ACQUISITION AGREEMENT

Exhibit 10.01

ACQUISITION AGREEMENT

AMONG

PROLINK HOLDINGS CORP.
as Buyer

ELUMINA IBERICA, S.A.,
ELUMINA IBERICA UK LIMITED,
GP ADS, S.L..
and
GP ADS LTD
as the Companies

and

KEVIN CLARKE
and
MARK SMART
as the Shareholders

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT (this “Agreement”) is executed and delivered as of September 14, 2007, among PROLINK HOLDINGS CORP ., a Delaware corporation (“Buyer”), ELUMINA IBERICA, S.A. , a sociedad anónima organized under the laws of Spain (“Elumina Spain”), ELUMINA IBERICA UK LIMITED , a limited company organized under the laws of the United Kingdom (“Elumina UK”), GP ADS, S.L. , a sociedad de responsabilidad limitada organized under the laws of Spain (“GP Ads”) and GP ADS LTD , a limited company organized under the laws of the United Kingdom (“GP UK” and collectively with Elumina Spain, Elumina UK and GP Ads, the “Companies”), and KEVIN CLARKE and MARK SMART (each a “Shareholder” and collectively, the “Shareholders”), being the sole shareholders and owners of the Companies.

RECITALS

A. Elumina Spain is the franchise owner and distributor for Europe, including the United Kingdom, and the Middle East, of the ProLink GPS System, Elumina UK is the subsidiary of Elumina Spain , GP Ads is the advertising arm of Elumina Spain and Elumina UK with the specific goal of establishing a network to promote the advertising opportunities available on the ProLink GPS System in the same regions and GP UK is a subsidiary of GP Ads (together, the “Businesses”).

B. The Shareholders in the aggregate own (i) all of the options and warrants to acquire shares of capital stock or other equity interests of the Companies and (ii) all of the issued and outstanding shares of capital stock and other ownership interests of the Companies (collectively, the “Securities”).

C. Buyer desires to purchase and acquire all of the Securities from the Shareholders, and the Shareholders desire to sell all of the Securities to Buyer in exchange for a number of Buyer shares, as described herein.

D. The Board of Directors of Buyer deems it advisable and in the best interest of its stockholders to enter into this Agreement and to consummate the transactions contemplated hereby on the terms and subject to the conditions provided for in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Certain Defined Terms . Capitalized terms shall have the meanings assigned to them in Exhibit A .

ARTICLE 2

SALE AND PURCHASE OF THE SECURITIES

2.1 Transfer of the Securities . Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.6), Buyer agrees to purchase and accept delivery from each Shareholder, and each Shareholder agrees to sell, assign, transfer and deliver to Buyer, all of the Securities free and clear of all Encumbrances.

2.2 Purchase Price . Subject to Sections 2.4 and 2.5, the aggregate purchase price for the Securities being purchased by Buyer pursuant to this Agreement shall be an amount of up to 37,000,000 shares of common stock of Buyer (the “Purchase Price”), payable as follows:

2.2.1 28,000,000 shares of common stock of Buyer (the “Elumina Shares”), to be allocated as set forth on Exhibit B , for the Securities to be delivered at Closing;

2.2.2 8,000,000 shares of common stock of Buyer (the “Net Profits Shares”) to the Escrow Agent (as defined in Section 6.1.6), to be delivered and held pursuant to the terms and provisions of Section 2.4;

2.2.3 2,000,000 shares of common stock of Buyer (the “Holdback Shares” and collectively with the Elumina Shares, the Net Profits Shares and the Earn-Out Shares, the “Shares”) to be delivered to the Escrow Agent at Closing.

2.3 Apart from the purchase price, Buyer obliges to rise 1,000,000 PROLINK’s shares for the benefit of Elumina’s employees to be distributed when and in the way the Shareholders may decide to its sole discretion upon completion of any legal duty or requirement

2.4 Ern-out bonus.- 5,000,000 shares of common stock of Buyer (the “Earn-Out Shares”) to be delivered in accordance with the terms and provisions of Section 2.5; and

2.5 Holdback .

2.5.1 Escrow Agent shall retain the Holdback Shares for a period of 12 months after the Closing (the “Holdback Period”) as security for the Companies’ and each Shareholder’s representations, warranties and indemnification obligations to Buyer under this Agreement. If Buyer determines that either Company or any Shareholder has breached a representation or warranty or that Buyer is entitled to indemnification under this Agreement, then Buyer may instruct Escrow Agent to deduct an equitable amount of shares (based on the Fair Market Value of the shares as defined below) from the Holdback Shares for such purposes. Buyer shall not be entitled to make a claim for any Holdback Shares until the aggregate amount of all claims for losses related to the Companies’ and each Shareholder’s representations, warranties and indemnification obligations to Buyer under this Agreement exceeds Twenty Five Thousand Dollars ($25,000) (the “Basket”). In the event that the aggregate amount of such losses exceeds the Basket, then Buyer shall be entitled to recover Holdback Shares to satisfy the amount of all such losses, including the Basket. The Escrow Agreement shall govern the form of the notice and the procedures for resolving any dispute regarding the amount of the Holdback Shares that Buyer proposes to retain. For the purposes of this Agreement, the “Fair Market

Value” per Share shall be deemed to be the average of the closing trading prices of Buyer’s common stock on the principal securities exchange, as determined by Buyer’s Board of Directors acting reasonably, on which such common stock may at the time be listed, or if there have been no sales on any such exchange on any such day, the average of the bid and ask prices at the end of such day, or if Buyer’s common stock is not listed, the average of the high and low prices on such day on an over-the-counter market as reported by NASDAQ or any other recognized quotation agency, in each such case averaged over the period of 20 consecutive trading days prior to the two trading days preceding the date as of which “Fair Market Value” is being determined; provided, however, that in no event shall the price per Share at any given time be less than the closing price per Share on the date of the Closing.

2.5.2 The amount of the Holdback Shares allocated to each Shareholder shall be as set forth on Exhibit B (“Shareholder Holdback Shares”).

2.5.3 On or before the last day of the Holdback Period, Buyer shall instruct Escrow Agent to either issue the Shareholder Holdback Shares to the Shareholders or notify each Shareholder of the amount of shares that Buyer believes it is entitled to retain from the Holdback Shares. The Escrow Agreement shall govern the form of the notice and the procedures for resolving any dispute regarding the amount of the Holdback Shares that Buyer proposes to retain.

2.5.4 Buyer acknowledges and agrees that the Holdback Shares shall act as a cap on the Companies’ and the Shareholders’ indemnification obligations and their liability for a breach of their representations and warranties under this Agreement, provided, however, that the Holdback Shares shall not act as a cap on any liability arising from (a) the adjustment provision of Section 2.4, (b) the representations and warranties in Sections 3.1, 3.2, 3.27, 4.1, 4.2 or 4.4, (c) any liability with respect to any dispute or claim involving Ian Bailey, (d) any liability with respect to any dispute or claim involving Elumina France with respect to its claim of ownership in the Companies, (e) any liability with respect to any dispute or claim involving Kevin Clarke’s undertaking with the Secretary of State in 2002 or (f) fraud.

2.6 Net Profits Adjustment .

2.6.1 Escrow Agent shall retain the Net Profits Shares, pursuant to the Net Profits Escrow Agreement (as defined in Section 6.1.6) as security for the adjustment provision set forth in this Section 2.4. On the 30th day after Buyer’s audited financial statements for the 2008 fiscal year are completed (the “Adjustment Date”), the Buyer shall deliver to the Shareholders a statement showing the after-tax net profit (as determined according to Generally Accepted Accounting Principles (“GAAP”)) derived from the Companies from January 1, 2008 through December 31, 2008 (the “Interim Period”).

2.6.2 On the Adjustment Date, the Shareholders shall forfeit (a) one hundred percent (100%) of the Net Profits Shares if the after-tax net profit derived from the Companies during the Interim Period equals an amount less than $4,500,000, (b) fifty percent (50%) of the Net Profits Shares if the after-tax net profit derived from the Companies during the Interim Period equals an amount between $4,500,000 and $5,499,999.99, (c) twenty-five percent (25%) of the Net Profits Shares if the after-tax net profit derived from the Companies during the Interim

Period equals an amount between $5,500,000 and $6,499,999.99, and (d) none of the Net Profits Shares if the after-tax net profit derived from the Companies during the Interim Period equals an amount of $6,500,000 or greater. If the Shareholders dispute the amount of Net Profits Shares to be forfeited, if any, they shall have the right, upon written notice to the Buyer within 30 days of the delivery of the profits statement, to inspect the books and records of the Companies and the calculation of such shortfall. If, after such review, Shareholders continue to dispute the amount of the shortfall, the Shareholders shall notify Buyer in writing of the amount to which it believes they should pay. Buyer and the Shareholders shall work in good faith to resolve the dispute. If they are unable to do so within 30 days of Shareholders’ written notice to Buyer, then the parties shall follow the dispute resolution procedures set forth in the Net Profits Escrow Agreement. The Net Profits Escrow Agreement shall govern the form of the notice and the procedures for resolving any dispute regarding the amount of the Net Profits Shares.

2.4.3 Notwithstanding anything to the contrary set forth herein, any adjustment pursuant to this Section 2.4 by forfeiture of the Net Profits Shares shall not occur following a Change in Control prior to December 31, 2008. “Change in Control” as used herein shall mean (a) the transfer, directly or indirectly, of securities of Buyer representing seventy percent (51%) or more of the total voting power represented by Buyer’s then outstanding voting securities pursuant to a transaction or a series of related transactions, (b) a merger or consolidation of Buyer whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of Buyer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least seventy percent (51%) of the total voting power represented by the voting securities of Buyer or such surviving entity or parent of such corporation outstanding immediately after such merger or consolidation, or (c) the sale or disposition by Buyer of all or substantially all of Buyer’s assets in one transaction or a series of related transactions.

2.7 Earn-Out Shares .

2.5.1 The Shareholders shall be entitled to receive an additional 5,000,000 shares of common stock of Buyer (the “Earn-Out Shares”) if (i) during the period from January 1, 2009 to December 31, 2009 (the “Earn-Out Period”), net earnings before taxes of Buyer on a consolidated basis are at least equal to $10,000,000, (ii) during the Earn-Out Period, the gross revenue received for advertising by Buyer on a consolidated basis is at least equal to $15,000,000 (each of (i) and (ii), an “Earn-Out Requirement”), or (iii) a Change in Control occurs on or after May 1, 2008 but prior to December 31, 2009.

2.5.2 Within 90 days after the last business day of the Earn-Out Period, Buyer shall deliver to the Shareholders a worksheet (the “Earn-Out Worksheet”) prepared by Buyer’s independent public accountants or Buyer’s Chief Financial Officer (or his designee), setting forth Buyer’s determination of net earnings before taxes of Buyer on a consolidated basis and the gross revenue received for advertising by Buyer on a consolidated basis, accompanied by the Earn-Out Shares if an Earn-Out Requirement has been met based on Buyer’s calculations. The Shareholders shall have the right, once and at their expense, at reasonable times and upon reasonable notice, to have one representative (the “Sellers’ Representative”) examine, the books and records of Buyer to determine whether the Earn-Out Worksheet is accurate.

2.5.3 In the event that the Shareholders dispute any amounts reflected on the Earn-Out Worksheet, Sellers’ Representative shall notify Buyer in writing, within 20 days after the delivery of the Earn-Out Worksheet (the “Notice Period”), setting forth the amount, nature and basis of the dispute. Within the following 10 days, the parties shall use their reasonable best efforts to resolve in good faith such dispute. Upon their failure to do so, Sellers’ Representative and Buyer shall within 10 days from the end of such 10 day period jointly engage an independent accountant (the “Earn-Out Accountants”). The Earn-Out Accountants shall be engaged jointly by Buyer and Sellers’ Representative to decide the dispute with respect to the Earn-Out Worksheet within 30 days from its appointment; such decision to be communicated to both parties in writing. The decision of the Earn-Out Accountants shall be final and binding upon the parties and accordingly a declaratory judgment by a court of competent jurisdiction may be entered in accordance therewith. The fees and expenses of such accounting firm shall be borne one-half by Buyer and one-half by Sellers’ Representative. If so determined by the Earn-Out Accountants, Buyer shall deliver the Earn-Out Shares to the Shareholders within five business days of the Earn-Out Accountants final and binding decision.

2.5.4 Notwithstanding anything to the contrary set forth herein, in the event that a Change in Control occurs prior to May 1, 2008, any and all rights of the Shareholders with respect to receipt of the Earn-Out Shares shall terminate and the Shareholders shall cease to have any claim to the Earn-Out Shares pursuant to this Agreement.

2.8 Closing . The closing of the sale and purchase of the Securities (the “Closing”) shall take place at a time and on a date to be specified by the parties (the date upon which the Closing actually takes place being referred to herein as the “Closing Date”) as soon as possible after the satisfaction or waiver of the conditions to close set forth in Article 9 and Article 10, but, except as otherwise provided herein, no later than November 30, 2007. The Closing will be held at the offices of the Notary of the Buyer (the “Notary”), unless another place is agreed to in writing by the parties, and this Agreement [together with all Exhibits and Schedules] will be incorporated in the Public Deed of Purchase and Sale. At the Closing, the parties to this Agreement will do those things set out in the contract and grant those documents and agreements that integrate the whole transaction, which will be deemed to happen simultaneously in a single act (unidad de acto). The Closing shall be deemed to occur at 12:01 a.m. on the Closing Date. The Notary’s fees will be shared equally by the Shareholders and Buyer.

2.9 Tax . The parties to this Agreement declare that the sale and purchase of the securities hereunder constitutes a “special non monetary contribution” or “aportación no dineraria especial” under article 94 of the Spanish Law on the Corporate Income Tax (approved by Royal Decree-Legislative 4/2004, of March 5 ^th ). Considering the above, the parties opt, hereby, for the application to the present “special non monetary contribution” of the special tax regime regulated in Chapter VIII of Title VII of the Spanish Law on the Corporate Income Tax

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND THE COMPANIES

The following representations and warranties shall apply to the Companies and the Subsidiaries (as hereafter defined) as of the date of this Agreement and to each Shareholder as of the Closing Date. The Companies represent and warrant to Buyer that the statements contained in this Article 3, except as set forth in each of the Disclosure Schedules, are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout Article 3. The Shareholders represent and warrant to Buyer that the statements contained in Article 3 and Article 4, except as set forth in each of the Disclosure Schedules, are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout Article 3 and Article 4). For purposes of this Agreement, all representations and warranties of the Companies or with respect to the Businesses shall be deemed to include the business of Elumina UK as conducted prior to the formation of Elumina UK. The mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made in this Agreement unless (a) the representation or warranty has to do with the existence of the document or other item itself or (b) the Disclosure Schedule identifies the exception with particularity (such as with a cross-reference to a section in a disclosed agreement) and summarizes the relevant facts in reasonable detail.

Wherever a representation or warranty in this Agreement is qualified as having been made “to the best of the Companies’ or the Shareholders’ Knowledge,” such phrase shall mean the knowledge of any officer or director of either Elumina Spain, Elumina UK, GP UK or GP Ads or one or both Shareholders, after reasonable inquiry.

2.10 Due Organization and Qualification of the Companies . The Companies are duly organized, validly existing and in good standing under the laws of their jurisdiction of organization, and have the power and lawful authority under applicable Laws to own, lease and operate their respective assets and properties and to carry on the Businesses. Schedule 3.l separately sets forth the names of all of the countries where the Companies transact business. Except as set forth on Schedule 3.1 , the Companies do not file any franchise, income or other tax returns in any other jurisdiction based upon the ownership or use of property therein or the derivation of income therefrom. The Companies do not own or lease property in any country other than the countries set forth on Schedule 3.1 . Except as set forth on Schedule 3.1 , the Companies do not have and have not conducted their respective Businesses by or through any division or Affiliate or under any fictitious, assumed or other name other than the names of the Companies.

2.11 Capitalization .

2.11.1 Authorized Capital Stock of Elumina Spain . Elumina Spain is authorized to issue 63,000 shares of common stock, par value 1 Euro per share (the “Elumina Spain Common Stock”), all of which are issued and outstanding. No other class of capital stock of Elumina Spain is authorized or outstanding. All of the capital stock, options, warrants and/or

any other securities convertible or exercisable into capital stock (the “Convertible Securities”) of Elumina Spain are held of record and beneficially owned by the Shareholders. Immediately following the Closing, Buyer will own all of the outstanding equity of Elumina Spain. Except as set forth on Schedule 3.2.1 , all of the issued and outstanding shares of capital stock of Elumina Spain have been duly authorized, are validly issued, fully paid, nonassessable and have not been issued in violation of any applicable Laws. As of the Closing, all outstanding Securities, including the Convertible Securities, of Elumina Spain shall have been purchased by Buyer.

2.11.2 Authorized Capital Stock of Elumina UK . Elumina UK is authorized to issue 100 shares of common stock, par value £1 per share (the “Elumina UK Common Stock”), all of which are issued and outstanding. No other class of capital stock of Elumina UK is authorized or outstanding. All of the Convertible Securities of Elumina UK are held of record and beneficially by the Shareholders. Immediately following the Closing, Buyer will own all of the outstanding equity of Elumina UK. Except as set forth on Schedule 3.2.2 , all of the issued and outstanding shares of capital stock of Elumina UK have been duly authorized, are validly issued, fully paid, nonassessable and have not been issued in violation of any applicable Laws. As of the Closing, all outstanding Securities, including the Convertible Securities, of Elumina UK shall have been purchased by Buyer.

2.11.3 Authorized Capital Stock of GP Ads . GP Ads is authorized to issue 501 participaciones sociales, par value 6.01 Euros per share (the “GP Ads Common Stock”). No other class of capital stock of GP Ads is authorized or outstanding. All of the capital stock of GP Ads is held of record and beneficially owned by the Shareholders. Immediately following the Closing, Buyer will own all of the outstanding equity of GP Ads. All of the issued and outstanding shares of capital stock of GP Ads have been duly authorized, are validly issued, fully paid, nonassessable and have not been issued in violation of any applicable Laws. As of the Closing, all outstanding Securities, including the Convertible Securities, of GP Ads shall have been purchased by Buyer.

2.11.4 Authorized Capital Stock of GP UK . GP UK is authorized to issue 2 shares of common stock, par value £1 per share (the “GP UK Common Stock”), all of which are issued and outstanding. No other class of capital stock of GP UK is authorized or outstanding. All of the Convertible Securities of GP UK are held of record and beneficially by the Shareholders. Immediately following the Closing, Buyer will own all of the outstanding equity of GP UK. Except as set forth on Schedule 3.2.4 , all of the issued and outstanding shares of capital stock of GP UK have been duly authorized, are validly issued, fully paid, nonassessable and have not been issued in violation of any applicable Laws. As of the Closing, all outstanding Securities, including the Convertible Securities, of GP UK shall have been purchased by Buyer.

2.11.5 Subsidiaries . Except as set forth in Schedule 3.2.5 , the Companies have no subsidiaries or other equity interest in any other entity or any interest in any joint venture (such subsidiaries or interests referred to herein individually as a “Subsidiary” and collectively, as “Subsidiaries”). Each Subsidiary of the Companies is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Each Subsidiary of the Companies has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Companies have delivered to Buyer true, complete and correct copies of the

organizational documents of each Subsidiary, each as amended to date. No Subsidiary is in default under or in violation of any provision of its organizational documents. All of the issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Companies are: (a) duly authorized, validly issued, fully paid and non-assessable; (b) owned by the Companies, as applicable, free and clear of all liens, claims, security interests, pledges and encumbrances of any kind or nature whatsoever; and (c) free of any restriction, including, without limitation, any restriction which prevents the payment of dividends, or which otherwise restricts the right to vote, sell or otherwise dispose of such capital stock or other ownership interest. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Companies or its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of any Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary.

2.12 Stockholder Agreements . There are no voting trusts or other agreements or understandings with respect to the voting of the Securities to which the Shareholders or the Companies are a party or bound.

2.13 Organizational Documents . Copies of each Company’s organizational documents and all amendments thereto have been delivered to Buyer and are true, correct and complete. The minute books of the Companies contain true and complete records of all meetings and consents in lieu of meetings of the Board of Directors or similar governing bodies (and any committees thereof) and of the stockholders of the Companies since their respective dates of incorporation and such minute books accurately reflect all transactions referred to in such minutes and consents in lieu of meeting. The stock books of each of the Companies are true and complete in all material respects. Each of the Companies has complied and continues to comply with applicable legislation on keeping the commercial books and drawing up and filing the annual accounts. These books are up to date and are kept in the offices of each Company, and each of the Companies holds the papers supporting the entries in its books. The current articles of association/by-laws of each of the Companies are those attached as Schedule 3.4 . No resolution has been taken to change any of the above mentioned articles of association/by-laws. No general or special power of attorney (poderes generales o especiales de representación) has been given by any Company, other than those listed in Schedule 3.4 . No dividend which remains outstanding has been approved by any Company.

2.14 Financial Statements .

2.14.1 Attached to Schedule 3.5.1 are the audited consolidated financial statements of each of the Companies and the Subsidiaries for the period ending December 31, 2004, the audited consolidated financial statements of each of the Companies for the period ending December 31, 2005, the audited consolidated financial statements of each of the Companies for the period ending December 31, 2006, and the financial statements of each of the Companies for the period ending June 30, 2007 (the “Interim Financial Statements”), including the balance sheets, statements of income and retained earnings and statements of cash flows for the periods then ending, and including related notes, if any (collectively, the “Financial Statements”). The Financial Statements are complete and correct in all respects and fairly present the financial condition of each of the Companies and its Subsidiaries as of the dates thereof and the results of operations and cash flow of each of the Companies and its Subsidiaries for the periods indicated.

2.14.2 Schedule 3.5.2 fairly and accurately summarizes the accounting principles used by the Companies in the preparation of the Financial Statements, including those principles and policies related to sales and revenue recognition, Accounts Receivable, bad debt reserves, depreciation, capital expenses and Liabilities.

2.15 No Material Adverse Effect . Since June 30, 2007 (the “Financial Statement Date”), there has not been any change or effect that, individually or in the aggregate, has been or could be reasonably expected to have a Material Adverse Effect on the Businesses, assets (including intangible assets), condition (financial or otherwise) or results of operations of either of the Companies or their Subsidiaries, whether or not covered by insurance.

2.16 Tax Matters .

2.16.1 Except as set forth in Schedule 3.27 the Companies and the Subsidiaries have timely filed all Tax Returns that the Companies and the Subsidiaries are required to file and have paid all Taxes due and payable on or before the Closing Date. No penalties or other charges are, or will become, due with respect to the late filing of any such Tax Return. The Companies and the Subsidiaries have made all payments of estimated Taxes required to be made under any provision of state, local or foreign Law. The unpaid Taxes of each of the Companies and Subsidiaries do not exceed the reserve for Taxes (rather than any reserve for deferred Taxes to reflect book/tax timing differences) set forth on the face of their respective audited consolidated financial statements for the period ending December 31, 2006 as adjusted through the Closing Date in accordance with past custom and practice. Since December 31, 2006, none of the Companies or Subsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses outside the ordinary course of business in accordance with past custom and practice. None of the Companies or Subsidiaries is the subject of any extension or waiver of the limitations period for assessment or collection of any Taxes, which period (after giving effect to such extension or waiver) has not yet expired.

2.16.2 Complete copies of any Tax Returns filed by the Companies and the Subsidiaries for the years ended December 31, 2003, 2004, 2005, and 2006 have been delivered to Buyer. Prior to the date hereof, the Companies have provided to Buyer copies of all reports and other written assertions of deficiencies or other Liabilities for Taxes of the Companies and the Subsidiaries with respect to past periods.

2.16.3 The Companies and the Subsidiaries have complied with all applicable Laws, rules and regulations relating to the withholding of Taxes and have timely collected or withheld and paid over to the proper governmental or regulatory body all amounts required to be so collected or withheld and paid over for all periods up to (but not including) the Closing Date under all applicable Laws to the extent such amounts are required to be paid before such date.

2.16.4 The Companies and the Subsidiaries have not received any Tax Ruling or entered into a Tax Closing Agreement with any taxing authority that would have a continuing effect after the Closing Date.

2.16.5 There are no Actions, suits, proceedings, investigations, audits, claims or assessments presently pending or, to the best of the Companies’ or the Shareholders’ Knowledge, proposed with regard to any Taxes that relate to the Companies or any Subsidiary. No issue has arisen in any examination of the Companies and the Subsidiaries by any taxing authority that if raised with respect to any other period not so examined would result in a deficiency for any other period not so examined, if upheld. There is no unresolved claim by a taxing authority in any jurisdiction where the Companies and the Subsidiaries do not file Tax Returns.

2.16.6 There are no liens for Taxes (other than for Taxes not yet due and payable) upon the assets of the Companies and the Subsidiaries. The Companies and the Subsidiaries are not parties to or bound by any Tax allocation or sharing agreement. The Companies and the Subsidiaries do not have any liability for Taxes of any Person as a transferee or successor, by contract or otherwise.

2.17 Compliance with Laws; Permits .

2.17.1 The Companies and the Subsidiaries have complied with all federal, state, local and foreign laws, ordinances, regulations, orders, judgments, injunctions, awards or decrees applicable to them or their respective Businesses (collectively, “Laws,” and individually, a “Law”). The Companies and the Subsidiaries have not made any illegal payment to officers or employees of any governmental or regulatory body, or made any payment to customers for the sharing of fees or to customers or suppliers for rebating of charges, or engaged in any other reciprocal practices that violate any Laws, or made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be made by the Companies and the Subsidiaries. To the Companies’ or the Shareholders’ Knowledge, there are no facts that (with or without notice or lapse of time, or both) could result in the Companies or any Subsidiary being in violation of any Law.

2.17.2 Except as set forth on Schedule 3.8.2 , no license, permit, order or approval of any federal, state, local or foreign governmental or regulatory body (collectively the “Permits”) is necessary for the conduct of the Businesses. All Permits of the Companies and the Subsidiaries are set forth on Schedule 3.8.2 and are in full force and effect, to the best of the Companies’ or the Shareholders’ Knowledge, there are no violations in respect of any Permit and no proceeding is pending or, to the Knowledge of the Companies or the Shareholders, threatened, to revoke or limit any Permit and all such Permits shall continue in full force and effect following the consummation of the transactions contemplated by this Agreement.

2.17.3 The Companies and the Subsidiaries are currently conducting the Businesses in accordance with applicable Laws governing privacy, security and confidentiality, and have conducted the Businesses in compliance with such Laws since the same first became applicable to them. In particular, the Companies and the Subsidiaries have complied and continue to comply with all applicable administrative Laws on personal data protection and the Shareholders have no outstanding notice of any inspection or claim in respect of non-compliance with such regulations.

2.17.4 The Companies and the Subsidiaries have at all times complied and are currently in compliance with any applicable privacy policies the Companies and the Subsidiaries have established. Attached as Schedule 3.8.4 are the current forms of the Companies’ privacy policies, and any former versions. The current privacy policies of the Companies and the Subsidiaries are in compliance with all applicable Laws.

2.17.5 The Companies and the Subsidiaries are in compliance with all applicable Environmental Laws and there are no written claims pursuant to any Environmental Law pending or, to the best of the Companies’ or the Shareholders’ Knowledge, threatened, against the Companies or any Subsidiary. There have been no releases by the Companies or any Subsidiary of any Hazardous Materials into the environment at any facility formerly or currently operated by the Companies and the Subsidiaries. “Environmental Laws” means any and all past, present and future Law, statute, treaty, directive, decision, judgment, award, regulation, decree, rule, order, direction, Consent, authorization, permit, or similar requirement, approval or standard of relevant jurisdiction(s) concerning environmental, health or safety matters (including the clean-up standards and practices for Hazardous Materials) in buildings, equipment, soil, sub-surface strata, air, surface water, or ground water. “Hazardous Materials” means any and all dangerous substances, hazardous substances, toxic substances, radioactive substances, hazardous wastes, special wastes, controlled wastes, oils, petroleum, petroleum products, by-products or breakdown products, hazardous chemicals and any other materials which may be harmful to human health or the environment and which are or may be at any time prior to the Closing Date regulated or controlled under Environmental Laws applicable to the Companies and the Subsidiaries.

2.18 No Breach . The execution, delivery and performance of this Agreement by the Companies has been duly authorized and approved by all requisite action on the part of their board of directors (or similar governing body) and the Shareholders. This Agreement constitutes the valid and binding obligation of the Companies and is enforceable against the Companies in accordance with its terms, except as may be limited by bankruptcy, moratorium, reorganization, insolvency or other similar Laws now or hereafter in effect generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or otherwise result in the breach or violation of any of the terms and conditions of, result in a modification of the effect of or constitute (or with notice or lapse of time or both would constitute) a default under (a) the organizational documents of either Company; (b) any contract or agreement to which either Company, any Subsidiary or any Shareholder is a party or by or to which either Company, any Subsidiary or any Shareholder or any of its assets or properties are bound or subject; (c) any statute or any regulation, order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon or applicable to either Company, any Subsidiary or any Shareholder or upon the securities, properties or Businesses; or (d) any Permit.

2.19 Litigation . Except as set forth on Schedule 3.10 , there are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving the Companies, the Subsidiaries, the Shareholders or the transactions contemplated hereby. Except as set forth on Schedule 3.10 , neither the Companies, any Subsidiary nor the Shareholders are a party to or, to the best of the Companies’ or the

Shareholders’ Knowledge, threatened with any litigation or judicial, administrative or arbitration proceeding. Except as set forth on Schedule 3.10 , to the best of the Companies’ or the Shareholders’ Knowledge, there is no dispute with any Person under contract with any of the Companies or any Subsidiary.

2.20 Employment Matters .

2.20.1 Schedule 3.11.1 separately sets forth all of the full time and part time employees of each of the Companies and the Subsidiaries (each, an “Employee” and collectively, the “Employees”), including for each such Employee: name, job title, work location, current compensation, all wage or salary increases received since December 31, 2005, employee’s date of hire, commission arrangements and fringe benefits. To the best of the Companies’ or the Shareholders’ Knowledge, no Employee is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non-competition agreement, that in any way adversely affects or restricts the performance of such Employee’s duties. To the best of the Companies’ or the Shareholders’ Knowledge, no Employee intends to terminate his or her employment with either Elumina Spain, GP Ads or Elumina UK or any Subsidiary.

2.20.2 The Companies and the Subsidiaries have complied with all applicable Laws relating to the employment of labor, including those relating to wages, hours, collective bargaining and the payment and withholding of Taxes, and have withheld all amounts required by Law or agreement to be withheld from the wages or salaries of their respective employees and are not liable for any arrears of wages or other taxes or penalties for failure to comply with any of the foregoing.

2.20.3 Schedule 3.11.3 contains a true and complete list of any and all current and existing employment, change in control, severance, termination and other similar employment agreements or arrangements, whether written or oral, between any of the Companies, any Subsidiary and any Person other than at-will arrangements (each, an “Employment Agreement”).

2.21 Agreements .

2.21.1 Schedule 3.12.1 separately sets forth as of the date of this Agreement all of the contracts and other agreements, whether written or oral, to which Elumina Spain, Elumina UK, GP UK, GP Ads or any Subsidiary, is a party or by which Elumina Spain’s, Elumina UK’s, GP UK’s, GP Ads’ or any Subsidiaries’ properties are bound or subject including: (a) contracts and other agreements with any current or former officer, director, employee, consultant, agent or shareholder; (b) contracts and other agreements for the sale or license of products or other materials, supplies, equipment, merchandise or services; (c) contracts and other agreements for the purchase or acquisition of materials, supplies, equipment, merchandise or services; (d) software development contracts; (e) copyright licenses, royalty agreements or similar contracts; (f) distributorship, representative, marketing, sales or advertising agreements; (g) contracts and other agreements for the sale of any assets or properties other than in the ordinary course of business or for the grant to any Person of any preferential rights to purchase any assets or properties; (h) voting trust agreements, shareholder agreements and joint venture agreements relating to the assets, properties or Businesses; (i) contracts or other

agreements under which Elumina Spain, Elumina UK, GP UK, GP Ads or any Subsidiary agrees to indemnify any party, to share Tax liability of any party, or to refrain from competing with any party; (j) any financing agreements; (k) contracts and other agreements containing covenants of Elumina Spain, Elumina UK, GP UK, GP Ads or any Subsidiary not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with the Companies or the Subsidiaries in the Businesses or in any geographical area; or (l) any other material contract or other agreement, whether or not made in the ordinary course of business.

2.21.2 All of the contracts and other agreements required to be set forth on Schedule 3.12.1 and on other Schedules hereto have been delivered or made available to Buyer (or where a contract or other agreement is other than in writing, Schedule 3.12.1 contains a true, accurate and complete summary of the material terms of such contract or agreement) and are valid, subsisting agreements, in full force and effect and binding upon the parties thereto in accordance with their terms, and, the Companies and the Subsidiaries are not in default under any of them nor, to the best of the Companies’ or the Shareholders’ Knowledge, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist which with notice or lapse of time or both would constitute a default by the Companies and the Subsidiaries thereunder or to the best of the Companies’ or the Shareholders’ Knowledge any other party thereto. Except as separately identified on Schedule 3.12.2 , no approval or Consent of any Person is needed in order that the contracts or other agreements set forth on Schedule 3.12.1 and other Schedules hereto continue in full force and effect without breach following the consummation of the transactions contemplated by this Agreement.

2.22 Real Estate . Schedule 3.13 sets forth a list and includes true and complete copies of all leases, subleases or other agreements under which either Elumina Spain, Elumina UK, GP UK, GP Ads or any Subsidiary is lessor or lessee of any real property (collectively, “Leases”). Such Leases are valid, subsisting agreements, in full force and effect and binding upon the parties thereto in accordance with their terms and neither Elumina Spain, Elumina UK, GP UK, GP Ads, any Subsidiary nor any Shareholder has received any notice of any default thereunder. The leasehold interests are not subject to any Encumbrance and the Companies and the Subsidiaries enjoy a right of quiet possession as against any Encumbrance on any property subject to Leases. No Shareholder owns, directly or indirectly, any interest in any real property, building or other structure used or occupied by either Elumina Spain, Elumina UK, GP UK, GP Ads or any Subsidiary.

2.23 Accounts Receivable . All Accounts Receivable of the Companies and the Subsidiaries, whether reflected on the Financial Statements or subsequently created, have arisen from bona fide transactions in the ordinary course of business and are enforceable and represent valid obligations payable to the Companies and the Subsidiaries. To the best of the Companies’ or the Shareholders’ Knowledge, there are no contests, claims or rights of set-off relating to the amount or validity of any Accounts Receivable of the Companies and the Subsidiaries. The Companies and the Subsidiaries have no reason to believe that collection of Accounts Receivable will be materially different than what has historically been customary for the Businesses. The Companies and the Subsidiaries have not pre-billed or received payment for products to be sold, services to be rendered, or expenses to be incurred subsequent to the Closing Date, except in the ordinary course of the Businesses and consistent with past practices.

2.24 Tangible Property . Schedule 3.16 sets forth a list and includes true and complete copies of all leases, conditional sale contracts, franchises or licenses pursuant to which the Companies and the Subsidiaries may hold or use any tangible property. Such leases, conditional sale contracts, franchises and licenses are valid, subsisting agreements, in full force and effect and binding upon the parties thereto in accordance with their terms and, there is no default or event of default or event which with notice or lapse of time or both would constitute a default thereunder. The tangible property of the Companies and the Subsidiaries is in good operating condition and repair, ordinary wear and tear excepted. A true and complete list of all of the Companies’ and the Subsidiaries’ tangible property is set forth on Schedule 3.16 .

2.25 Intangible Property .

2.25.1 Schedule 3.17.1 sets forth all Intellectual Property created, owned or used by the Companies and the Subsidiaries. In addition, Schedule 3.17.1 sets forth all intellectual property, including all databases and software other than off-the-shelf software, licensed to, owned by, or utilized by, the Companies and the Subsidiaries. Schedule 3.17.1 identifies for each item listed whether such item is owned by Elumina Spain, Elumina UK, GP UK, GP Ads or a Subsidiary or, if not owned, what rights Elumina Spain, Elumina UK, GP UK, GP Ads or such Subsidiary has in or to such item. To the extent Schedule 3.17.1 identifies any patents or registered copyrights, trademarks, service marks or trade names, such schedule identifies for each such item its registration number, serial number or other identification, the applicable jurisdiction and the date of issuance or registration of each such item. The Intellectual Property identified on Schedule 3.17.1 constitutes all of the Intellectual Property used by the Companies and the Subsidiaries. The Companies and the Subsidiaries have adequately secured all Intellectual Property, including trade secrets, know-how or Confidential Information.

2.25.2 To the extent any passwords are used in the conduct of the Businesses, the Shareholders have delivered to Buyer a written list of all such passwords, indicating for each such password any associated user identification and where and for what purpose such password is used. Such list of passwords is accurate, true and complete.

2.25.3 To the best of the Companies’ or the Shareholders’ Knowledge, none of the Intellectual Property contains any virus, computer instructions, circuitry or other technological means intended to disrupt, damage or interfere with the operation of applicable software.

2.25.4 The Shareholders have delivered to Buyer written documentation evidencing the registration and licensing of each item of third party software used by the Companies and the Subsidiaries. The Companies and the Subsidiaries have a valid license for each copy of third-party software used by the Companies and the Subsidiaries. Each item of third-party software used by the Companies and the Subsidiaries (other than off-the-shelf software) has in effect associated maintenance or support arrangements. The Shareholders have provided Buyer with copies of each of such maintenance and support agreements. With respect to off-the-shelf software used by the Companies and the Subsidiaries, the Shareholders have provided to Buyer in writing a list of all customer help lines or websites and, to the extent the same exist, copies of any maintenance or support agreements.

2.25.5 Schedule 3.17.5 identifies the Internet Protocol address for each file transfer site utilized by the Companies and the Subsidiaries, along with any user identification information or passwords needed for access thereto.

2.25.6 Schedule 3.17.6 identifies each software product used to author and compile all software used or owned by the Companies and the Subsidiaries or that the Companies and the Subsidiaries has a source code access license.

2.25.7 Neither the Companies, any Subsidiary nor the Shareholders are infringing upon or otherwise acting adversely to the right or, to the best of the Companies’ or the Shareholders’ Knowledge, claimed right, of any Person under or with respect to any Intellectual Property rights. Neither the Companies, any Subsidiary nor the Shareholders is (a) obligated pursuant to any contract to make any payments by way of royalties, fees or otherwise with respect to any Intellectual Property or (b) a licensor in respect of any Intellectual Property. All licensing agreements pursuant to which the Companies or any Subsidiary is a licensee of any Intellectual Property are valid and binding and, to the best of the Companies’ or the Shareholders’ Knowledge, the other parties thereto, in accordance with their respective terms and are in full force and effect, and (i) no breach or default by Elumina Spain, GP UK, GP Ads, Elumina UK or any Subsidiary or event which, with notice or lapse of time, could constitute a breach or default by Elumina Spain, GP UK, GP Ads, Elumina UK or any Subsidiary, exists with respect thereto, (b) no party thereto has given notice or asserted to Elumina Spain, GP UK, GP Ads, Elumina UK, any Subsidiary or the Shareholders that Elumina Spain, GP UK, GP Ads, Elumina UK or any Subsidiary is in breach or default thereunder, and (c) to the best of the Companies’ or the Shareholders’ Knowledge, no other party thereto is in breach or default thereunder.

2.25.8 To the best of the Companies’ or the Shareholders’ Knowledge, no third party is infringing on any of the Intellectual Property used in the conduct of the Businesses.

2.25.9 The Shareholders and the Companies and the Subsidiaries are not in any way making any unlawful or wrongful use of any Confidential Information, or trade secrets of any third party in the conduct of the Businesses.

2.26 Customer and Supplier Lists .

2.26.1 Attached to Schedule 3.18.1 is a separate list of each customer and supplier of Elumina Spain, Elumina UK, GP UK, GP Ads and the Subsidiaries as of the date of this Agreement. The customer lists accurately contain the names, contract expiration dates and amount of revenues received during the fiscal year ended December 31, 2006 and as of August 31, 2007 for each customer. The Companies and the Subsidiaries have not licensed, sold or granted any rights to any Person to use any of such lists. The supplier lists accurately contain the names, contract expiration dates and amount of payments made during the fiscal year ended December 31, 2006 and as of August 31, 2007 for each supplier.

2.26.2 Except as set forth on Schedule 3.18.2 , there has been no indication that any customer or supplier of either of the Companies and the Subsidiaries intends to terminate its agreements with either of the Companies and the Subsidiaries, or otherwise modify its relationship with either of the Companies and the Subsidiaries, or that the acquisition of the Securities by Buyer will materially and adversely affect the relationships of Buyer (as successor to the Businesses) with such customers or suppliers.

2.27 Title . The Companies and the Subsidiaries own outright and have good and marketable title, or have a valid lease or license disclosed to Buyer hereunder, to all of their respective assets and properties, free and clear of any Encumbrance other than as disclosed on Schedule 3.19 or Permitted Liens. “Permitted Liens” means materialman’s or landlord’s lien rights provided under applicable Law and statutory liens for current Taxes or other governmental charges with respect to the assets of the Companies and the Subsidiaries not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by Elumina Spain, Elumina UK, GP UK, GP Ads, any Subsidiary or the Shareholders and for which appropriate reserves have been established.

2.28 Accounts Payable and Indebtedness . All Indebtedness reflected in the Interim Financial Statements or which has arisen after the date of the Interim Financial Statements has arisen in the ordinary course of business and represents valid Indebtedness of the Businesses. As used herein, the term “Indebtedness” means all items which would be included in determining total Liabilities as shown on the liability side of a balance sheet as at the date Indebtedness is to be determined; provided , however , that Indebtedness does not include the long-term portion of capital leases.

2.29 Liabilities . Neither Elumina Spain, Elumina UK, GP UK, GP Ads nor any Subsidiary has any Indebtedness, Liability, claim, loss, damage, deficiency, obligation or responsibility, whether direct or indirect, that is not set forth on the Financial Statements, the Interim Financial Statements or on Schedule 3.21 , except for Indebtedness, Liabilities, claims, losses, damages, deficiencies, obligations or responsibilities incurred in the ordinary course of business since the date of the Interim Financial Statements and in an amount not exceeding $25,000.00.

2.30 Employee Benefit Plans .

2.30.1 Schedule 3.22 contains copies of all profit sharing, retirement, deferred compensation, stock purchase, stock option, incentive, bonus, vacation, severance, disability, medical insurance, dental insurance, life insurance and other employee benefit plans, programs, policies or arrangements, maintained or contributed to by Elumina Spain, Elumina UK, GP UK, GP Ads or any Subsidiary (the “Employee Benefit Plans”).

2.30.2 Prior to the Closing Date, each of the Companies and the Subsidiaries shall have made all contributions required to be made to or with respect to each Employee Benefit Plan as of the Closing Date and paid all Liabilities on account of any Employee Benefit Plan in existence or attributable to service performed on or prior to the Closing Date, and arising or accruing on or before the Closing Date, as of the Closing, under any such plan.

2.30.3 The Employee Benefit Plans have been established, maintained and administered in all respects in accordance with their terms and with all provisions of applicable Law.

2.31 Insurance . Schedule 3.23 sets forth a list and brief description of all policies or binders of fire, liability, product liability, workers’ compensation, vehicular or other insurance held by or on behalf of each of the Companies and the Subsidiaries specifying the insurer, the policy number or covering note number with respect to binders, and describing each pending claim thereunder. Such policies and binders are valid and enforceable in accordance with their terms, are in full force and effect, and insure against risks and Liabilities to the extent and in the manner deemed appropriate and sufficient by the Companies and the Subsidiaries. Neither of the Companies nor any Subsidiary is in default with respect to any provision contained in any such policies or binders and neither has failed to give any notice or present any claim under any such policies or binders in due and timely fashion. Except for claims set forth on Schedule 3.23 , there are no outstanding unpaid claims under any such policies or binders. Neither of the Companies nor any Subsidiary has received or given a notice of cancellation or non-renewal with respect to any such policies or binders.

2.32 Officers and Directors . Schedule 3.24 sets forth the name, title and total compensation of each officer and director of each of the Companies and the Subsidiaries.

2.33 Operations of the Companies . Except as set forth on Schedule 3.25 , since June 30, 2007,, neither Elumina Spain, GP UK, GP Ads, Elumina UK nor any Subsidiary has or will have as of the Closing:

2.33.1 amended, or agreed to amend, its organizational documents; merged with or into or consolidated with, or agreed to merge with or into or consolidate with, any other Person; subdivided or in any way reclassified, or agreed to subdivide or in any way reclassify, any shares of its capital stock; or changed, or agreed to change, in any manner the rights of its outstanding capital stock or the character of its business;

2.33.2 issued or sold or purchased, or agreed to issue or sell or purchase, any options or warrants or rights to subscribe to, or entered into, or agreed to enter into, any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its other securities;

2.33.3 declared or paid, or agreed to declare or pay, any dividends; or declared or made, or agreed to declare or make, any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock or securities;

2.33.4 waived, or agreed to waive, any right of material value to its business;

2.33.5 made, or agreed to make, any change in its accounting methods or practices or made, or agreed to make, any change in depreciation or amortization policies or rates adopted by it;

2.33.6 materially changed, or agreed to materially change, any of its business policies or practices, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies or practices;

2.33.7 mad