ASSET PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

AMONG

VIEWCENTRAL, INC.

DAN TOMPKINS, AS REPRESENTATIVE

CERTAIN SHAREHOLDERS OF VIEWCENTRAL, INC.

AND

RAINMAKER SYSTEMS, INC.

Dated September 1, 2006

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (“ Agreement ”) is made this 1st day of September 2006, by and among ViewCentral, Inc., a California corporation (“ Seller ”), Rainmaker Systems, Inc., a Delaware corporation (“ Buyer ”), Dan Tompkins, as representative of the shareholders of Seller (in such capacity, the “ Representative ”), and certain shareholders of Seller listed on the signature page hereto (each, a “ Shareholder ” and collectively, the “ Shareholders ”).

WITNESSETH :

WHEREAS, Seller is engaged in the business of providing enterprise training and marketing program management solutions to business customers (the “ Business ”);

WHEREAS, Buyer desires to purchase and acquire from Seller, and Seller desires to sell, assign and transfer to Buyer, certain of the assets of Seller in consideration for the purchase price, and upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the parties intend that the transfer of Assets (as herein defined) will constitute a reorganization within the meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986 (the “ Code ”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Sale and Transfer of Assets . On the Closing Date, subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all of its assets, other than the Excluded Assets (as defined below) (such assets, other than the Excluded Assets, are hereinafter collectively referred to as the “ Assets ”), including, without limitation:

(a) the software products described on Exhibit A ;

(b) the customer contracts relating to the Business identified on Exhibit A ;

(c) all Intellectual Property rights of the Seller, and any licenses and sublicenses granted and obtained with respect thereto and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions. For purposes of this Agreement, “Intellectual Property” shall mean any of the following: (1) U.S. and non-U.S. patents, and applications for either; (2) registered and unregistered trademarks, service marks and other indicia of origin, pending trademark and service mark registration applications, and intent-to-use registrations or similar reservations of marks; (3) registered and unregistered copyrights and mask works, and applications for registration of either; (4) internet domain names, applications and reservations therefor, uniform resource locators (“ URLs ”) and the corresponding Internet sites (collectively, the “ Sites ”); (5) trade secrets and proprietary information not otherwise listed in (1) through (4) above, including unpatented inventions, invention disclosures, moral and economic rights of authors and

inventors (however denominated), confidential information, technical data, customer lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, mask works, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collections and other proprietary information or material of any type, and all derivatives, improvements and refinements thereof, howsoever recorded, or unrecorded; and (6) any good will associated with any of the foregoing;

(d) (i) all trade accounts receivable and other rights to payment from customers of Seller and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Seller, (ii) all other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes and (iii) any claim, remedy or other right related to any of the foregoing;

(e) all cash, after giving effect to any payment of the liabilities described in Section 5(a) below; and

(f) all servers, desktop computers, laptop computers, computer hardware and other office equipment owned or leased by Seller (wherever located and whether or not carried on Seller’s books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) the minute books, stock record books, stock ledgers and tax records of Seller; and (ii) any assets of Seller set forth on Exhibit B (collectively, the “ Excluded Assets ”).

2. Purchase Price; Escrow .

(a) In full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be issued to Seller on the Closing Date 754,968 unregistered shares of Buyer common stock, par value $0.001 per share (the “ Buyer Shares ”).

(b) On the Closing Date, Buyer shall deliver 145,493 of the Buyer Shares (the “Escrow Fund”), to The Bank of New York Trust Company, N.A., as escrow agent (the “ Escrow Agent ”), which shall be held in escrow (the “ Escrow ”) subject to the escrow agreement attached hereto as Exhibit C (the “ Escrow Agreement ”) for the purposes of securing the Seller’s and the Shareholders’ indemnity obligations under this Agreement. Buyer Shares deposited into the Escrow Fund shall be deducted from the number of shares of Buyer Shares otherwise deliverable to Seller as set forth in Section 2(a) above. Subject to and in accordance with the terms of the Escrow Agreement, twelve (12) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall deliver all Buyer Shares remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations

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arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to close.

(c) The parties intend that the transfer of the Assets will constitute a reorganization within the meaning of Section 368(a)(1)(C) of the Code and hereby adopt this Agreement as a plan of reorganization within the meaning of Section 354 of the Code, except as otherwise required by law. However, Buyer nor any attorney, accountant or other advisor of Buyer has made, nor makes, any representations or warranties to Seller or the Shareholders regarding the tax treatment of the transfer of the Assets and any other transactions contemplated by this Agreement, whether the transfer of the Assets will qualify as a reorganization under Section 368(a)(1)(C) of the Code, or any of the tax consequences contemplated hereby or thereby, and the Seller and the Shareholders acknowledge that the Seller and the Shareholders are relying solely on their own tax advisors in connection with this Agreement and the transaction contemplated by this Agreement. Except as may be otherwise agreed in writing by the parties: (1) each party shall initially treat and report the transfer of the Assets as a reorganization for all applicable income tax purposes on their respective income tax returns; (2) except as otherwise required by law, no party shall take any position inconsistent with such treatment; and (3) except as otherwise required by law, from and after the Closing Date, no party shall take any action that my adversely affect the qualification for such treatment.

3. Purchase Price Adjustments .

(a) Pre-Closing Adjustments . The Seller has delivered to Buyer an estimated consolidated balance sheet for the Seller (the “Estimated Closing Date Balance Sheet”) and an estimated calculation of the Current Asset Value Shortfall (as defined below), in each case, measured as of the Closing Date after giving effect to the payment of, or reservation for, all liabilities and other obligations described in Section 5(a) below. The Seller shall also provide Buyer with copies of all work papers and other documents and data as were used to prepare the Estimated Closing Date Balance Sheet. If the Estimated Closing Date Balance Sheet shows a Current Asset Value Shortfall, the Buyer Shares issuable under Section 2(a) above shall be reduced by the aggregate amount of such Current Asset Value Shortfall, and the Buyer Shares to be issued to Seller, as set forth in Section 2(a) above, shall be adjusted accordingly. As used herein, “Current Asset Value Shortfall” means the amount by which (x) current assets minus total liabilities, excluding deferred revenue and operating leases assumed by Buyer (in each case, determined on a consolidated basis for the Seller), is less than (y) $932,000.

(b) Post Closing Adjustments . As soon as practicable after the Closing Date, Buyer shall cause its accountants to prepare and deliver to the Representative a consolidated balance sheet for the Seller (the “Closing Date Balance Sheet”) and a calculation of the Current Asset Value Shortfall, in each case, measured as of the close of business on the Closing Date, prepared in accordance with United States generally accepted accounting principles (“ GAAP ”). Buyer shall endeavor in good faith to cause its accountants to deliver to the Representative the Closing Date Balance Sheet and calculation of the Current Asset Value Shortfall within 60 days after the Closing Date; provided, however, that if the Closing Date Balance Sheet is not

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delivered to the Representative by Buyer’s accountants within 60 days after the Closing Date, the Estimated Closing Date Balance Sheet shall be the final consolidated balance sheet of Seller for purposes of this Section 3. Buyer shall also make available to the Representative copies of all work papers and other documents and data as was used to calculate the Closing Date Balance Sheet, and Buyer shall set out all proposed adjustments in reasonable detail in a written statement delivered to Representative. The Representative shall have the right to dispute the Closing Date Balance Sheet (and any items therein) and the accompanying calculation of the Current Asset Value Shortfall and make any proposed adjustments thereto as provided in Section 3(c) below. If it is determined after completion of the time and procedure described in Section 3(c) below that there is a Current Asset Value Shortfall in excess of the estimated Current Asset Value Shortfall and the Representative does not dispute such determination as described in Section 3(c) below, Buyer Shares in an amount equal to the excess Current Asset Value Shortfall shall be deducted from the Escrow Fund and delivered by the Escrow Agent to Buyer.

(c) Dispute Resolution Procedures . The Representative shall have until thirty (30) days after the receipt of the Closing Date Balance Sheet and the accompanying Current Asset Value Shortfall calculation to review such calculation and propose any adjustments thereto. All adjustments proposed by the Representative shall be set out in reasonable detail in a written statement delivered to Buyer (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless Buyer shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Buyer objects are referred to herein as the “Contested Adjustments” and Buyer’s objection notice is referred to herein as the “Contested Adjustment Notice”) within thirty (30) days of Buyer’s receipt of the Adjustment Statement. If Buyer delivers a Contested Adjustment Notice to the Representative, Buyer and the Representative shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after Buyer delivers to the Representative said Contested Adjustment Notice, either Buyer or the Representative may retain for the benefit of all the parties hereto a nationally recognized independent accounting firm acceptable to both the Representative and Buyer (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is retained, then (i) the Representative and Buyer shall each submit to the Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments and their respective calculation of the Current Asset Value Shortfall, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Representative and Buyer and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final and binding on, and nonappealable by, the Representative and Buyer. The fees and expenses of the Independent Accountant shall be paid one-half by the Shareholders and one-half by Buyer; provided, however, that if the Current Asset Value Shortfall as finally determined by the Independent Account and set forth in the Settlement Amount Certificate (defined below) is closer to the Current Asset Value Shortfall submitted by the Representative than to the Current Asset Value Shortfall submitted by Buyer, then Buyer shall pay 100% of the fees and expenses of the Independent Accountant. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Current Asset Value Shortfall calculation measured as of the Closing Date (the “Settlement Amount Certificate”). The Closing

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Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Buyer and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

(d) Settlement Date . There shall be a “Settlement Date” after the calculation of the Current Asset Value Shortfall measured as of the Closing Date which shall mean the following, as applicable:

(i) If the Representative has not timely delivered an Adjustment Statement to Buyer, thirty-five (35) Business Days after the date the Representative receives the Current Asset Value Shortfall calculation;

(ii) If the Representative has timely delivered an Adjustment Statement and Buyer has not timely delivered a Contested Adjustment Notice, thirty-five (35) Business Days after the date Buyer receives the Adjustment Statement;

(iii) If the Representative and Buyer have any disputes regarding Contested Adjustments and they resolve those disputes, five (5) Business Days after such resolution;

(iv) Five (5) Business Days after the Independent Accountant delivers the Settlement Amount Certificate, if applicable; or

(v) Such other date as shall be mutually agreed between the Representative and Buyer.

(e) Price Per Buyer Share . For purposes of any calculations required under Section 2(b) above and this Section 3, each Buyer Share shall be deemed to have a per share value of $5.636 (as such price per share may from time to time be appropriately adjusted for stock splits or combinations, if any). Fractional share amounts resulting from any such calculations shall be rounded upwards to the nearest whole share.

4. Lock-Up; Securities Laws Restrictions; Legend .

(a) The Seller and each Shareholder agree that the Buyer Shares delivered to Seller at Closing (the “ Delivered Shares ”) shall only be sold, transferred, pledged, assigned, disposed of or encumbered in accordance with the following:

(i) One hundred percent (100%) of the Delivered Shares may not be sold, transferred, pledged, assigned, disposed of or encumbered for one hundred eighty (180) days after the Closing Date;

(ii) Fifty percent (50%) of the Delivered Shares may be sold, transferred, pledged, assigned, disposed of or encumbered on the date commencing one hundred eighty-one (181) days after the Closing Date; and

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(iii) The final fifty percent (50%) of the Delivered Shares may be sold, transferred, pledged, assigned, disposed of or encumbered on the date commencing three hundred sixty-five (365) days after the Closing Date.

Buyer Shares subject to the Escrow may not be sold, transferred, pledged, assigned, disposed of or encumbered until such time as they are delivered to the Seller or such other person entitled thereto in accordance with the Escrow Agreement, at which time they may be sold, transferred, pledged, assigned, disposed of or encumbered.

(b) Notwithstanding the preceding Section 4(a) , (i) the Seller and each Shareholder agrees that all sales, transfers, pledges, assignments, disposals or encumbrances of Buyer Shares shall be effected in compliance with all applicable federal and state securities laws and (ii) the Seller may distribute Buyer Shares to the Shareholders at any time under and in accordance with the California Corporations Code or otherwise as permitted by applicable law (for the avoidance of doubt, the parties understand and agree that upon any such distribution the Shareholders shall remain bound by the provisions of this Section 4 ).

(c) Upon issuance at Closing, each certificate representing Buyer Shares shall bear a legend stating:

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR APPLICABLE STATE SECURITIES LAWS AND THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SALE AND TRANSFER IS EFFECTIVE UNDER THE ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT, AND IF THE ISSUER REQUESTS, AN OPINION SATISFACTORY TO THE ISSUER TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL LOCK-UP PERIOD PURSUANT TO THAT CERTAIN ASSET PURCHASE AGREEMENT AMONG THE ISSUER, VIEWCENTRAL, INC. AND THE SHAREHOLDERS PARTY THERETO. IN ACCORDANCE WITH AND SUBJECT TO SUCH LOCK-UP PERIOD, SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, DISPOSED OF, ENCUMBERED OR ASSIGNED AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER, PLEDGE, DISPOSAL, ENCUMBRANCE OR ASSIGNMENT. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH ITS TRANSFER AGENT) WITH RESPECT TO SUCH SECURITIES THAT ARE NO LONGER BOUND BY THE LOCK-UP PERIOD.”

5. Assumption of Liabilities .

(a) Without limiting Section 5(c) below, the Parties agree and acknowledge that prior to the Closing Date, Seller will pay or reserve against the following liabilities: (i) fees

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of Heller Ehrman LLP; (ii) miscellaneous costs and expenses incurred by Seller and Shareholders in connection with the transactions hereunder; (iii) fees of Pagemill Partners, LLC; (iv) any accrued paid time off of employees and all other accrued employee benefits; and (v) all other liabilities of Seller excluding deferred revenues and operating leases assumed by Buyer under Section 5(b) below.

(b) On the Closing Date, effective upon consummation of the Closing, Buyer shall assume and agree to discharge only the liabilities and obligations of Seller identified on Exhibit D hereto (the “ Assumed Liabilities ”).

(c) Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall not assume and shall not be liable for any liabilities and obligations of Seller, the Shareholders or the conduct of the Business by Seller of whatever nature whether presently in existence or arising hereafter, except for the Assumed Liabilities. All such liabilities and obligations, other than the Assumed Liabilities, shall be retained by and remain liabilities and obligations of Seller (collectively, the “ Excluded Liabilities ”). Without limiting the generality of the foregoing, Buyer shall not assume and shall not be liable for any of the following liabilities or obligations of Seller or the Shareholders: (i) any and all taxes levied by and owing to any foreign, federal, state or local taxing authority with respect to the ownership or use of the Assets by Seller or the conduct of the Business by Seller; (ii) any liabilities or obligations related to the Excluded Assets or which are not directly incident to or arising out of or incurred with respect to the Business; (iii) all lawsuits, claims and other liabilities or obligations arising in connection with all actions, suits, claims, investigations or proceedings to the extent relating to the conduct of the Business by Seller or the ownership of the Assets by Seller; (iv) subject to Section 13(d) below, all liabilities or obligations relating to the employment, failure to employ or termination of employment of any individual with respect to the Business by Seller or relating to or under any labor agreements or employee benefit or compensation arrangements, plans, programs, policies, practices or agreements, including, without limitation, severance or accrued vacation pay, of Seller or for the benefit of employees of Seller; (v) any liability arising under Environmental Laws (as such term is defined in Section 6(j) hereof) with respect to the conduct of the Business by Seller; (vi) any indebtedness for borrowed money or otherwise of Seller or the Shareholders; (vii) any amounts payable to Seller’s affiliates; or (viii) any workers’ compensation claims relating to employees of Seller.

6. Representations and Warranties of Seller . As of the Closing Date, Seller represents and warrants to Buyer as follows:

(a) Organization and Good Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Seller has the full power and authority to own its properties, to carry on its business as presently conducted and to sell and convey the Assets to Buyer.

(b) Execution and Effect of Agreement . Seller has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of Seller’s obligations hereunder have been duly authorized by all necessary action on the part of Seller. This Agreement has been duly executed and delivered by Seller and

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constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (the “ Enforceability Exceptions ”).

(c) No Contravention . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate or conflict with any provision of Seller’s Articles of Incorporation or Bylaws, (ii) except as set forth on Schedule 6(c) , (with or without the giving of notice or the lapse of time or both) violate, or result in a breach of, or constitute a default under, or conflict with, or give rise to a right of termination of, or accelerate the performance required by, any of the terms of any agreement, lease, mortgage, indenture or other instrument to which Seller or any Shareholder is a party or by which it is bound, or (iii) violate or conflict with any judgment, decree, order or award of any court, governmental body or arbitrator, or, any law, rule or regulation applicable to Seller or any Shareholder, nor will the same result in the creation of any Liens (as such term is defined in Section 6(d) hereof) upon any of the Assets.

(d) Title to Assets . Seller is the owner of the Assets, and, by the execution and delivery on the Closing Date of the instruments of transfer provided for herein, Buyer will be vested with good, valid and marketable title to each of the Assets, free and clear of all liens, mortgages, pledges, imperfections of title, security interests, restrictions, prior assignments, encumbrances and claims of any kind or nature whatsoever (collectively, “ Liens ”). Except as set forth on Schedule 6(d) hereto, there are no Liens on any of the Assets as of the Closing Date.

(e) Absence of Certain Changes or Events . Since December 31, 2005, there has not been: (i) any event or circumstance which is reasonably likely to have a material adverse effect on the Assets (a “ Material Adverse Effect ”), (ii) any damage, destruction, or casualty loss, whether or not covered by insurance, to any Assets, (iii) any disposition or use of the Assets by Seller other than in the ordinary course of business consistent with past practice, or (iv) any Lien created on any Asset, other than the Liens referenced on Schedule 6(d) hereto.

(f) Compliance with Laws . The Business has been conducted, and is presently being conducted, in compliance with all applicable requirements of laws, ordinances, regulations and rules and all applicable requirements of governmental bodies and agencies having jurisdiction over Seller, except for such non-compliance as is not reasonably likely to have a Material Adverse Effect.

(g) Financial Reports . Attached as Schedule 6(g) are, with respect to the Assets, certain financial reports and/or customer information, including, without limitation, audited and unaudited financial information of Seller, previously delivered to Buyer, all of which are true and correct in all material respects. There are no material inaccuracies, undisclosed liabilities or discrepancies contained or reflected therein. Any financial or other projections delivered to Buyer referred to in this Section 6(g) represent the Seller’s and the Shareholders’ estimates and assumptions as to future performance, which the Seller and the Shareholders believe to be fair and reasonable as of the time made in the light of current and reasonably foreseeable business conditions and with the same availability of the equivalent expertise and effort.

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(h) Litigation; Consents . Except as set forth on Schedule 6(h) hereto, there is no action, suit, litigation, administrative or arbitration proceeding or formal governmental inquiry or investigation pending or, to the knowledge of Seller, threatened against Seller with respect to the Assets or the Business or which seeks to restrain or prohibit or otherwise challenges the execution, delivery and performance of this Agreement or the consummation, legality or validity of the transactions contemplated hereby. Seller is not in violation of any term of any judgment, decree, injunction or order entered by any court or governmental authority and outstanding against it relating to or with respect to the Business or any Asset. Except as set forth on Schedule 6(h) hereto, no consent, approval or authorization of or filing with any governmental authority or other third party on the part of Seller is required in connection with the execution, delivery and performance of this Agreement or the consummation of any of the transactions contemplated hereby.

(i) Employees . There are no pending or, to the knowledge of Seller, threatened strikes, work stoppages, slowdowns, grievances or other labor disputes with respect to individuals employed by Seller in connection with the Business. There are no pending or, to the knowledge of Seller, threatened complaints or charges with any federal, state or local governmental agency or court with respect to any individual or group of individuals employed by Seller in connection with the Business alleging employment discrimination, wrongful termination, any unfair labor practice charges or any other employment-related claim. To the knowledge of Seller, no individuals employed by Seller in connection with the Business are represented by any labor organization with respect to their employment by Seller, and no group of such individuals or labor organization with respect to such individuals have made a demand for recognition or have filed a petition seeking a representation proceeding with the National Labor Relations Board within the past two years.

(j) Environmental Matters . To the knowledge of Seller, the operations of the Business are in compliance in all material respects with all applicable federal, state, local or other governmental statutes, codes, rules, regulations, ordinances, decrees, orders or other requirements of law relating to the protection of human health and safety or the environment (collectively, “ Environmental Laws ”) and all permits issued pursuant to Environmental Laws.

(k) Taxes . Except as set forth on Schedule 6(k) hereto, Seller has accurately prepared and duly and timely filed all tax returns required to be filed by Seller or on behalf of Seller on or prior to the date hereof. Except as set forth on Schedule 6(k) hereto, all taxes owed by or with respect to Seller (whether or not shown on any tax return) have been paid in full. The Seller is not currently the beneficiary of any extension of time within which to file any tax return. Except as set forth on Schedule 6(k) hereto, no deficiencies for any taxes have been asserted or assessed against Seller which remain unpaid. There are no tax Liens upon any of the Assets of Seller. All amounts required to be withheld by Seller (including from employees of Seller for income taxes, social security and other payroll taxes) have been collected and withheld and have been paid to the respective governmental agencies. None of the Assets is treated as being owned by a person other than Seller for tax purposes.

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For purposes of this Agreement, the term (i) ”tax” shall mean all taxes, levies or other like assessments, charges or fees, including, without limitation, income, gross receipts, excise, value added, real or personal property, withholding, asset, sales, use, license, payroll, transaction, capital, business, corporation, employment, net worth and franchise taxes, or other governmental taxes imposed by or payable to the United States of America or any State, local or foreign governmental entity, whether computed on a separate, consolidated, unitary, combined or any other basis, including liability arising as a transferee or successor-in-interest; and in each instance such term shall include any interest, penalties or additions to tax attributable to any such tax; and (ii) ”tax return” shall mean any return, declaration, report, claim for refund, information return or statement relating to taxes, including any schedules or attachments thereto, and including any amendment thereof.

(l) Permits and Approvals . Seller has all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities (collectively, the “ Permits ”) necessary or required for the conduct of the Business as presently conducted by Seller. Within the past eighteen months, Seller has not received a written notice alleging a violation or probable violation or notice of revocation or other written communication from or on behalf of any governmental entity, which violation has not been corrected or otherwise settled, alleging (i) any violation of any Permit or (ii) that Seller requires any Permit not currently held by Seller.

(m) Inventory . Seller has no inventory.

(n) Tangible Assets . Schedule 6(n) lists all servers, desktop computers, laptop computers, computer hardware and other office equipment owned or leased by Seller (wherever located and whether or not carried on Seller’s books).

(o) Employee Benefit Plans . Set forth in Schedule 6(o) is an accurate and complete list of each domestic and foreign employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder (“ ERISA ”), whether or not subject to ERISA, and each stock option, stock appreciation right, restricted stock, stock purchase, stock unit, performance share, incentive, bonus, profit-sharing, savings, deferred compensation, health, medical, dental, life insurance, disability, accident, supplemental unemployment or retirement, employment, severance or salary or benefits continuation or fringe benefit plan, program, arrangement, agreement or commitment (whether written or oral) maintained by the Seller or any affiliate thereof (including, for this purpose and for the purpose of all of the representations in this Section 6(o) , any predecessors to the Seller or its affiliates and all employers (whether or not incorporated) that would be treated together with the Seller or any such affiliate as a single employer within the meaning of Section 414 of the Internal Revenue Code (the “ Code ”) or to which the Seller or any affiliate thereof contributes (or has any obligation to contribute), has any liability or is a party) (collectively, the “ Employee Benefit Plans ”). Seller does not maintain, sponsor or contribute to or have liability in respect of and has not maintained, sponsored or contributed to, or had any liability with respect to and does not have any obligation to maintain, sponsor or contribute to any Employee Benefit Plan.

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(p) Investment . Seller and each Shareholder (a) understands that the Buyer Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (b) Buyer is acquiring the Buyer Shares solely for its own account and not with a view to the distribution thereof except in connection with Seller’s plan of liquidation and otherwise in compliance with the Securities Act, (c) is a sophisticated investor with knowledge and experience in business and financial matters, (d) has received certain information concerning Buyer, including, without limitation, Buyer’s Form 10-K for the fiscal year ended December 31, 2005 filed with the Securities and Exchange Commission (the “ SEC ”) and each other current or periodic report filed with the SEC since December 31, 2005 and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in acquiring and holding the Buyer Shares, (e) is able to bear the economic risk and lack of liquidity inherent in holding the Buyer Shares, (f) was at no time presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising relating to Buyer or any investment in the Buyer Shares and (g) is an “accredited investor” for purposes of the Securities Act and any applicable state securities laws, or has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.

(q) Intellectual Property . Schedule 6(q) sets forth each and every item of Intellectual Property owned by the Seller included in the Assets, except that (1) copyrights which are not the subject of a registration or application therefor, and (2) items included in subsection (5) of the definition of Intellectual Property contained in Section 1(c) herein shall be listed only if they are material to the Assets; provided, however, that Schedule 6(q) shall not set forth those items included in subsection (6) of the definition of Intellectual Property contained in Section 1(c).

(i) Additionally, Schedule 6(q) sets forth each and every item of Intellectual Property material to the Business and included in the Assets that is licensed by the Seller as licensor and that has not been terminated, together with the (i) owner, (ii) the licensee, (iii) the jurisdiction(s) where licensed for use, (iv) the royalty or other fees payable by the licensee, and (v) the license agreement, listed by date of earliest expiry, with respect to each such item.

(ii) Additionally, Schedule 6(q) sets forth each and every material license or other material agreement that has not been terminated by which the Seller has obtained rights with respect to any Intellectual Property included in the Assets (other than licenses arising from the purchase or other lawful acquisition or use of standard “off the shelf” products), together with the (i) identity of the licensor, (ii) the type of rights licensed, (iii) the Intellectual Property licensed, (iv) the royalty or other fees payable by the Seller and (v) the license agreement listed by date of earliest expiry.

(iii) The Intellectual Property and rights under licenses and agreements set forth on Schedule 6(q) includes all Intellectual Property rights necessary or material to the Business and the Assets on the Closing Date other than “off the shelf” products and, other than “off the shelf” products, the Seller uses no Intellectual Property included in the Assets which is

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not owned by the Seller or licensed under an agreement listed on Schedule 6(q) . The Assets or the Seller’s use thereof do not violate, infringe, misappropriate or misuse any Intellectual Property rights.

(iv) Except as is set forth on Schedule 6(q) , each item of Intellectual Property included in the Assets listed on Schedule 6(q) , that is shown on said Schedule as registered, filed, issued or applied by, for, or on behalf of Seller, has been duly and validly registered in, filed in or issued by, the official governmental registrars and/or issuers (or officially recognized issuers) of patents, trademarks, copyrights or Internet domain names, in the various jurisdictions (national and local) indicated on such Schedule, and except as set forth on such Schedule, each such registration, filing, application and/or issuance (a) has not been abandoned, canceled or otherwise transferred or assigned, (b) has been maintained effective by all requisite filings, renewals and payments, and (c) remains in full force and effect as of the Closing Date. Except as set forth on Schedule 6(q) , there are no actions that must be taken or payments that must be made by the Seller or Buyer with respect to each such registration, filing, application and/or issuance within one hundred and eighty (180) days following the Closing Date that, if not taken, would adversely affect the applicable Intellectual Property or the right of the Seller or Buyer to use same as and where used as of the Closing Date. Except for “off the shelf” products or the Intellectual Property listed under Section 6(q)(ii)  above, the Seller has the exclusive right to file, prosecute and maintain all applications and registrations with respect to the Intellectual Property set forth on Schedule 6(q) .

(v) Copies of all items of Seller’s Intellectual Property included in the Assets which have been reduced to writing or other tangible form have been delivered by the Seller to Buyer (including true and complete copies of all related licenses, and amendments and modifications thereto) or, in the case of “off-the-shelf products”, are otherwise referenced in Schedule 6(q) .

(vi) With respect to each item of Intellectual Property listed on Schedule 6(q) , no notice of a material default of a license has been sent or received by the Seller which default remains uncured, and the execution, delivery or performance of the Seller’s obligations hereunder and under the other instruments and agreements to be executed and delivered as contemplated hereby will not result in such a default. Each such license agreement is a legal, valid and binding obligation of the Seller and the relevant other parties thereto, enforceable in accordance with the terms thereof and the transactions contemplated by this Agreement will not breach the terms thereof.

(vii) Except as set forth on Schedule 6(q) , the Seller has not received any notice of any claim, or a threat of any claim, from any third party, and no third party claims are pending (i) challenging the right of the Seller to use any Intellectual Property included in the Assets or alleging any violation, infringement, misuse or misappropriation by the Seller of such Intellectual Property or indicating that the failure to take a license would result in any such claim, or (ii) challenging the ownership rights of the Seller in any such Intellectual Property or asserting any opposition, interference, invalidity, termination, abandonment, unenforceability, or other infirmity of any such Intellectual Property.

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(viii) Except as set forth on Schedule 6(q) , the Seller has not made any claim of a violation, infringement, misuse or misappropriation by any third party (including any employee, consultant, or contractor or former employee, consultant, or contractor of the Seller) of the Seller’s rights to, or in connection with, any Intellectual Property included in the Assets. Except as set forth on Schedule 6(q) , the Seller has not entered into any agreement to indemnify any other person against any charge of infringement of any such Intellectual Property, other than indemnification provisions contained in purchase orders or license agreements arising in the ordinary course of business.

(ix) With respect to consultants, contractors and employees (collectively, “ Workers ”) who contributed to the creation or development of Seller’s Intellectual Property included in the Assets the Seller has secured valid written assignments from all such Workers of the rights to such contributions that the Seller does not already own by operation of law.

(x) Except as set forth on Schedule 6(q) , the Seller has taken all necessary and reasonable steps to protect and preserve the confidentiality of all the Seller’s trade secrets (and other proprietary and confidential information) included in the Assets, including know-how, source codes, databases, data collections, customer lists, schematics, ideas, algorithms and processes. To the knowledge of the Seller or the Shareholders, the Seller has not breached any agreements of non-disclosure or confidentiality and is not currently alleged or claimed to have done so.

(r) Brokers and Finders Fees . Except as set forth on Schedule 6(r) ,