ASSET PURCHASE AGREEMENT

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                                                                   Exhibit 10.47

                            ASSET PURCHASE AGREEMENT
                            ------------------------

        ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of July 24, 2006,
by and between Bray Web Development, Inc., a Florida corporation, ("Buyer"), and
eCalton.com, Inc., a Florida corporation and wholly-owned subsidiary of Calton,
Inc. ("eCalton" or "Seller").

        WHEREAS, Buyer and eCalton deem it advisable and in the best interests
of their respective stockholders to consummate, and approve, the transaction
provided for herein pursuant to which Buyer will acquire substantially all of
the assets of eCalton (the "Purchase");

        WHEREAS, eCalton is in the business of providing Internet business
services, including Website development and hosting, consulting, and programming
(the "Business");

        NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:

                                   ARTICLE I

                           SALE AND PURCHASE OF ASSETS

        Section 1.01. SALE AND PURCHASE OF ASSETS. Subject to the terms and
conditions of this Agreement, at the closing referred to in Section 2.02 (the
"Closing"), eCalton shall sell, assign, transfer, convey and deliver to Buyer,
and Buyer shall purchase, acquire and accept from eCalton, all of eCalton's
right, title and interest in and to all of the assets, properties and goodwill
owned by eCalton constituting or used in the Business (but excluding those
assets referred to in Section 1.02 and listed in Section 1.02 of the eCalton
Disclosure Schedule annexed hereto as Exhibit 1.01 (the "eCalton Disclosure
Schedule"), with such changes, deletions or additions thereto as may occur from
the date hereof to the Closing in the ordinary course of business and consistent
with the terms and conditions of this Agreement (the "Assets") including,
without limitation, the following:

        (a)      all the furnishings, furniture, office supplies, tools,
machinery and equipment and other fixed assets owned by eCalton and used in the
Business (the "Equipment");

        (b)      all quantities of inventory, including component parts and work
in progress and any warranty associated therewith (the "Inventory");

        (c)      all contracts, agreements, leases, arrangements and/or
commitments of any kind, whether oral or written, which relate to the Business
or Assets, including without limitation those contracts listed in Section 1.01
(c) of the eCalton Disclosure Schedule (the "Contracts"); Buyer shall receive a
credit against the Purchase price specified in Section 2.01 for the unearned
portion of any prepaid customer deposits for work not yet completed on
Contracts, including the unearned portion of deposits for web development
projects and pre-paid web hosting fees calculated on a percentage of completion
basis. Buyer shall also be entitled to collect the unearned portion of any
accounts receivable associated with Contracts executed for which deposits have
not been received by Seller calculated on a percentage of completion basis. If

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Buyer collects receivables earned by Seller prior to closing, Buyer agrees to
remit Seller's portion to Seller upon receipt.

        (d)      all customer lists, files and documents (including credit
information) relating to customers and vendors of the Business, and other
business and financial records, files, books and documents relating to the
Assets and/or the Business;

        (e)      company Web sites and domain names, including without limitation
ecalton.com, backoffice.ecalton.com, metatiki.com, privategates.com and
sebastianfl.com.

        (f)       all patents, trademarks and trade names and applications
therefore which are owned by eCalton and used in the Business;

        (g)      municipal, state and federal franchises, licenses,
authorizations and permits of the Business (collectively, the "Permits");

        (h)      all computers, computer programs, computer databases, hardware
and software owned or licensed by eCalton and used in the Business;

        Section 1.02. EXCLUDED ASSETS. The parties to this Agreement expressly
understand and agree that eCalton is not selling, assigning, transferring or
conveying to Buyer the assets, rights and properties described in Section 1.02
of the eCalton Disclosure Schedule, which shall be excluded from the
transactions contemplated by this Agreement (the "Excluded Assets"). Buyer shall
be acquiring the right to use the name "eCalton.com, Inc." for a period of two
years after Closing. Buyer shall cease using such name upon the second
anniversary of the Closing Date. Notwithstanding the foregoing, immediately
following the Closing Date, Buyer shall notify all then existing clients,
customers, and vendors, and shall prominently display in all printed matter,
stationary, and web advertising the fact that eCalton and eCalton.com are no
longer affiliated with Calton, Inc. Buyer shall not be acquiring any bank
account, credit or charge card account, or electronic payment service account
(i.e. "Paypal") of Seller. If Buyer wishes to use any account of this type, it
must establish new accounts to be effective upon Closing.

        Section 1.03. ASSIGNMENT OF CONTRACTS AND PERMITS. eCalton shall assign
to Buyer, and Buyer shall assume, as of the Closing, all of the rights and
obligations of eCalton under the Contracts and the Permits.

        Section 1.04. CERTAIN LIABILITIES ASSUMED BY BUYER. Buyer assumes the
liability for all Contracts for which a prepaid customer deposit is received
under Section 1.01(c). Buyer also assumes all Contracts executed for which
deposits have not yet been received by Seller under Section 1.01(c). Buyer
agrees to indemnify and hold eCalton harmless from any and all liability in
connection with the Contracts so assumed by Buyer.

        Section 1.05. EXCLUDED LIABILITIES. Except to the extent specifically
assumed hereunder and subject to the indemnification provisions of Article VII
hereof, the parties to this Agreement expressly understand and agree that Buyer
is not assuming and shall not be liable for any of the liabilities and
obligations of eCalton, including but not limited to the following, which are

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expressly excluded from the liabilities and obligations being assumed by Buyer
hereunder (hereinafter referred to as "Excluded Liabilities"):

        (a)      any obligation or liability of eCalton arising out of this
Agreement, any agreement entered into in connection herewith or the transactions
contemplated hereby or thereby;

        (b)      any liabilities or obligations of eCalton for the fees and
expenses of its counsel, accountants and other experts and all other expenses
incurred by eCalton incident to the negotiation, preparation and execution of
this Agreement and the performance by eCalton of its obligations hereunder;

        (c)      any liabilities or obligations under any Benefit Plans (as
defined in Section 3.01(g));

        (d)      any liabilities or obligations of eCalton arising out of or
resulting from any business, activity, course of conduct, action or omission
before, on or after the Closing Date not specifically assumed hereunder by
Buyer;

        (e)      any liability for (i) severance pay or other remuneration or
liability due to employees of eCalton by reason of termination of their
employment or (ii) amounts payable to employees of eCalton in respect of
operations of eCalton prior to the Closing Date, including amounts payable
pursuant to employee benefit plans (including pension plans) of eCalton or under
federal or state laws governing such plans, and employee expense accounts
relating to the operations of eCalton prior to the Closing Date;

        (f)      any liability for indebtedness owed to Shareholders; and

        (g)      any liability or obligation incurred prior to the Closing Date.

        Section 1.06. FURTHER ASSURANCES.

        (a)      From and after the Closing, upon request of Buyer, eCalton shall
do, execute, acknowledge and deliver all such further acts, assurances, deeds,
assignments, transfers, conveyances and other instruments and papers as may be
required to sell, assign, transfer, convey and deliver to and vest in Buyer, and
protect its right, title and interest in and employment of, all the Assets
intended to be sold, assigned, transferred, conveyed and delivered to Buyer
pursuant to this Agreement, and as otherwise may be appropriate to carry out the
transactions contemplated in this Agreement.

        (b)      From and after the Closing, upon request of eCalton, Buyer shall
do, execute, acknowledge and deliver all such further acts, assurances,
assumptions, assignments and other instruments and papers as may be reasonably
required to assume and vest in Buyer all the Assumed Liabilities, and as
otherwise may be appropriate to carry out the transactions contemplated in this
Agreement. eCalton agrees to cooperate with Buyer to effect such assumption.

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        Section 1.07 EMPLOYEES. Seller will not interfere with Buyer's efforts
to hire Seller's employees assigned to the Business (the "Business Employees").
Seller will offer all Business Employees the option of either receiving the
value of any accrued paid time off as of the Closing Date paid to them in cash
or having Buyer assume the obligation of such employee's accrued paid time off.
For those employees who elect to have Buyer assume their accrued paid time off,
Seller shall apply a credit to Buyer against the Purchase Price hereunder equal
to the accrued paid time off of such employees as of the Closing date. Buyer
shall then be obligated to honor the accrued time off for those employees who
elected to have Buyer assume such obligation.

        Section 1.08 FINANCING CONTINGENCY. Buyer and Seller agree that Buyer's
obligation hereunder will be contingent upon obtaining a loan guaranteed by the
United States Small Business Administration (SBA) in order to fund a portion of
the amount due at Closing and to provide working capital. Buyer has completed
all applications required for such loan and has requested that the lender (1)
notify Seller, in writing, of the fact that the application has been completed;
and (2) notify the Seller in writing, that the application has been approved.

        Following Buyer's submission of Buyer's loan application, Seller will
cooperate with Buyer in providing information required by the lender, provided,
however, that if the lender requests information that requires additional
efforts on the part of Seller's outside auditors or accountants, Seller agrees
to consent to use of Seller's information in order to provide such information,
however, Buyer shall be required to separately engage the services of such
auditors or accountants in order to compile such information.

        Section 1.09 AGREEMENT NOT TO COMPETE. eCalton agrees that it will not,
directly or indirectly, engage in any Competitive Activity (as hereafter
defined) until three (3) years following the Closing Date. For purposes hereof,
"COMPETITIVE ACTIVITY" means (i) the manufacture, sale, distribution or
provision, directly or indirectly, of products or services related to the
Business being purchased by Buyer , (ii) the solicitation or inducement of any
employee of the Buyer to leave his or her employment with the Buyer or the
hiring of any such employee and (iii) requesting or advising any Customer to
withdraw, curtain or cancel its business with the Buyer. As used herein,
"CUSTOMER" means any person or entity that is or has been a customer of the
Seller at any time since July 1, 1996, but does not include Calton, Inc. or any
of its Affiliates. Customer also includes any prospective customer to whom a
formal business presentation or proposal was made within a period of ONE (1)
YEAR prior to the Closing Date.

        The invalidity or nonenforceability of this Section 1.09 in any respect
shall not affect the validity or enforceability of this Section 1.09 in any
other respect, or of any other provision of this Agreement. In the event that
any provision of this Section 1.09 shall be held invalid or unenforceable by a
court of competent jurisdiction by reason of the scope or the duration thereof
or for any other reason, such invalidity or uneforceability shall attach only to
the particular aspect of such provision found invalid or unenforceable as
applied and shall not affect or render invalid or unenforceable any other
provision of this Section 1.09 enforcement of such provision in other
circumstance, and, to the fullest extent permitted by law, shall be construed as
if the scope or the duration of such provision or other basis on which such
provision has been challenged had been more narrowly drafted so as not to be
invalid or unenforceable.

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                                   ARTICLE II

                             PURCHASE PRICE; CLOSING

        Section 2.01. PURCHASE PRICE. The purchase price (the "Purchase Price")
for the Assets shall be $250,000, minus the credits specified in Sections
1.01(c) and 1.07. The final amount of the credits and the amount payable at
closing will be determined no later than the close of business on July 25, 2006,
and will be included in a separately signed addendum to this agreement. The
purchase price shall be allocated to the assets being sold and purchased as
specified in Schedule A attached hereto.

        Section 2.02. DATE OF CLOSING. The Closing shall take place on July 31,
2006 (or at such other place as the parties may agree in writing) on a date
mutually designated by eCalton and Buyer. The date on which the Closing is held
is referred to in this Agreement as the "Closing Date." The closing shall be
effective as of 12:01 a.m. on the day following the closing date. Such time
shall be referred to as the "Effective Time."

        Section 2.03. DEPOSIT. Buyer has placed with the law firm of Rossway
Moore & Taylor ("Escrow Agent") a deposit in the amount of $20,000. Such deposit
shall be held by the Escrow Agent and applied towards the purchase price at
Closing. In the event that Buyer applies for, but is not approved for a loan
referred to in paragraph 1.08, such deposit shall be returned to Buyer upon
showing proof of the loan denial.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

        Section 3.01. REPRESENTATIONS AND WARRANTIES OF ECALTON. Except as set
forth in the corresponding sections or subsections of the eCalton Disclosure
Schedule, eCalton represents and warrant to Buyer, that:

        (a)      ORGANIZATION, GOOD STANDING AND QUALIFICATION. eCalton is a
corporation duly organized and validly existing under the laws of the State of
Florida. eCalton has all requisite power and authority to own and operate its
properties and assets and to carry on its business as presently conducted and is
qualified to do business and is in good standing in each jurisdiction where the
ownership or operation of its properties or conduct of its business requires
such qualification, except where the failure to be so qualified or in good
standing is not, when taken together with all other such failures, reasonably
likely to have a material adverse effect on it.

        (b)       AUTHORITY; APPROVAL. eCalton has all requisite power and
authority and has taken all action necessary in order to execute, deliver and
perform its obligations under this Agreement and to consummate the transactions
contemplated hereby. eCalton has duly executed this Agreement. This Agreement
is a valid and binding agreement of eCalton enforceable against eCalton in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, fraudulent conveyance, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles (the "Bankruptcy and

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Equity Exception"). The Board of Directors of eCalton has unanimously approved
this Agreement and the transactions contemplated hereby.

        (c)      GOVERNMENTAL FILINGS; NO VIOLATIONS.

                (i)      The execution, delivery and performance of this
Agreement by eCalton does not, and the consummation by eCalton of the
transactions contemplated hereby will not, constitute or result in (A) a breach
or violation of, or a default under, eCalton's Organizational Documents, (B) a
breach or violation of, or a default under, the acceleration of any obligations
or the creation of a lien, pledge, security interest or other encumbrance on
eCalton's assets (with or without notice, lapse of time or both) pursuant to,
any agreement, lease, contract, note, mortgage, indenture, arrangement or other
obligation ("Contracts") binding upon eCalton or any Law (as defined in Section
3.01(i)) or governmental or non-governmental permit or license to which eCalton
is subject or (C) any change in the rights or obligations of eCalton under any
of its Contracts.

        (d)      FINANCIAL STATEMENTS. eCalton has delivered to Buyer copies of
the following financial statements: consolidated balance sheets of eCalton at
November 30, 2003, 2004 and 2005 and April 30, 2006, consolidated statements of
income of eCalton for the year ended November 30, 2003, 2004 and 2005 and the
five months ended April 30, 2006 and consolidated statements of cash flow for
the year ended November 30, 2003, 2004 and 2005 and the five months ended April
30, 2006 (the "eCalton Financial Statements"). The eCalton Financial Statements
have been prepared in accordance with generally accepted accounting principles
("GAAP") applied on a consistent basis during the periods involved (except as
may be indicated in the notes thereto) and fairly present the financial position
of eCalton as of the dates thereof and the results of its operations and cash
flows for the periods indicated.

        (e)      ABSENCE OF CERTAIN CHANGES. To eCalton's knowledge, there has
not been (i) any change in the financial condition, properties, prospects,
business or results of operations of eCalton, except those changes that are not,
individually or in the aggregate, reasonably likely to have a material adverse
effect on it; (ii) any damage, destruction or other casualty loss with respect
to any asset or property owned, leased or otherwise used by it, whether or not
covered by insurance, which damage, destruction or loss is reasonably likely,
individually or in the aggregate, to have a material adverse effect on eCalton;
or (iii) any change by eCalton in accounting principles, practices or methods.
Since April 30, 2006, there has not been any increase in the compensation
payable or that could become payable by eCalton to officers or key employees or
any amendment of any of its Benefit Plans other than increases or amendments in
the ordinary course.

        (f)      LITIGATION AND LIABILITIES. To eCalton's knowledge, there are no
(i) civil, criminal or administrative actions, suits, claims, hearings,
investigations or proceedings pending or, to eCalton's knowledge, threatened
against eCalton or any of its Affiliates (which term, as used in this Agreement,
shall be as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended) or (ii) obligations or liabilities, whether or not accrued, contingent
or otherwise, including those relating to matters involving any Environmental
Law (as defined in Section 3.01(i)), or any other facts or circumstances, in
either such case, of which eCalton has

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knowledge that is reasonably likely to result in any claims against or
obligations or liabilities of it or any of its Affiliates.

        (g)      EMPLOYEES AND EMPLOYEE BENEFITS. To eCalton's knowledge, the
consummation of transactions contemplated by this Agreement will not (x)
accelerate the time of payment or vesting or trigger any payment of compensation
or benefits under, increase the amount payable or trigger any other material
obligation pursuant to, any of its Benefit Plans or (y) result in any breach or
violation of, or a default under, any of eCalton's Benefit Plans.

        (h)      COMPLIANCE WITH LAWS. To eCalton's knowledge, the business of
eCalton has not been, and is not being, conducted in violation of any law,
statute, ordinance, regulation, judgment, order, decree, injunction, arbitration
award, license, authorization, opinion, agency requirement or permit of any
Governmental Entity or common law (collectively, "Laws"). No investigation or
review by any Governmental Entity with respect to eCalton is pending or, to
eCalton's knowledge, threatened, nor has any Governmental Entity indicated an
intention to conduct the same. To eCalton's knowledge, no material change is
required in eCalton's processes, properties or procedures in connection with any
such Laws, and it has not received any notice or communication of any material
noncompliance with any such Laws that has not been cured as of the date hereof.
eCalton has all permits, licenses, franchises, variances, exemptions, orders and
other governmental authorizations, consents and approvals (collectively,
"Permits"), necessary to conduct its business as presently conducted. Each of
such Permits is listed in Section 3.01(h) of the eCalton Disclosure Schedule.

        (i)      ENVIRONMENTAL MATTERS. To eCalton's knowledge, except for such
matters that, alone or in the aggregate, are not reasonably likely to have a
material adverse effect on it: (i) eCalton has complied with all applicable
Environmental Laws (as defined below); (ii) the properties currently owned or
operated by eCalton (including soils, groundwater, surface water, buildings or
other structures) are not contaminated with any Hazardous Substances (as defined
below); (iii) the properties formerly owned or operated by eCalton were not
contaminated with Hazardous Substances during the period of ownership or
operation by it or any of its Subsidiaries; (iv) eCalton is not subject to
liability for any Hazardous Substance disposal or contamination on any third
party property; (v) eCalton has not been associated with any release or threat
of release of any Hazardous Substance; (vi) eCalton has not received any notice,
demand, letter, claim or request for information alleging that it may be in
violation of or liable under any Environmental Law; (vii) eCalton is not subject
to any orders, decrees, injunctions or other arrangements with any Governmental
Entity or is subject to any indemnity or other agreement with any third party
relating to liability under any Environmental Law or relating to Hazardous
Substances; and (viii) there are no circumstances or conditions involving
eCalton that could reasonably be expected to result in any claims, liability,
investigations, costs or restrictions on the ownership, use, or transfer of any
of its properties pursuant to any Environmental Law.

        As used herein, the term "Environmental Law" means any Law relating to
pollution (or the clean up of the environment), or the protection of air,
surface water, groundwater, drinking water, land (surface or subsurface), human
health, the environment or any other natural resource or the use, storage,
recycling, treatment, generation, processing, handling, production or disposal
of Hazardous Materials, including the Comprehensive Environmental Response,
Compensation

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and Liability Act of 1980, as amended, 42 USC ss.ss.9601 ET SEQ. and 40 CFR
ss.ss.302.1 ET SEQ., and regulations thereunder; the Federal Clean Air Act, as
amended, 42 USC ss.ss.7401 ET SEQ., and regulations thereunder; the Resource
Conservation and Recovery Act, 42 USC ss.ss.6901 ET SEQ., as amended, And
regulations thereunder; and the Federal Water Pollution Control Act, 33 USC
ss.ss.1251 ET SEQ., as amended, And regulations thereunder.

        As used herein, the term "Hazardous Substance" means any asbestos
containing materials, mono- and polychlorinated biphenyls, urea formaldehyde
products, radon, radioactive materials, any "hazardous substance", "hazardous
waste", "pollutant", "Toxic Pollutant", "oil" or "contaminant" as used in, or
defined pursuant to any Environmental Law, and any other substance, waste,
pollutant, contaminant or material, including petroleum products and
derivatives, the use, transport, disposal, storage, treatment, recycling,
handling, discharge, release, threatened release, discharge or emission of which
is regulated or governed by any Environmental Law.

        (j)      TAXES. eCalton has prepared in good faith and duly and timely
filed (taking into account any extension of time within which to file) all
material Tax Returns (as defined below) required to be filed by it and all such
filed tax returns are complete and accurate in all material respects and: (i)
eCalton has paid all Taxes (as defined below) that are shown as due on such
filed Tax Returns or that eCalton is obligated to withhold from amounts owing to
any employee, creditor or third party, except with respect to matters contested
in good faith or for such amounts that, alone or in the aggregate, are not
reasonably likely to have a material adverse effect on it; (ii) as of the date
hereof, there are not pending or, to eCalton's knowledge, threatened, any
audits, examinations, investigations or other proceedings in respect of Taxes or
Tax matters; and (iii) there are not, to eCalton's knowledge, any unresolved
questions or claims concerning eCalton's Tax liability that are reasonably
likely to have a material adverse effect on it. eCalton has no liability with
respect to Taxes in excess of the amounts accrued in respect thereof that are
reflected in its consolidated balance sheet as of November 30, 2005.

        As used in this Agreement, (i) the term "Tax" (including, with
correlative meaning, the terms "Taxes", and "Taxable") includes all federal,
state, local and foreign income, profits, franchise, gross receipts,
environmental, customs duty, capital stock, severance, stamp, payroll, sales,
employment, unemployment, disability, use, property, withholding, excise,
production, value added, occupancy and other taxes, duties or assessments of any
nature whatsoever, together with all interest, penalties and additions imposed
with respect to such amounts and any interest with respect to such penalties and
additions, and (ii) the term "Tax Return" includes all returns and reports
(including elections, declarations, disclosures, schedules, estimates and
information returns) required to be supplied to a Tax authority relating to
Taxes.

        (k)      LABOR MATTERS. To eCalton's knowledge, eCalton is not the
subject of any proceeding asserting that it has committed an unfair labor
practice or is seeking to compel it to bargain with any labor union or labor
organization nor is there pending or, to the knowledge of its executive
officers, threatened, nor has there been for the past five years, any labor
strike, dispute, walkout, work stoppage, slow-down or lockout involving it.

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        (l)      SECURITIES LAW COMPLIANCE. Each outstanding share of eCalton's
capital stock has been issued pursuant to applicable exemptions from
registration under the Securities Act of 1933 or applicable state "blue sky"
laws.

        (m)      NO DEFAULT. To eCalton's knowledge, eCalton is not and currently
does not expect to be in the future, in violation or breach of or in default
under, and no conditions exist that, with the giving of notice or the lapse of
time or both, would constitute a default under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, contract,
agreement or other instrument or obligation to which eCalton is a party or by
which it or any of its properties or assets may be bound.

        (n)      PROPERTY. To eCalton's knowledge, Section 3.01(n) of the eCalton
Disclosure Schedule lists all leases of real and personal property to which
eCalton is a party, except for leases of personal property which are not
material to its operations. eCalton (i) has good and marketable title in fee
simple to, or valid existing leases for, all real property used in the operation
or conduct of its business and (ii) owns, leases or rents all the machinery,
equipment, furniture, fixtures and all other capital assets used in the conduct
of its business and has good and marketable title or valid existing leases for
all such machinery, equipment, furniture and fixtures. To eCalton's knowledge,
except as disclosed in Section 3.01(n) of the eCalton Disclosure Schedule, all
real and personal properties owned by eCalton are owned by it free and clear of
all mortgages, liens, charges or encumbrances of any nature whatsoever. To
eCalton's knowledge, all leases to which eCalton is a party are valid and
effective in accordance with their terms and except as set forth in Section
3.01(n) of the eCalton Disclosure Schedule or defaults not reasonably likely to
have a material adverse effect on it, there is not, under any leases for real or
personal property, any existing default by eCalton or, to the best knowledge of
eCalton, by any other party, nor to the best knowledge of eCalton, is there any
event which with notice or lapse of time or both would constitute such a
default. Each such parcel of real property owned or leased by eCalton is in
compliance with all applicable zoning, building, health and safety laws,
ordinances, and regulations and all applicable Environmental Laws. To eCalton's
knowledge, all real property and fixtures and all personal property and assets,
excluding inventory, used by eCalton in its operations and business are and at
the Closing will be sufficient to operate the business of eCalton, as the case
may be, as conducted on the date hereof, and, except for normal wear and tear,
will be in as good condition and repair as they were on the date hereof.

        (o)      INTELLECTUAL PROPERTY RIGHTS. To eCalton's knowledge, Section
3.01(o) of the eCalton Disclosure Schedule contains an accurate and complete
description of all domestic and foreign patents, trademarks, trademark
registration, service marks, service marks registration, logos, trade names,
assumed names, copyrights and copyright registrations and all applications
therefore, presently owned or held by eCalton or under which eCalton owns or
holds any license, or in which eCalton owns or holds any direct or indirect
interest, and no others are necessary for the conduct of the present business of
eCalton. To eCalton's knowledge, no products, sold by eCalton, nor any patents,
formulae, know-how, secrets, trademarks, trademark registrations, service marks,
service marks registration, logos, trade names, assumed names, copyrights,
copyright registrations, or designation used or licensed for use in eCalton's
business, infringe on any patents, trademarks, licenses, or copyrights, or any
other rights, of any Person. To eCalton's

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<PAGE>

knowledge, eCalton is the sole owner of, has the sole and exclusive right to
use, has the right and power to sell, and has taken all reasonable measures to
maintain and protect, the patents, trademarks, trademark registrations, logos,
trade names, assumed names, copyrights, copyright registrations, service marks
and service mark registrations listed in Section 3.01(o) of the eCalton
Disclosure Schedule. To eCalton's knowledge, except as set forth in Section
3.01(o) of the eCalton Disclosure Schedule, no claims have been asserted against
eCalton in writing by any person and received by it challenging the use of any
such patents, trademarks, trademark registrations, service marks, service mark
registrations, logos, trade names, assumed names, copyrights and copyright
registrations or challenging or questioning the validity or effectiveness of any
such license or agreement, or the use of any formula, know-how or secrets used
in its business and, to eCalton's knowledge, there is no valid basis for any
such claims. To eCalton's knowledge, except as set forth in Section 3.01(o) of
the eCalton Disclosure Schedule, no other party is infringing on the patents,
trademarks, trademark registrations, logos, trade names, assumed names,
copyrights