge
      that the certificates representing the Acquisition Shares shall bear the
      following legend:

    


    NO
      SALE,
      OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
      BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
      1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
      SAID SHARES.

    


    


    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES

    OF
      COMMONCACHE

    


    Representations
      and Warranties

    


    
      	
              3.1

            	
              Commoncache
                hereby represents and warrants in all material respects to FreeCom
                and the
                FreeCom Interestholders, with the intent that FreeCom and the FreeCom
                Interestholders will rely thereon in entering into this Agreement
                and in
                approving and completing the transactions contemplated hereby,
                that:

            


    

    


    Commoncache
      - Corporate Status and Capacity

    


    
      	
              (a)  

            	
              Incorporation.
                Commoncache is a corporation duly incorporated and validly subsisting
                under the laws of the State of Nevada and in good standing with the
                office
                of the Secretary of State for the State of
                Nevada;

            


    

    


    
      	
              (b)  

            	
              Carrying
                on Business. Commoncache conducts the business described in its
                filings with the Securities and Exchange Commission and does not
                conduct
                any other business. Commoncache is duly authorized to carry on such
                business in the State of Massachusetts.  The nature of the
                Commoncache Business does not require Commoncache to register or
                otherwise
                be qualified to carry on business in any other
                jurisdictions;

            


    

    


    
      	
              (c)  

            	
              Corporate
                Capacity. Commoncache has the corporate power, capacity and authority
                to own the Commoncache Assets and to enter into and complete this
                Agreement;

            


    

    


    
      	
              (d)  

            	
              Reporting
                Status; Listing. Commoncache is required to file current reports with
                the Securities and Exchange Commission pursuant to section 13 of
                the
                Securities Exchange Act of 1934.  At present, Commoncache is
                listed on the Over-the-Counter Bulletin Board under the symbol
                “CCAH”;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Commoncache
      - Capitalization

    


    
      	
              (e)  

            	
              Authorized
                Capital. The authorized capital of Commoncache consists of 100,000,000
                Commoncache Common Shares, $0.001 par value and 10,000,000 shares
                of
                preferred stock, of which 25,682,700 Commoncache Common Shares, are
                presently issued and outstanding;

            


    

    


    
      	
              (f)  

            	
              No
                Option, Warrant or Other Right. No person, firm or corporation has any
                agreement, option, warrant, preemptive right or any other right capable
                of
                becoming an agreement, option, warrant or right for the acquisition
                of
                Commoncache Common Shares or for the purchase, subscription or issuance
                of
                any of the unissued shares in the capital of
                Commoncache;

            


    

    


    Commoncache
      - Records and Financial Statements

    


    
      	
              (g)  

            	
              Charter
                Documents. The charter documents of Commoncache and its subsidiaries
                have not been altered since the incorporation of each, respectively,
                except as filed in the record books of
                Commoncache;

            


    

    


    
      	
              (h)  

            	
              Corporate
                Minute Books. The corporate minute books of Commoncache and its
                subsidiaries are complete and each of the minutes contained therein
                accurately reflect the actions that were taken at a duly called and
                held
                meeting or by consent without a meeting. All actions by Commoncache
                which
                required director or shareholder approval are reflected on the corporate
                minute books of Commoncache and its subsidiaries. Commoncache is
                not in
                violation or breach of, or in default with respect to, any term of
                its
                Certificates of Incorporation (or other charter documents) or
                by-laws.

            


    

    


    
      	
              (i)  

            	
              Commoncache
                Financial Statements. The Commoncache Financial Statements present
                fairly, in all material respects, the assets and liabilities (whether
                accrued, absolute, contingent or otherwise) of Commoncache, and the
                sales
                and earnings of the Commoncache Business during the periods covered
                thereby, in all material respects and have been prepared in substantial
                accordance with generally accepted accounting principles consistently
                applied;

            


    

    


    
      	
              (j)  

            	
              Commoncache
                Accounts Payable and Liabilities. There are no material liabilities,
                contingent or otherwise, of Commoncache which are not reflected in
                the
                Commoncache Financial Statements except those incurred in the ordinary
                course of business since the date of the said schedule and the Commoncache
                Financial Statements, and Commoncache has not guaranteed or agreed
                to
                guarantee any debt, liability or other obligation of any person,
                firm or
                corporation.

            


    

    


    
      	
              (k)  

            	
              Commoncache
                Accounts Receivable. All the Commoncache Accounts Receivable result
                from bona fide business transactions and services actually rendered
                without, to the knowledge and belief of Commoncache, any claim by
                the
                obligor for set-off or counterclaim. Without limiting the generality
                of
                the foregoing, all accounts receivable of Commoncache as of June
                30, 2007,
                are described in Schedule “A”
                hereto;

            


    

    


    
      	
              (l)  

            	
              No
                Debt to Related Parties. Commoncache will not, and on the Closing will
                not be, indebted to any affiliate, director, officer or any other
                party
                (including unrelated parties) of Commoncache except accounts payable
                on
                account of bona fide business transactions of Commoncache incurred
                in
                normal course of the Commoncache Business, including employment
                agreements, none of which are more than 30 days in
                arrears;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (m)  

            	
              No
                Related Party Debt to Commoncache. No director or officer or affiliate
                of Commoncache is now indebted to or under any financial obligation
                to
                Commoncache or any subsidiary on any account whatsoever, except for
                advances on account of travel and other expenses not exceeding $1,000
                in
                total;

            


    

    


    
      	
              (n)  

            	
              No
                Dividends. No dividends or other distributions on any shares in the
                capital of Commoncache have been made, declared or authorized since
                the
                date of Commoncache Financial
                Statements;

            


    

    


    
      	
              (o)  

            	
              No
                Payments. No payments of any kind have been made or authorized since
                the date of the Commoncache Financial Statements to or on behalf
                of
                officers, directors, shareholders or employees of Commoncache or
                its
                subsidiaries or under any management agreements with Commoncache
                or its
                subsidiaries, except payments made in the ordinary course of business
                and
                at the regular rates of salary or other remuneration payable to
                them;

            


    

    


    
      	
              (p)  

            	
              No
                Pension Plans. There are no pension, profit sharing, group insurance
                or similar plans or other deferred compensation plans affecting
                Commoncache;

            


    

    


    
      	
              (q)  

            	
              No
                Adverse Events. Since the date of the Commoncache Financial
                Statements:

            


    

    


    
      	
              (i)  

            	
              there
                has not been any material adverse change in the consolidated financial
                position or condition of Commoncache, its liabilities or the Commoncache
                Assets or any damage, loss or other change in circumstances materially
                affecting Commoncache, the Commoncache Business or the Commoncache
                Assets
                or Commoncache’ right to carry on the Commoncache Business, other than
                changes in the ordinary course of
                business,

            


    

    


    
      	
              (ii)  

            	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) materially and adversely affecting Commoncache,
                the
                Commoncache Business or the Commoncache
                Assets,

            


    

    


    
      	
              (iii)  

            	
              there
                has not been any material increase in the compensation payable or
                to
                become payable by Commoncache to any of Commoncache’ officers, employees
                or agents or any bonus, payment or arrangement made to or with any
                of
                them,

            


    

    


    
      	
              (iv)  

            	
              the
                Commoncache Business has been and continues to be carried on in the
                ordinary course,

            


    

    


    
      	
              (v)  

            	
              Commoncache
                has not waived or surrendered any right of material
                value,

            


    

    


    
      	
              (vi)  

            	
              Commoncache
                has not discharged or satisfied or paid any lien or encumbrance or
                obligation or liability other than current liabilities in the ordinary
                course of business, and

            


    

    


    
      	
              (vii)  

            	
              no
                capital expenditures in excess of $10,000 individually or $30,000
                in total
                have been authorized or made.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Commoncache
      - Income Tax Matters

    


    
      	
              (r)  

            	
              Tax
                Returns. All tax returns and reports of Commoncache required by law
                to
                be filed have been filed and are true, complete and correct, and
                any taxes
                payable in accordance with any return filed by Commoncache and its
                subsidiaries or in accordance with any notice of assessment or
                reassessment issued by any taxing authority have been so
                paid;

            


    

    


    
      	
              (s)  

            	
              Current
                Taxes. Adequate provisions have been made for taxes payable for the
                current period for which tax returns are not yet required to be filed
                and
                there are no agreements, waivers, or other arrangements providing
                for an
                extension of time with respect to the filing of any tax return by,
                or
                payment of, any tax, governmental charge or deficiency by Commoncache
                or
                its subsidiaries.  Commoncache is not aware of any contingent
                tax liabilities or any grounds which would prompt a reassessment
                including
                aggressive treatment of income and expenses in filing earlier tax
                returns;

            


    

    


    Commoncache
      - Applicable Laws and Legal Matters

    


    
      	
              (t)  

            	
              Licenses.
                Commoncache and its subsidiaries hold all licenses and permits as
                may be
                requisite for carrying on the Commoncache Business in the manner
                in which
                it has heretofore been carried on, which licenses and permits have
                been
                maintained and continue to be in good standing except where the failure
                to
                obtain or maintain such licenses or permits would not have a material
                adverse effect on the Commoncache
                Business;

            


    

    


    
      	
              (u)  

            	
              Applicable
                Laws. Neither Commoncache nor its subsidiaries have been charged
                with
                or received notice of breach of any laws, ordinances, statutes,
                regulations, by-laws, orders or decrees to which they are subject
                or which
                apply to them the violation of which would have a material adverse
                effect
                on the Commoncache Business, and neither Commoncache nor its subsidiaries
                are in breach of any laws, ordinances, statutes, regulations, bylaws,
                orders or decrees the contravention of which would result in a material
                adverse impact on the Commoncache
                Business;

            


    

    


    
      	
              (v)  

            	
              Pending
                or Threatened Litigation. There is no material litigation or
                administrative or governmental proceeding pending or threatened against
                or
                relating to Commoncache, the Commoncache Business, or any of the
                Commoncache Assets nor does Commoncache have any knowledge of any
                deliberate act or omission of Commoncache or its subsidiaries that
                would
                form any material basis for any such action or
                proceeding;

            


    

    


    
      	
              (w)  

            	
              No
                Bankruptcy. Commoncache has not made any voluntary assignment or
                proposal under applicable laws relating to insolvency and bankruptcy
                and
                no bankruptcy petition has been filed or presented against Commoncache
                and
                no order has been made or a resolution passed for the winding-up,
                dissolution or liquidation of
                Commoncache;

            


    

    


    
      	
              (x)  

            	
              Labor
                Matters. Commoncache is not a party to any collective agreement
                relating to the Commoncache Business with any labor union or other
                association of employees and no part of the Commoncache Business
                has been
                certified as a unit appropriate for collective bargaining or, to
                the
                knowledge of Commoncache, has made any attempt in that
                regard;

            


    

    


    
      	
              (y)  

            	
              Finder's
                Fees. Commoncache is not a party to any agreement which provides
                for
                the payment of finder's fees, brokerage fees, commissions or other
                fees or
                amounts which are or may become payable to any third party in connection
                with the execution and delivery of this Agreement and the transactions
                contemplated herein;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Execution
      and Performance of Agreement

    


    
      	
              (z)  

            	
              Authorization
                and Enforceability. The execution and delivery of this Agreement, and
                the completion of the transactions contemplated hereby, have been
                duly and
                validly authorized by all necessary corporate action on the part
                of
                Commoncache;

            


    

    


    
      	
              (aa)  

            	
              No
                Violation or Breach. The execution and performance of this Agreement
                will not:

            


    

    


    
      	
              (i)  

            	
              violate
                the charter documents of Commoncache or result in any breach of,
                or
                default under, any loan agreement, mortgage, deed of trust, or any
                other
                agreement to which Commoncache is a
                party,

            


    

    


    
      	
              (ii)  

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, the Commoncache Material Contracts, or any right
                or
                rights enjoyed by Commoncache,

            


    

    


    
      	
              (iii)  

            	
              result
                in any alteration of Commoncache’ obligations under any agreement to which
                Commoncache is a party including, without limitation, the Commoncache
                Material Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                Commoncache Assets,

            


    

    


    
      	
              (v)  

            	
              result
                in the imposition of any tax liability to Commoncache relating to
                the
                Commoncache Assets, or

            


    

    


    
      	
              (vi)  

            	
              violate
                any court order or decree to which either Commoncache is
                subject;

            


    

    


    The
      Commoncache Assets - Ownership and Condition

    


    
      	
              (bb)  

            	
              Business
                Assets. The Commoncache Assets comprise all of the property and assets
                of the Commoncache Business, and no other person, firm or corporation
                owns
                any assets used by Commoncache in operating the Commoncache Business,
                whether under a lease, rental agreement or other
                arrangement;

            


    

    


    
      	
              (cc)  

            	
              Title.
                Commoncache is the legal and beneficial owner of the Commoncache
                Assets,
                free and clear of all mortgages, liens, charges, pledges, security
                interests, encumbrances or other claims
                whatsoever;

            


    

    


    
      	
              (dd)  

            	
              No
                Option. No person, firm or corporation has any agreement or option
                or
                a right capable of becoming an agreement for the purchase of any
                of the
                Commoncache Assets;

            


    

    


    
      	
              (ee)  

            	
              Commoncache
                Insurance Policies. Commoncache does not maintain any public liability
                insurance or insurance against loss or damage to the Commoncache
                Assets
                and the Commoncache Business;

            


    

    


    
      	
              (ff)  

            	
              No
                Default. There has not been any default in any material obligation of
                Commoncache or any other party to be performed under any of the
                Commoncache Material Contracts, each of which is in good standing
                and in
                full force and effect and unamended, and Commoncache is not aware
                of any
                default in the obligations of any other party to any of the Commoncache
                Material Contracts;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (gg)  

            	
              No
                Compensation on Termination. There are no agreements, commitments or
                understandings relating to severance pay or separation allowances
                on
                termination of employment of any employee of Commoncache. Commoncache
                is
                not obliged to pay benefits or share profits with any employee after
                termination of employment except as required by
                law;

            


    

    


    Commoncache
      Assets - Commoncache Equipment

    


    
      	
              (hh)  

            	
              Commoncache
                Equipment. The Commoncache Equipment has been maintained in a manner
                consistent with that of a reasonably prudent owner and such equipment
                is
                in good working condition;

            


    

    


    Commoncache
      Assets - Commoncache Goodwill and Other Assets

    


    
      	
              (ii)  

            	
              Commoncache
                Goodwill. Commoncache does not carry on the Commoncache Business under
                any other business or trade names. Commoncache does not have any
                knowledge
                of any infringement by Commoncache of any patent, trademarks, copyright
                or
                trade secret;

            


    

    


    The
      Commoncache Business

    


    
      	
              (jj)  

            	
              Maintenance
                of Business. Since the date of the Commoncache Financial Statements,
                Commoncache has not entered into any material agreement or commitment
                except in the ordinary course and except as disclosed
                herein;

            


    

    


    
      	
              (kk)  

            	
              Subsidiaries.
                Commoncache does not own any subsidiaries and does not otherwise
                own,
                directly or indirectly, any shares or interest in any other corporation,
                partnership, joint venture or firm;
                and

            


    

    


    Commoncache
      - Acquisition Shares

    


    
      	
              (ll)  

            	
              Acquisition
                Shares. The Acquisition Shares when delivered to the FreeCom
                Interestholders pursuant to the Acquisition shall be validly issued
                and
                outstanding as fully paid and non-assessable shares and the Acquisition
                Shares shall be transferable upon the books of Commoncache, in all
                cases
                subject to the provisions and restrictions of all applicable securities
                laws.

            


    

    


    Non-Merger
      and Survival

    


    
      	
              3.2

            	
              The
                representations and warranties of Commoncache contained herein will
                be
                true at and as of Closing in all material respects as though such
                representations and warranties were made as of such
                time.  Notwithstanding the completion of the transactions
                contemplated hereby, the waiver of any condition contained herein
                (unless
                such waiver expressly releases a party from any such representation
                or
                warranty) or any investigation made by FreeCom or the FreeCom
                Interestholders, the representations and warranties of Commoncache
                shall
                survive the Closing.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Indemnity

    


    
      	
              3.3

            	
              Commoncache
                agrees to indemnify and save harmless FreeCom and the FreeCom
                Interestholders from and against any and all claims, demands, actions,
                suits, proceedings, assessments, judgments, damages, costs, losses
                and
                expenses, including any payment made in good faith in settlement
                of any
                claim (subject to the right of Commoncache to defend any such claim),
                resulting from the failure to disclose the existence of any material
                liability or the breach by it of any representation or warranty made
                under
                this Agreement or from any misrepresentation in or omission from
                any
                certificate or other instrument furnished or to be furnished by
                Commoncache to FreeCom or the FreeCom Interestholders
                hereunder.

            


    

    


    


    ARTICLE
      4

    COVENANTS
      OF COMMONCACHE

    


    Covenants

    


    
      	
              4.1

            	
              Commoncache
                covenants and agrees with FreeCom and the FreeCom Interestholders
                that it
                will:

            


    

    


    
      	
              (a)  

            	
              Conduct
                of Business. Until the Closing, conduct the Commoncache Business
                diligently and in the ordinary course consistent with the manner
                in which
                the Commoncache Business generally has been operated up to the date
                of
                execution of this Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation
                of Business.  Until the Closing, use its best efforts to
                preserve the Commoncache Business and the Commoncache Assets and,
                without
                limitation, preserve for FreeCom Commoncache’s and its subsidiaries’
                relationships with any third party having business relations with
                them;

            


    

    


    
      	
              (c)  

            	
              Access.
                Until the Closing, give FreeCom, the FreeCom Interestholders, and
                their
                representatives full access to all of the properties, books, contracts,
                commitments and records of Commoncache, and furnish to FreeCom, the
                FreeCom Interestholders and their representatives all such information
                as
                they may reasonably request; and

            


    

    


    
      	
              (d)  

            	
              Procure
                Consents. Until the Closing, take all reasonable steps required to
                obtain, prior to Closing, any and all third party consents required
                to
                permit the Acquisition and to preserve and maintain the Commoncache
                Assets
                notwithstanding the change in control of FreeCom arising from the
                Acquisition.

            


    

    


    Authorization

    


    
      	
              4.2

            	
              Commoncache
                hereby agrees to authorize and direct any and all federal, state,
                municipal, foreign and international governments and regulatory
                authorities having jurisdiction respecting Commoncache and its
                subsidiaries to release any and all information in their possession
                respecting Commoncache and its subsidiaries to the FreeCom
                Interestholders. Commoncache shall promptly execute and deliver to
                the
                FreeCom Interestholders any and all consents to the release of information
                and specific authorizations which the FreeCom Interestholders reasonably
                requires to gain access to any and all such
                information.

            


    

    


    


    Survival

    


    
      	
              4.3

            	
              The
                covenants set forth in this Article shall survive the Closing for
                the
                benefit of FreeCom and the FreeCom
                Interestholders.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES OF

    THE
      FREECOM INTERESTHOLDERS

    


    Representations
      and Warranties

    


    
      	
              5.1

            	
              The
                FreeCom Interestholders hereby jointly and severally represent and
                warrant
                in all material respects to Commoncache, with the intent that it
                will rely
                thereon in entering into this Agreement and in approving and completing
                the transactions contemplated hereby,
                that:

            


    

    


    FreeCom
      - Company Status and Capacity

    


    
      	
              (a)  

            	
              Formation.
                FreeCom is a limited liability corporation duly incorporated and
                validly
                subsisting under the laws of the State of Florida and in good standing
                with the office of the Secretary of State for the State of
                Florida;

            


    

    


    
      	
              (b)  

            	
              Carrying
                on Business. FreeCom carries on the FreeCom Business primarily in the
                State of Florida and carries on material business activity in other
                jurisdiction. The nature of the FreeCom Business does not require
                FreeCom
                to register or otherwise be qualified to carry on business in any
                jurisdiction;

            


    

    


    
      	
              (c)  

            	
              Legal
                Capacity. FreeCom has the legal power, capacity and authority to own
                FreeCom Assets, to carry on the Business of FreeCom and to enter
                into and
                complete this Agreement;

            


    

    


    FreeCom
      - Capitalization

    


    
      	
              (d)  

            	
              Ownership
                of FreeCom Membership Interests. The issued and outstanding membership
                interests of FreeCom (being the FreeCom Membership Interests), which
                membership interests on Closing shall be validly issued and outstanding
                as
                fully paid and non-assessable membership interests. The FreeCom
                Interestholders will be at Closing the registered and beneficial
                owners of
                the FreeCom Membership Interests. The FreeCom Membership Interests
                owned
                by the FreeCom Interestholders will on Closing be free and clear
                of any
                and all liens, charges, pledges, encumbrances, restrictions on transfer
                and adverse claims whatsoever;

            


    

    


    
      	
              (e)  

            	
              Options,
                Warrants or Other Rights. No person, firm or corporation has any
                agreement, option, warrant, preemptive right or any other right capable
                of
                becoming an agreement, option, warrant or right for the acquisition
                of
                FreeCom Membership Interests held by the FreeCom Interestholders
                or for
                the purchase, subscription or issuance of any of the unissued membership
                interests in the capital of
                FreeCom;

            


    

    


    
      	
              (f)  

            	
              No
                Restrictions. There are no restrictions on the transfer, sale or other
                disposition of FreeCom Membership Interests contained in the charter
                documents of FreeCom or under any
                agreement;

            


    

    


    FreeCom
      - Records and Financial Statements

    


    
      	
              (g)  

            	
              Charter
                Documents. The charter documents of FreeCom have not been altered
                since its formation date, except as filed in the record books of
                FreeCom;

            


    

    


    
      	
              (h)  

            	
              Minute
                Books. The minute books of FreeCom are complete and each of the
                minutes contained therein accurately reflect the actions that were
                taken
                at a duly called and held meeting or by consent without a meeting.
                All
                actions by FreeCom which required director or shareholder approval
                are
                reflected on the corporate minute books of FreeCom. FreeCom is not
                in
                violation or breach of, or in default with respect to, any term of
                its
                Certificate of Incorporation (or other charter documents) or
                by-laws.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (i)  

            	
              FreeCom
                Financial Statements. The FreeCom Financial Statements present fairly,
                in all material respects, the assets and liabilities (whether accrued,
                absolute, contingent or otherwise) of FreeCom as of the date thereof,
                and
                the sales and earnings of the FreeCom Business during the periods
                covered
                thereby, in all material respects, and have been prepared in substantial
                accordance with generally accepted accounting principles consistently
                applied;

            


    

    


    
      	
              (j)  

            	
              FreeCom
                Accounts Payable and Liabilities. There are no material liabilities,
                contingent or otherwise, of FreeCom which are not reflected in the
                FreeCom
                Financial Statements except those incurred in the ordinary course
                of
                business since the date of the said schedule and the FreeCom Financial
                Statements, and FreeCom has not guaranteed or agreed to guarantee
                any
                debt, liability or other obligation of any person, firm or corporation.
                Without limiting the generality of the foregoing, all accounts payable
                and
                liabilities of FreeCom as of June 30, 2007 are described in the FreeCom
                Financial Statements;

            


    

    


    
      	
              (k)  

            	
              FreeCom
                Accounts Receivable. All the FreeCom Accounts Receivable result from
                bona fide business transactions and services actually rendered without,
                to
                the knowledge and belief of the FreeCom Interestholders, any claim
                by the
                obligor for set-off or counterclaim.  Without limiting the
                generality of the foregoing, all accounts receivable of FreeCom as
                of June
                30, 2007, are described in Schedule “B”
                hereto;

            


    

    


    
      	
              (l)  

            	
              No
                Debt to Related Parties. FreeCom is not and on Closing will not be,
                indebted to the FreeCom Interestholders nor to any family member
                thereof,
                nor to any affiliate, director or officer of FreeCom or the FreeCom
                Interestholders except accounts payable on account of bona fide business
                transactions of FreeCom incurred in normal course of FreeCom Business,
                including employment agreements with the FreeCom Interestholders,
                none of
                which are more than 30 days in
                arrears;

            


    

    


    
      	
              (m)  

            	
              No
                Related Party Debt to FreeCom. No FreeCom Shareholder nor any
                director, officer or affiliate of FreeCom is now indebted to or under
                any
                financial obligation to FreeCom on any account whatsoever, except
                for
                advances on account of travel and other expenses not exceeding $5,000
                in
                total;

            


    

    


    
      	
              (n)  

            	
              No
                Dividends. No dividends or other distributions on any membership
                interests in the capital of FreeCom have been made, declared or authorized
                since the date of the FreeCom Financial
                Statements;

            


    

    


    
      	
              (o)  

            	
              No
                Payments. No payments of any kind have been made or authorized since
                the date of the FreeCom Financial Statements to or on behalf of the
                FreeCom Interestholders or to or on behalf of officers, directors,
                shareholders or employees of FreeCom or under any management agreements
                with FreeCom, except payments made in the ordinary course of business
                and
                at the regular rates of salary or other remuneration payable to
                them;

            


    

    


    
      	
              (p)  

            	
              No
                Pension Plans. There are no pension, profit sharing, group insurance
                or similar plans or other deferred compensation plans affecting FreeCom,
                except as set forth in the FreeCom Financial
                Statements;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (q)  

            	
              No
                Adverse Events. Since June 30,
                2007:

            


    

    


    
      	
              (i)  

            	
              there
                has not been any material adverse change in the consolidated financial
                position or condition of FreeCom, its liabilities or the FreeCom
                Assets or
                any damage, loss or other change in circumstances materially affecting
                FreeCom, the FreeCom Business or the FreeCom Assets or FreeCom’s right to
                carry on the FreeCom Business, other than changes in the ordinary
                course
                of business,

            


    

    


    
      	
              (ii)  

            	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) materially and adversely affecting FreeCom,
                the
                FreeCom Business or the FreeCom
                Assets,

            


    

    


    
      	
              (iii)  

            	
              there
                has not been any material increase in the compensation payable or
                to
                become payable by FreeCom to the FreeCom Interestholders or to any
                of
                FreeCom's officers, employees or agents or any bonus, payment or
                arrangement made to or with any of
                them,

            


    

    


    
      	
              (iv)  

            	
              the
                FreeCom Business has been and continues to be carried on in the ordinary
                course,

            


    

    


    
      	
              (v)  

            	
              FreeCom
                has not waived or surrendered any right of material
                value,

            


    

    


    
      	
              (vi)  

            	
              FreeCom
                has not discharged or satisfied or paid any lien or encumbrance or
                obligation or liability other than current liabilities in the ordinary
                course of business, and

            


    

    


    
      	
              (vii)  

            	
              no
                capital expenditures in excess of $10,000 individually or $30,000
                in total
                have been authorized or made;

            


    

    


    FreeCom
      - Income Tax Matters

    


    
      	
              (r)  

            	
              Tax
                Returns. All tax returns and reports of FreeCom required by law to be
                filed have been filed and are true, complete and correct, and any
                taxes
                payable in accordance with any return filed by FreeCom or in accordance
                with any notice of assessment or reassessment issued by any taxing
                authority have been so paid;

            


    

    


    
      	
              (s)  

            	
              Current
                Taxes. Adequate provisions have been made for taxes payable for the
                current period for which tax returns are not yet required to be filed
                and
                there are no agreements, waivers, or other arrangements providing
                for an
                extension of time with respect to the filing of any tax return by,
                or
                payment of, any tax, governmental charge or deficiency by FreeCom.
                FreeCom
                is not aware of any contingent tax liabilities or any grounds which
                would
                prompt a reassessment including aggressive treatment of income and
                expenses in filing earlier tax
                returns;

            


    

    


    
      	
               

            	
              FreeCom
                - Applicable Laws and Legal
                Matters

            


    

    


    
      	
              (t)  

            	
              Licenses.
                FreeCom holds all licenses and permits as may be requisite for carrying
                on
                the FreeCom Business in the manner in which it has heretofore been
                carried
                on, which licenses and permits have been maintained and continue
                to be in
                good standing except where the failure to obtain or maintain such
                licenses
                or permits would not have a material adverse effect on the FreeCom
                Business;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (u)  

            	
              Applicable
                Laws. FreeCom has not been charged with or received notice of breach
                of any laws, ordinances, statutes, regulations, by-laws, orders or
                decrees
                to which they are subject or which applies to them the violation
                of which
                would have a material adverse effect on the FreeCom Business, and,
                to the
                knowledge of the FreeCom Interestholders, FreeCom is not in breach
                of any
                laws, ordinances, statutes, regulations, by-laws, orders or decrees
                the
                contravention of which would result in a material adverse impact
                on the
                FreeCom Business;

            


    

    


    
      	
              (v)  

            	
              Pending
                or Threatened Litigation. There is no material litigation or
                administrative or governmental proceeding pending or threatened against
                or
                relating to FreeCom, the FreeCom Business, or any of the FreeCom
                Assets,
                nor do the FreeCom Interestholders have any knowledge of any deliberate
                act or omission of FreeCom that would form any material basis for
                any such
                action or proceeding;

            


    

    


    
      	
              (w)  

            	
              No
                Bankruptcy. FreeCom has not made any voluntary assignment or proposal
                under applicable laws relating to insolvency and bankruptcy and no
                bankruptcy petition has been filed or presented against FreeCom and
                no
                order has been made or a resolution passed for the winding-up, dissolution
                or liquidation of FreeCom;

            


    

    


    
      	
              (x)  

            	
              Labor
                Matters. FreeCom is not party to any collective agreement relating to
                the FreeCom Business with any labor union or other association of
                employees and no part of the FreeCom Business has been certified
                as a unit
                appropriate for collective bargaining or, to the knowledge of the
                FreeCom
                Interestholders, has made any attempt in that
                regard;

            


    

    


    
      	
              (y)  

            	
              Finder's
                Fees. FreeCom is not a party to any agreement which provides for
                the
                payment of finder's fees, brokerage fees, commissions or other fees
                or
                amounts which are or may become payable to any third party in connection
                with the execution and delivery of this Agreement and the transactions
                contemplated herein;

            


    

    


    Execution
      and Performance of Agreement

    


    
      	
              (z)  

            	
              Authorization
                and Enforceability. The execution and delivery of this Agreement, and
                the completion of the transactions contemplated hereby, have been
                duly and
                validly authorized by all necessary corporate action on the part
                of
                FreeCom;

            


    

    


    
      	
              (aa)  

            	
              No
                Violation or Breach. The execution and performance of this Agreement
                will not

            


    

    


    
      	
              (i)  

            	
              violate
                the charter documents of FreeCom or result in any breach of, or default
                under, any loan agreement, mortgage, deed of trust, or any other
                agreement
                to which FreeCom is a party,

            


    

    


    
      	
              (ii)  

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, FreeCom Material Contracts, or any right or rights
                enjoyed by FreeCom,

            


    

    


    
      	
              (iii)  

            	
              result
                in any alteration of FreeCom's  obligations under any agreement
                to which FreeCom  is a party including, without limitation, the
                FreeCom Material Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                FreeCom Assets,

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (v)  

            	
              result
                in the imposition of any tax liability to FreeCom relating to FreeCom
                Assets or the FreeCom Membership Interests,
                or

            


    

    


    
      	
              (vi)  

            	
              violate
                any court order or decree to which either FreeCom is
                subject;

            


    

    


    FreeCom
      Assets - Ownership and Condition

    


    
      	
              (bb)  

            	
              Business
                Assets. The FreeCom Assets, comprise all of the property and assets
                of
                the FreeCom Business, and neither the FreeCom Interestholders nor
                any
                other person, firm or corporation owns any assets used by FreeCom
                in
                operating the FreeCom Business, whether under a lease, rental agreement
                or
                other arrangement, other than as disclosed in Schedules “N” or “Q”
                hereto;

            


    

    


    
      	
              (cc)  

            	
              Title.
                FreeCom is the legal and beneficial owner of the FreeCom Assets,
                free and
                clear of all mortgages, liens, charges, pledges, security interests,
                encumbrances or other claims whatsoever, save and except as disclosed
                in
                Schedules “N” or “Q” hereto;

            


    

    


    
      	
              (dd)  

            	
              No
                Option. No person, firm or corporation has any agreement or option
                or
                a right capable of becoming an agreement for the purchase of any
                of the
                FreeCom Assets;

            


    

    


    
      	
              (ee)  

            	
              FreeCom
                Insurance Policies. FreeCom maintains the public liability insurance
                and insurance against loss or damage to the FreeCom Assets and the
                FreeCom
                Business as described in Schedule “P”
hereto;

            


    

    


    
      	
              (ff)  

            	
              FreeCom
                Material Contracts. The FreeCom Material Contracts listed in Schedule
                “R” constitute all of the material contracts of
                FreeCom;

            


    

    


    
      	
              (gg)  

            	
              No
                Default. There has not been any default in any material obligation of
                FreeCom or any other party to be performed under any of FreeCom Material
                Contracts, each of which is in good standing and in full force and
                effect
                and unamended (except as disclosed in Schedule “R”), and FreeCom is not
                aware of any default in the obligations of any other party to any
                of the
                FreeCom Material Contracts;

            


    

    


    
      	
              (hh)  

            	
              No
                Compensation on Termination. There are no agreements, commitments or
                understandings relating to severance pay or separation allowances
                on
                termination of employment of any employee of FreeCom.  FreeCom
                is not obliged to pay benefits or share profits with any employee
                after
                termination of employment except as required by
                law;

            


    

    


    FreeCom
      Assets - FreeCom Equipment

    


    
      	
              (ii)  

            	
              FreeCom
                Equipment. The FreeCom Equipment has been maintained in a manner
                consistent with that of a reasonably prudent owner and such equipment
                is
                in good working condition;

            


    

    


    FreeCom
      Assets - FreeCom Goodwill and Other Assets

    


    
      	
              (jj)  

            	
              FreeCom
                Goodwill. FreeCom carries on the FreeCom Business only under the name
                "FreeCom Technologies, Inc." and variations thereof and under no
                other
                business or trade names. The FreeCom Interestholders do not have
                any
                knowledge of any infringement by FreeCom of any patent, trademark,
                copyright or trade secret;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Business of FreeCom

    


    
      	
              (kk)  

            	
              Maintenance
                of Business. Since the date of the FreeCom Financial Statements, the
                FreeCom Business has been carried on in the ordinary course and FreeCom
                has not entered into any material agreement or commitment except
                in the
                ordinary course; and

            


    

    


    
      	
              (ll)  

            	
              Subsidiaries.
                FreeCom does not own any subsidiaries and does not otherwise own,
                directly
                or indirectly, any shares or interest in any other corporation,
                partnership, joint venture or firm and FreeCom does not own any subsidiary
                and does not otherwise own, directly or indirectly, any shares or
                interest
                in any other corporation, partnership, joint venture or
                firm.

            


    

    


    Non-Merger
      and Survival

    


    
      	
              5.2

            	
              The
                representations and warranties of FreeCom contained herein will be
                true at
                and as of Closing in all material respects as though such representations
                and warranties were made as of such time.  Notwithstanding the
                completion of the transactions contemplated hereby, the waiver of
                any
                condition contained herein (unless such waiver expressly releases
                a party
                from any such representation or warranty) or any investigation made
                by
                Commoncache, the representations and warranties of FreeCom shall
                survive
                the Closing.

            


    

    


    


    ARTICLE
      6

    COVENANTS
      OF FREECOM AND

    THE
      FREECOM INTERESTHOLDERS

    


    Covenants

    


    
      	
              6.1

            	
              FreeCom
                and the FreeCom Interestholders covenant and agree with Commoncache
                that
                they will:

            


    

    


    
      	
              (a)  

            	
              Conduct
                of Business. Until the Closing, conduct the FreeCom Business
                diligently and in the ordinary course consistent with the manner
                in which
                the FreeCom Business generally has been operated up to the date of
                execution of this Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation
                of Business.  Until the Closing, use their best efforts to
                preserve the FreeCom Business and the FreeCom Assets and, without
                limitation, preserve for Commoncache FreeCom’s relationships with their
                suppliers, customers and others having business relations with
                them;

            


    

    


    
      	
              (c)  

            	
              Procure
                Consents. Until the Closing, take all reasonable steps required to
                obtain, prior to Closing, any and all third party consents required
                to
                permit the Acquisition and to preserve and maintain the FreeCom Assets,
                including the FreeCom Material Contracts, notwithstanding the change
                in
                control of FreeCom arising from the
                Acquisition;

            


    

    


    Authorization

    


    
      	
              6.2

            	
              FreeCom
                hereby agrees to authorize and direct any and all federal, state,
                municipal, foreign and international governments and regulatory
                authorities having jurisdiction respecting FreeCom to release any
                and all
                information in their possession respecting FreeCom to
                Commoncache.  FreeCom shall promptly execute and deliver to
                Commoncache any and all consents to the release of information and
                specific authorizations which Commoncache reasonably require to gain
                access to any and all such
                information.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Survival

    


    
      	
              6.3

            	
              The
                covenants set forth in this Article shall survive the Closing for
                the
                benefit of Commoncache.

            


    

    


    


    ARTICLE
      7

    CONDITIONS
      PRECEDENT

    


    Conditions
      Precedent in favor of Commoncache

    


    
      	
              7.1

            	
              Commoncache’s
                obligations to carry out the transactions contemplated hereby are
                subject
                to the fulfillment of each of the following conditions precedent
                on or
                before the Closing:

            


    

    


    
      	
              (a)  

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                Commoncache hereunder will have been so executed and
                delivered;

            


    

    


    
      	
              (b)  

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by FreeCom or the FreeCom Interestholders at or
                prior to
                the Closing will have been complied with or
                performed;

            


    

    


    
      	
              (c)  

            	
              title
                to the FreeCom Membership Interests held by the FreeCom Interestholders
                and to the FreeCom Assets will be free and clear of all mortgages,
                liens,
                charges, pledges, security interests, encumbrances or other claims
                whatsoever, save and except as disclosed herein, and the FreeCom
                Membership Interests shall be duly transferred to
                Commoncache;

            


    

    


    
      	
              (d)  

            	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	
            	
              (i)

            	
              any
                material adverse change in the financial position or condition of
                FreeCom,
                its liabilities or the FreeCom Assets or any damage, loss or other
                change
                in circumstances materially and adversely affecting FreeCom, the
                FreeCom
                Business or the FreeCom Assets or FreeCom's right to carry on the
                FreeCom
                Business, other than changes in the ordinary course of business,
                none of
                which has been materially adverse,
                or

            


    

    


    
      	
            	
              (ii)

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to FreeCom or the FreeCom Business (whether or
                not
                covered by insurance) materially and adversely affecting FreeCom,
                the
                FreeCom Business or the FreeCom
                Assets;

            


    

    


    
      	
              (e)  

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any;

            


    

    


    
      	
              (f)  

            	
              the
                transactions contemplated hereby shall have been approved by the
                Board of
                Directors and shareholders of
                FreeCom;

            


    

    


    
      	
              (g)  

            	
              on
                or prior to the Closing Date, FreeCom and/or the FreeCom Interestholders
                shall have acquired all of the membership interests held by FreeCom
                Interestholders that are not participating in this Agreement so that
                Commoncache shall acquire 100% of the presently issued and outstanding
                FreeCom Membership Interests; and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (h)  

            	
              on
                or prior to the Closing Date, FreeCom shall have delivered the FreeCom
                Financial Statements.

            


    

    


    Waiver
      by Commoncache

    


    
      	
              7.2

            	
              The
                conditions precedent set out in the preceding section are inserted
                for the
                exclusive benefit of Commoncache and any such condition may be waived
                in
                whole or in part by Commoncache at or prior to the Closing by delivering
                to FreeCom a written waiver to that effect signed by Commoncache.
                In the
                event that the conditions precedent set out in the preceding section
                are
                not satisfied on or before the Closing, Commoncache shall be released
                from
                all obligations under this
                Agreement.

            


    

    


    Conditions
      Precedent in Favor of FreeCom and the FreeCom
      Interestholders

    


    
      	
              7.3

            	
              The
                obligations of FreeCom and the FreeCom Interestholders to carry out
                the
                transactions contemplated hereby are subject to the fulfillment of
                each of
                the following conditions precedent on or before the
                Closing:

            


    

    


    
      	
            	
              (a)

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                FreeCom hereunder will have been so executed and
                delivered;

            


    

    


    
      	
            	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by Commoncache at or prior to the Closing will
                have been
                complied with or performed;

            


    

    


    
      	
            	
              (c)

            	
              Commoncache
                will have delivered the Acquisition Shares to be issued pursuant
                to the
                terms of the Acquisition to FreeCom at the Closing and the Acquisition
                Shares will be registered on the books of Commoncache in the name
                of the
                holder of FreeCom Membership Interests at the time of
                Closing;

            


    

    


    
      	
            	
              (d)

            	
              title
                to the Acquisition Shares will be free and clear of all mortgages,
                liens,
                charges, pledges, security interests, encumbrances or other claims
                whatsoever;

            


    

    


    
      	
            	
              (e)

            	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	
            	
              (i)

            	
              any
                material adverse change in the financial position or condition of
                Commoncache, its subsidiaries, their liabilities or the Commoncache
                Assets
                or any damage, loss or other change in circumstances materially and
                adversely affecting Commoncache, the Commoncache Business or the
                Commoncache Assets or Commoncache’ right to carry on the Commoncache
                Business, other than changes in the ordinary course of business,
                none of
                which has been materially adverse,
                or

            


    

    


    
      	
            	
              (ii)

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to Commoncache or the Commoncache Business (whether
                or
                not covered by insurance) materially and adversely affecting Commoncache,
                its subsidiaries, the Commoncache Business or the Commoncache
                Assets;

            


    

    


    
      	
            	
              (f)

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any;

            


    

    


    
      	
            	
              (g)

            	
              the
                transactions contemplated hereby shall have been approved by the
                Board of
                Directors of Commoncache;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (i)

            	
              each
                of the directors and officers of Commoncache shall have resigned
                as
                directors and/or officers of
                Commoncache;

            


    

    


    
      	
            	
              (j)

            	
              Florian
                Seroussi shall have been appointed as the Chairman of the Board of
                the
                Board of Directors of Commoncache and Bernard Touret, Frederic Fournel
                and
                Jennifer Callicott shall be appointed as members of the Board of
                Directors.

            


    

    


    


    Waiver
      by FreeCom and the FreeCom Interestholders

    


    
      	
              7.4

            	
              The
                conditions precedent set out in the preceding section are inserted
                for the
                exclusive benefit of FreeCom and the FreeCom Interestholders and
                any such
                condition may be waived in whole or in part by FreeCom or the FreeCom
                Interestholders at or prior to the Closing by delivering to Commoncache
                a
                written waiver to that effect signed by FreeCom and the FreeCom
                Interestholders. In the event that the conditions precedent set out
                in the
                preceding section are not satisfied on or before the Closing, FreeCom
                and
                the FreeCom Interestholders shall be released from all obligations
                under
                this Agreement.

            


    

    


    Nature
      of Conditions Precedent

    


    
      	
              7.5

            	
              The
                conditions precedent set forth in this Article are conditions of
                completion of the transactions contemplated by this Agreement and
                are not
                conditions precedent to the existence of a binding agreement. Each
                party
                acknowledges receipt of the sum of $10.00 and other good and valuable
                consideration as separate and distinct consideration for agreeing
                to the
                conditions of precedent in favor of the other party or parties set
                forth
                in this Article.

            


    

    


    Termination

    


    
      	
              7.6

            	
              Notwithstanding
                any provision herein to the contrary, if the Closing does not occur
                on or
                before September 30, 2007 (the “Termination Date”), this Agreement will be
                at an end and will have no further force or effect, unless otherwise
                agreed upon by the parties in
                writing.

            


    

    


    Confidentiality

    


    
      	
              7.7

            	
              Notwithstanding
                any provision herein to the contrary, the parties hereto agree that
                the
                existence and terms of this Agreement are confidential and that if
                this
                Agreement is terminated pursuant to the preceding section the parties
                agree to return to one another any and all financial, technical and
                business documents delivered to the other party or parties in connection
                with the negotiation and execution of this Agreement and shall keep
                the
                terms of this Agreement and all information and documents received
                from
                FreeCom and Commoncache and the contents thereof confidential and
                not
                utilize nor reveal or release same, provided, however, that Commoncache
                will be required to issue a news release regarding the execution
                and
                consummation of this Agreement and file a Current Report on Form
                8-K with
                the Securities and Exchange Commission respecting the proposed Acquisition
                contemplated hereby together with such other documents as are required
                to
                maintain the currency of Commoncache’s filings with the Securities and
                Exchange Commission.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      8

    RISK

    


    Material
      Change in the Business of FreeCom

    


    
      	
              8.1

            	
              If
                any material loss or damage to the FreeCom Business occurs prior
                to
                Closing and such loss or damage, in Commoncache's reasonable opinion,
                cannot be substantially repaired or replaced within sixty (60) days,
                Commoncache shall, within two (2) days following any such loss or
                damage,
                by notice in writing to FreeCom, at its option,
                either:

            


    

    


    
      	
              (a)  

            	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
                to complete the Acquisition and the other transactions contemplated
                hereby, in which case the proceeds and the rights to receive the
                proceeds
                of all insurance covering such loss or damage will, as a condition
                precedent to Commoncache' obligations to carry out the transactions
                contemplated hereby, be vested in FreeCom or otherwise adequately
                secured
                to the satisfaction of Commoncache on or before the Closing
                Date.

            


    

    


    Material
      Change in the Commoncache Business

    


    
      	
              8.2

            	
              If
                any material loss or damage to the Commoncache Business occurs prior
                to
                Closing and such loss or damage, in FreeCom's reasonable opinion,
                cannot
                be substantially repaired or replaced within sixty (60) days, FreeCom
                shall, within two (2) days following any such loss or damage, by
                notice in
                writing to Commoncache, at its option,
                either:

            


    

    


    
      	
              (a)  

            	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
                to complete the Acquisition and the other transactions contemplated
                hereby, in which case the proceeds and the rights to receive the
                proceeds
                of all insurance covering such loss or damage will, as a condition
                precedent to FreeCom's obligations to carry out the transactions
                contemplated hereby, be vested in Commoncache or otherwise adequately
                secured to the satisfaction of FreeCom on or before the Closing
                Date.

            


    

    


    


    ARTICLE
      9

    CLOSING

    


    Closing

    


    
      	
              9.1

            	
              The
                Acquisition and the other transactions contemplated by this Agreement
                will
                be closed at the Place of Closing on Closing Date in accordance with
                the
                closing procedure set out in this
                Article.

            


    

    


    Documents
      to be Delivered by FreeCom

    


    
      	
              9.2

            	
              On
                or before the Closing, FreeCom and the FreeCom Interestholders will
                deliver or cause to be delivered to
                Commoncache:

            


    

    


    
      	
              (a)  

            	
              copies
                of the charter documents of FreeCom, including amendments thereof,
                and all
                corporate records documents and instruments of FreeCom, the corporate
                seal
                of FreeCom and all books and accounts of
                FreeCom;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              certified
                copies of such resolutions and minutes of the shareholders and directors
                of FreeCom as are required to be passed to authorize the execution,
                delivery and implementation of this
                Agreement;

            


    

    


    
      	
              (c)  

            	
              an
                acknowledgement from FreeCom and the FreeCom Interestholders of the
                satisfaction of the conditions precedent set forth in section 7.3
                hereof;

            


    

    


    
      	
              (d)  

            	
              the
                certificates or other evidence of ownership of the FreeCom Membership
                Interests, together with such other documents or instruments required
                to
                effect transfer of ownership of the FreeCom Membership Interests
                to
                Commoncache; and

            


    

    


    
      	
              (e)  

            	
              such
                other documents as Commoncache may reasonably require to give effect
                to
                the terms and intention of this
                Agreement.

            


    

    


    Documents
      to be Delivered by Commoncache

    


    
      	
              9.3

            	
              On
                or before the Closing, Commoncache shall deliver or cause to be delivered
                to FreeCom and the FreeCom
                Interestholders:

            


    

    


    
      	
              (a)  

            	
              share
                certificates representing the Acquisition Shares duly registered
                in the
                names of the holders of shares of FreeCom Common
                Stock;

            


    

    


    
      	
              (b)  

            	
              certified
                copies of such resolutions of the directors of Commoncache as are
                required
                to be passed to authorize the execution, delivery and implementation
                of
                this Agreement;

            


    

    


    
      	
              (c)  

            	
              a
                certified copy of a resolution of the directors of Commoncache dated
                as of
                the Closing Date appointing the nominees of FreeCom as officers of
                Commoncache and appointing the nominees of the FreeCom Interestholders
                to
                the board of directors of
                Commoncache;

            


    

    


    
      	
              (d)  

            	
              resignations
                of all of the officers of Commoncache as of the Closing
                Date;

            


    

    


    
      	
              (e)  

            	
              resignations
                of all of the directors of Commoncache as of the Closing Date,
                dated  subsequent  to  the resolution
                described in (d), above;

            


    

    


    
      	
              (f)  

            	
              certificates
                representing an aggregate of 21,500,000 shares of common stock of
                Commoncache from its shareholders, together with duly executed stock
                powers, for cancellation;

            


    

    


    
      	
              (g)  

            	
              an
                acknowledgement from Commoncache of the satisfaction of the conditions
                precedent set forth in section 7.1
                hereof;

            


    

    


    
      	
              (h)  

            	
              certificate
                or incorporation and good standing certificate of Commoncache;
                and

            


    

    


    
      	
              (i)  

            	
              such
                other documents as FreeCom may reasonably require to give effect
                to the
                terms and intention of this
                Agreement.

            


    

    


    


    ARTICLE
      10

    POST-CLOSING
      MATTERS

    


    Forthwith
      after the Closing,
      Commoncache, FreeCom and the FreeCom Interestholders, as the case may be, agree
      to use all their best efforts to:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)  

            	
              change
                the name of Commoncache to “GLOBAL ROAMING DISTRIBUTION, INC.” and change
                the name of FreeCom to “GLOBAL ROAMING DISTRIBUTION CORPORATION” or such
                other name as determined by the Board of Directors of
                Commoncache.

            


    

    


    
      	
              (b)  

            	
              Complete
                a 4-to-1 forward-split of the issued and outstanding common stock
                of
                Commoncache (by way of a mandatory exchange of certificates), resulting
                164,730,800 shares of of common stock of Commoncache issued and
                outstanding (based upon a total of 41,182,700 shares of common stock
                of
                Commoncache issued and outstanding immediately following the Closing,
                after giving effect to the issuance of the Acquisition Shares and
                the
                cancellation of 21,500,000 shares of common stock of Commoncache
                by the
                Commoncache shareholders).

            


    

    


    
      	
              (c)  

            	
              Increase
                the number of shares of common stock which Commoncache is authorized
                to
                issue to 300,000,000 shares;

            


    

    


    
      	
              (d)  

            	
              issue
                a news release reporting the Closing;


            


    

    


    
      	
              (e)  

            	
              file
                a Form 8-K with the Securities and Exchange Commission disclosing
                the
                terms of this Agreement with audited financial statements of Company
                as
                well as any required pro forma financial information or other information
                of Company as required by the rules and regulations of the Securities
                and
                Exchange Commission;

            


    

    


    
      	
              (f)  

            	
              file
                with the Securities and Exchange Commission a report on Form 14f
                disclosing the change in control of Company and, 10 days after such
                filing, date the resolutions appointing to the board of directors
                of the
                Company Michael Thaler, Jennifer Callicott, Frederic Fournel and
                Bernard
                Touret, and forthwith date and accept the resignations of Jeff Reidy
                and
                Roger E. Pawson as Directors of the
                Company;

            


    

    


    
      	
              (g)  

            	
              take
                the necessary steps to transfer and relinquish to Jeffrey Reidy and
                Charles Lawrence, all claims, rights, title and interests the Company
                may
                have in to the business model labeled as “Caching” and “Effect”, including
                taking appropriate actions to provide that Jeffrey Reidy and Charles
                Lawrence shall have the right to pursue the development of such concepts
                and business plans with other parties without any claim by the Company
                in
                the future.

            


    

    


    ARTICLE
      10(A)

    FURTHER
      AGREEMENTS

    


    
      	
              10A.1

            	
              The
                parties hereby agree that, for a period of three (3) years following
                the
                Closing, the shareholders of Commoncache that own the 4,182,700 issued
                and
                outstanding shares of common stock of Commoncache at the Closing
                (the
                “Initial Commoncache Shareholders”) and the Vantage Group Ltd. shall be
                granted anti-dilution protection with respect to such shares so that
                the
                interests represented by the shares held by the Initial Commoncache
                Shareholders and the Vantage Group Ltd. shall be protected against
                dilution absent the agreement by the holders of a majority of the
                Initial
                Commoncache Shareholders or the Vantage Group, respectively, as the
                case
                may be; provided, however, that this antidilution protection shall
                not be
                triggered by or applicable to (i) securities issued pursuant to
                acquisitions or strategic transactions, provided any such issuance
                shall
                only be to a party which is, itself or through its subsidiaries,
                an
                operating company in a business synergistic with the business of
                the
                Company and in which the Company receives benefits in addition to
                the
                investment of funds, but shall not include a transaction in which
                the
                Company is issuing securities primarily for the purpose of raising
                capital
                or to an entity whose primary business is investing in securities,
                or (ii)
                to any transactions completed at a price above $4.00 per share on
                a
                pre-split basis (or $1.00 per share on a post-split basis),including
                any
                transaction that may be completed for the purpose of obtaining capital
                for
                marketing and/or working capital.purposes; and provided,
                further, that such anti-dilution protection may be waived (as to
                all parties provided for in this Section 10A.1) by the sole written
                consent of the Vantage Group Ltd.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10A.2

            	
              The
                parties hereby agree that, for a period of three (3) years following
                the
                Closing, Commoncache shall not effect a reverse split of its common
                stock.

            


    

    


    
      	
              10A.3

            	
              The
                Vantage Group Ltd. shall be granted a right of first refusal for
                all
                future financing by Commoncache.

            


    

    


    ARTICLE
      11

    GENERAL
      PROVISIONS

    


    Arbitration

    


    
      	
              11.1

            	
              The
                parties hereto shall attempt to resolve any dispute, controversy,
                difference or claim arising out of or relating to this Agreement
                by
                negotiation in good faith.  If such good negotiation fails to
                resolve such dispute, controversy, difference or claim within fifteen
                (15)
                days after any party delivers to any other party a notice of its
                intent to
                submit such matter to arbitration, then any party to such dispute,
                controversy, difference or claim may submit such matter to arbitration
                in
                the City of New York, New York.

            


    

    


    Notice

    


    
      	
              11.2

            	
              Any
                notice required or permitted to be given by any party will be deemed
                to be
                given when in writing and delivered to the address for notice of
                the
                intended recipient by personal delivery, prepaid single certified
                or
                registered mail, or telecopier. Any notice delivered by mail shall
                be
                deemed to have been received on the fourth business day after and
                excluding the date of mailing, except in the event of a disruption
                in
                regular postal service in which event such notice shall be deemed
                to be
                delivered on the actual date of receipt. Any notice delivered personally
                or by telecopier shall be deemed to have been received on the actual
                date
                of delivery.

            


    

    


    Addresses
      for Service

    


    
      	
              11.3

            	
              The
                address for service of notice of each of the parties hereto is as
                follows:

            


    

    


    
      	
              (a)  

            	
              Commoncache:

            


    

    


    2300
      Palm Beach Lakes
      Blvd.

    Suite
      218

    West
      Palm Beach, Florida
      33409

    


    
      	
              (b)  

            	
              FreeCom
                or the FreeCom Interestholders:

            


    

    


    c/o
      Global Roaming Distribution

    1021
      Ives
      Dairy Road

    Suite
      216

    Miami,
      Florida 33179

    


    Change
      of Address

    


    
      	
              11.4

            	
              Any
                party may, by notice to the other parties change its address for
                notice to
                some other address in North America and will so change its address
                for
                notice whenever the existing address or notice ceases to be adequate
                for
                delivery by hand. A post office box may not be used as an address
                for
                service.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Further
      Assurances

    


    
      	
              11.5

            	
              Each
                of the parties will execute and deliver such further and other documents
                and do and perform such further and other acts as any other party
                may
                reasonably require to carry out and give effect to the terms and
                intention
                of this Agreement.

            


    

    


    Time
      of the Essence

    


    
      	
              11.6

            	
              Time
                is expressly declared to be the essence of this
                Agreement.

            


    

    


    Entire
      Agreement

    


    
      	
              11.7

            	
              The
                provisions contained herein constitute the entire agreement among
                FreeCom,
                the FreeCom Interestholders and Commoncache respecting the subject
                matter
                hereof and supersede all previous communications, representations
                and
                agreements, whether verbal or written, among FreeCom, the FreeCom
                Interestholders and Commoncache with respect to the subject matter
                hereof.

            


    

    


    Enurement

    


    
      	
              11.8

            	
              This
                Agreement will enure to the benefit of and be binding upon the parties
                hereto and their respective heirs, executors, administrators, successors
                and permitted assigns.

            


    

    


    Assignment

    


    
      	
              11.9

            	
              This
                Agreement is not assignable without the prior written consent of
                the
                parties hereto.

            


    

    


    Counterparts

    


    
      	
              11.10

            	
              This
                Agreement may be executed in counterparts, each of which when executed
                by
                any party will be deemed to be an original and all of which counterparts
                will together constitute one and the same Agreement. Delivery of
                executed
                copies of this Agreement by telecopier will constitute proper delivery,
                provided that originally executed counterparts are delivered to the
                parties within a reasonable time
                thereafter.

            


    

    


    Applicable
      Law

    


    
      	
              11.11

            	
              This
                Agreement shall be enforced, governed by and construed in accordance
                with
                the laws of the State of New York applicable to agreements made and
                to be
                performed entirely within such state, without regard to the principles
                of
                conflict of laws  The parties hereto hereby submit to the
                exclusive jurisdiction of the United States federal courts located
                in New
                York, New York with respect to any dispute arising under this Agreement,
                the agreements entered into in connection herewith or the transactions
                contemplated hereby or thereby. All parties irrevocably waive the
                defense
                of an inconvenient forum to the maintenance of such suit or
                proceeding.  All parties further agree that service of process
                upon a party mailed by first class mail shall be deemed in every
                respect
                effective service of process upon the party in any such suit or
                proceeding.  Nothing herein shall affect either party’s right to
                serve process in any other manner permitted by law.  All parties
                agree that a final non-appealable judgment in any such suit or proceeding
                shall be conclusive and may be enforced in other jurisdictions by
                suit on
                such judgment or in any other lawful manner.  The party which
                does not prevail in any dispute arising under this Agreement shall
                be
                responsible for all fees and expenses, including attorneys’ fees, incurred
                by the prevailing party in connection with such
                dispute.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


       

      IN
        WITNESS WHEREOF the parties have executed this Agreement effective as of
        the day
        and year first above written.

       

      COMMONCACHE
        INC.

       

      
        	
                By:
                  /s/ Jeffrey Reidy  

              


        	Jeffrey
                Reidy President


      

       

       

      FREECOM,
        LLC

       

      
        By:
          /s/ Frederic Fournel  

        Frederic
          Fournel President

      

       

      INTERESTHOLDERS
        OF FREECOM, LLC

       

      FREECOM
        INC. 

       

      By:  /s/
        Frederic Fournel

      Name: Frederic
        Fournel

      Title: President

      Number
        of
        Interests: 24.23%

       

      By:
        /s/ Bernard Touret 

      Name:
        Bernard Touret 

      Number
        of
        Interests: 24.23%

       

      GLOBAL
        ROAMING INC.

       

      By:
        /s/ Yakov Sarousi

      Name:
        Yakov Sarousi

      Title
        Chief Executive Officer Number of Interests: 33.43%

       

      THE
        VANTAGE GROUP LTD.

       

      By:
        /s/ Lyle Hauser

      Name:
        Lyle Hauser

      Title:
        Chairman, CEO

      Number
        of
        Interests: 18.11%

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
 

    Schedule
      A

    


    Commoncache
      Financial Statements

    


    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      


      Schedule
        B

      


      FreeCom
        Financial Statements

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 2.2

     

    
      	 	 	 
	
              Name   

            	
              Percent
                membership Interest 

            	
              No.
                of Shaes

            
	
              FreeCom   

            	
              24.23% 

            	
              8,965,800

            
	
              Bernard
                Touret 

            	
              24.23%  

            	
              8,965,800

            
	
              Global
                Roaming, Inc

            	
              33.43%  

            	
              12,368,400

            
	
              The
                Vantage Group, Ltd. 

            	
              18.11% 

            	
              6,700,000

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
    

    


                                                                                                                    

    


                                                                                      

    


                                                                                       

    


    .