ASSET PURCHASE AGREEMENT

EXHIBIT 10.5

ASSET PURCHASE AGREEMENT

dated October 15, 2007

by and among

BEACON ENTERPRISE SOLUTIONS GROUP, INC.,

and

ADVANCE DATA SYSTEMS, INC.

D/B/A

ADSNETCURVE

and

the Shareholders of Advance Data Systems, Inc.

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TABLE OF CONTENTS

Page

ARTICLE I THE ASSET PURCHASE.......................................1

1.1 Purchase and Sale of Assets..................................1

1.2 Assumption of Liabilities....................................1

1.3 Purchase Price...............................................1

1.4 Escrow.......................................................2

1.5 The Closing..................................................2

1.6 Allocation...................................................3

1.7 Further Assurances...........................................3

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER.............4

2.1 Organization, Qualification and Corporate Power..............4

2.2 INTENTIONALLY DELETED

2.3 Authorization of Transaction.................................4

2.4 Noncontravention.............................................4

2.5 Subsidiaries.................................................5

2.6 Financial Statements.........................................5

2.7 Absence of Certain Changes...................................5

2.8 Undisclosed Liabilities......................................5

2.9 Tax Matters..................................................5

2.10 Ownership and Condition of Assets............................7

2.11 Owned Real Property..........................................7

2.12 Real Property Leases.........................................7

2.13 Intellectual Property........................................8

2.14 Contracts...................................................10

2.15 Accounts Receivable.........................................11

2.16 Insurance...................................................12

2.17 Litigation..................................................12

2.18 Warranties..................................................12

2.19 Employees...................................................12

2.20 Employee Benefits...........................................13

2.21 Environmental Matters.......................................13

2.22 Legal Compliance............................................13

2.23 Customers and Suppliers.....................................13

2.24 Permits.....................................................14

2.25 Certain Business Relationships With Affiliates..............14

2.26 Brokers' Fees...............................................14

2.27 INTENTIONALLY DELETED

2.28 Disclosure..................................................14

2.29 INTENTIONALLY DELETED

2.30 Government Contracts........................................14

2.31 Securities Representations..................................15

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER.............15

(i)

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3.1 Organization and Corporate Power............................15

3.2 Authorization of the Transaction............................16

3.3 Noncontravention............................................16

3.4 Capitalization..............................................16

3.5 No Prior Activities.........................................17

3.6 Litigation..................................................17

ARTICLE IV PRE-CLOSING COVENANTS...................................17

4.1 Closing Efforts.............................................17

4.2 Governmental and Third-Party Notices and Consents...........17

4.3 Exclusivity.................................................18

4.4 Operation of Business.......................................18

4.5 Access to Information.......................................20

4.6 Notice of Breaches..........................................20

4.7 FIRPTA Tax Certificate......................................20

ARTICLE V CONDITIONS TO CLOSING...................................20

5.1 Conditions to Obligations of the Buyer......................20

5.2 Conditions to Obligations of the Seller.....................22

ARTICLE VI POST-CLOSING COVENANTS..................................23

6.1 Proprietary Information.....................................23

6.2 Solicitation and Hiring.....................................23

6.3 Non-Competition.............................................24

6.4 Tax Matters.................................................24

6.5 Sharing of Data.............................................25

6.6 Use of Name.................................................26

6.7 Cooperation in Litigation...................................26

6.8 Collection of Accounts Receivable...........................26

6.9 Employees...................................................26

6.10 Maintenance of Corporate Existence;

Distribution of Shares....................................27

ARTICLE VII INDEMNIFICATION.........................................27

7.1 Indemnification by the Seller...............................27

7.2 Indemnification by the Buyer................................27

7.3 Indemnification Claims......................................28

7.4 Survival of Representations and Warranties..................29

7.5 Treatment of Indemnity Payments.............................29

7.6 Limitations.................................................29

ARTICLE VIII TERMINATION.............................................30

8.1 Termination of Agreement....................................30

8.2 Effect of Termination.......................................31

ARTICLE IX DEFINITIONS.............................................31

ARTICLE X MISCELLANEOUS...........................................42

(ii)

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10.1 Press Releases and Announcements............................42

10.2 No Third Party Beneficiaries................................43

10.3 Entire Agreement............................................43

10.4 Succession and Assignment...................................43

10.5 Counterparts and Facsimile Signature........................43

10.6 Headings....................................................43

10.7 Notices.....................................................43

10.8 Governing Law...............................................44

10.9 Amendments and Waivers......................................44

10.10 Severability................................................44

10.11 Expenses....................................................45

10.12 Submission to Jurisdiction..................................45

10.13 Specific Performance........................................45

10.14 Construction................................................45

Exhibits

Exhibit A - Secured Promissory Note

Exhibit B - Security Agreement

Exhibit C - Bill of Sale

Exhibit D - Instrument of Assumption

Exhibit E - Opinion of Seller's Counsel

Exhibit F - Escrow Agreement

Exhibit G - Opinion of Buyer's Counsel

Schedules

Schedule 1.1(b) -Specified Excluded Assets

Schedule 1.6 -Allocation of Purchase Price

Schedule 2.8 - Assumed Accounts Payable

Schedule 6.9 -Employees To Be Offered Employment By Buyer

Disclosure Schedules

(iii)

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement is entered into as of October 15, 2007 by

and among BEACON ENTERPRISE SOLUTIONS GROUP, INC., an Indiana corporation (the

"Buyer"), ADVANCE DATA SYSTEMS INC. d/b/a ADSnetcurve, a Kentucky corporation

(the "Seller"), and the shareholders of Seller (each a "Shareholder" and

collectively, the "Shareholders").

This Agreement contemplates a transaction in which the Buyer will purchase

substantially all of the assets and assume certain of the liabilities of the

Seller.

Contemporaneously with the execution and delivery of this Agreement,

certain employees of the Seller have entered into employment agreements with the

Buyer, to become effective upon the Closing (the "Employment Agreements").

Capitalized terms used in this Agreement shall have the meanings ascribed

to them in Article IX.

In consideration of the representations, warranties and covenants herein

contained, the Parties agree as follows.

ARTICLE I

THE ASSET PURCHASE

1.1 Purchase and Sale of Assets.

(a) Upon and subject to the terms and conditions of this Agreement,

the Buyer shall purchase from the Seller, and the Seller shall sell, transfer,

convey, assign and deliver to the Buyer, at the Closing, for the consideration

specified below in this Article I, all right, title and interest in, to and

under the Acquired Assets.

(b) Notwithstanding the provisions of Section 1.1(a), the Acquired

Assets shall not include the Excluded Assets.

1.2 Assumption of Liabilities.

(a) Upon and subject to the terms and conditions of this Agreement,

the Buyer shall assume and become responsible for, from and after the Closing,

the Assumed Liabilities.

(b) Notwithstanding the terms of Section 1.2(a) or any other

provision of this Agreement to the contrary, the Buyer shall not assume or

become responsible for, and the Seller shall remain liable for, the Retained

Liabilities.

1.3 Purchase Price. The aggregate Purchase Price to be paid by the Buyer

for the Acquired Assets will equal One Million Six Hundred Thousand Dollars

($1,600,000) (the "Purchase Price"). The Purchase Price will be divided as

follows: (a) $600,000.00, subject to the purchase price adjustment set forth in

Section 1.4 (the "Cash Consideration"), (b) 700,000 shares

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(the "Shares") of Buyer Common Stock issued pro-rata to the Shareholders

pursuant to Seller's instructions, and (c) the Secured Promissory Note.

1.4 Purchase Price Adjustment. Prior to the Closing, Seller shall deliver

to Buyer the Net Working Capital Balance Certificate. To the extent the Net

Working Capital Balance Certificate shows that there exists any Excess Net

Working Capital, such Excess Net Working Capital shall be paid by Buyer into the

Escrow Account (up to and including the amount of $200,000 with any remaining

additional balance, if any, to be paid into the Escrow Account as accounts

receivable are realized). Within twenty (20) days after the Closing, Buyer shall

present to Seller proposed adjustments, if any, to the Closing Net Working

Capital reflected on the Net Working Capital Balance Certificate. Buyer and

Seller shall have ten (10) days to resolve any disagreements over such proposed

adjustments. If Buyer and Seller are unable to agree on such adjustments, Buyer

and Seller shall jointly select an independent certified public accountant (the

"Independent Accountant") who will promptly review this Agreement and the

disputed items or amounts for the purpose of calculating the final Closing Net

Working Capital. In making such calculation, the Independent Accountant shall

consider only those items or amounts on the Net Working Capital Balance

Certificate that have been adjusted by Buyer. Such Independent Accountant shall,

as promptly as practicable but in any event within ten (10) days, deliver to

Buyer and Seller a report setting forth such calculation. Such report shall be

final and binding upon Buyer and Seller. The cost of such review and report

shall be borne by Buyer and Seller equally, and the Seller shall not distribute

any portion of the Cash Consideration until a final determination of the Closing

Net Working Capital has been made and agreed upon by the Buyer and the Seller.

To the extent the final Closing Net Working Capital (after adjustments) exceeds

$105,000.00, the amount of any such excess, including any amounts held in the

Escrow Account and any interest thereon, shall be added to the Cash

Consideration and paid by Buyer to Seller within five (5) days of the

determination of the final Closing Net Working Capital (after adjustments

whether by agreement of the parties or by the Independent Accountant). To the

extent the final Closing Net Working Capital (after adjustments) is below

$105,000.00, the Seller shall remit to the Buyer the amount of the Net Working

Capital Difference from the Cash Consideration.

1.5 The Closing.

(a) The Closing shall take place at the offices of Frost Brown Todd

LLC in Louisville, Kentucky commencing at 9:00 a.m. local time on the Closing

Date, or at such other place as the parties may mutually agree. All transactions

at the Closing shall be deemed to take place simultaneously, and no transaction

shall be deemed to have been completed and no documents or certificates shall be

deemed to have been delivered until all other transactions are completed and all

other documents and certificates are delivered.

(b) At the Closing:

(i) the Seller shall deliver to the Buyer the various

certificates, instruments and documents referred to in Section 5.1;

(ii) the Buyer shall deliver to the Seller the various

certificates, instruments and documents referred to in Section 5.2;

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(iii) the Buyer shall execute and deliver to the Seller the

Secured Promissory Note in substantially the form attached hereto as Exhibit A;

(iv) the Buyer and the Seller shall execute and deliver to

each other the Security Agreement in substantially the form attached hereto as

Exhibit B;

(v) the Seller shall execute and deliver to the Buyer a bill

of sale in substantially the form attached hereto as Exhibit C and such other

instruments of conveyance as the Buyer may reasonably request in order to effect

the sale, transfer, conveyance and assignment to the Buyer of valid ownership of

the Acquired Assets;

(vi) the Buyer shall execute and deliver to the Seller an

instrument of assumption in substantially the form attached hereto as Exhibit D

and such other instruments as the Seller may reasonably request in order to

effect the assumption by the Buyer of the Assumed Liabilities;

(vii) the Buyer shall pay to the Seller, payable by wire

transfer, bank draft, or other delivery of immediately available U.S. funds to

an account designated by the Seller, the Cash Consideration;

(viii) the Buyer shall deliver the Shares to Seller;

(ix) the Buyer, the Seller and the Escrow Agent shall execute

and deliver the Escrow Agreement in substantially the form attached hereto as

Exhibit E and the Buyer shall deposit the Excess Net Working Capital, if any,

with the Escrow Agent in accordance with Section 1.4;

(x) the Seller shall deliver to the Buyer, or otherwise put

the Buyer in possession and control of, all of the Acquired Assets of a tangible

nature; and

(xi) the Buyer and the Seller shall execute and deliver to

each other a cross-receipt evidencing the transactions referred to above.

1.6 Allocation. The Buyer and the Seller agree to allocate the Purchase

Price (and all other capitalizable costs) among the Acquired Assets and the

non-solicitation and non-competition covenants set forth in Sections 6.2 and 6.3

for all purposes (including financial accounting and tax purposes) in accordance

with the allocation schedule attached hereto as Schedule 1.6. Seller and Buyer

agree to use the allocations determined pursuant to this Section 1.6 for all tax

purposes, including without limitation, those matters subject to Section 1060 of

the Code, and the Treasury regulations promulgated thereunder. Buyer and Seller

shall prepare and submit to the other for review their IRS Forms 8594 within

ninety (90) days after Closing. Each party shall have thirty (30) days to

complete its review.

1.7 Further Assurances. At any time and from time to time after the

Closing, at the request of the Buyer and without further consideration, the

Seller shall execute and deliver such other instruments of sale, transfer,

conveyance and assignment and take such actions as the Buyer may reasonably

request to more effectively transfer, convey and assign to the Buyer, and

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to confirm the Buyer's rights to, title in and ownership of, the Acquired Assets

and to place the Buyer in actual possession and operating control thereof.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer that, except as set forth

in the Disclosure Schedules, the statements contained in this Article II are

true and correct as of the date of this Agreement and will be true and correct

as of the Closing as though made as of the Closing (after giving effect to any

supplement(s) of the Disclosure Schedules pursuant to Section 4.6 or otherwise),

except to the extent such representations and warranties are specifically made

as of a particular date (in which case such representations and warranties will

be true and correct as of such date). The Disclosure Schedules shall be arranged

in sections and subsections corresponding to the numbered and lettered sections

and subsections contained in this Article II. Disclosures in any section or

subsection of the Disclosure Schedules shall be deemed to be disclosed and

incorporated by reference in any such other section or subsection of the

Disclosure Schedules as though fully set forth in such section or subsection.

2.1 Organization, Qualification and Corporate Power. The Seller is a

corporation validly existing and in good standing under the laws of the State of

Kentucky. The Seller is duly qualified to conduct business and is in good

standing under the laws of each jurisdiction listed in Section 2.1 of the

Disclosure Schedules, which jurisdictions constitute the only jurisdictions in

which the Seller's business or the ownership or leasing of its properties

requires such qualification. The Seller has all requisite power and authority to

carry on the business in which it is engaged and to own and use the properties

owned and used by it.

2.2 INTENTIONALLY OMITTED.

2.3 Authorization of Transaction.

(a) The Seller has all requisite power and authority to execute and

deliver this Agreement and the Ancillary Agreements, and to perform its

obligations hereunder and thereunder. The performance by the Seller of this

Agreement and the Ancillary Agreements and the consummation by the Seller of the

transactions contemplated hereby and thereby have been duly and validly

authorized by all necessary actions on the part of the Seller.

(b) This Agreement has been duly and validly executed and delivered

by the Seller and constitutes, and each of the Ancillary Agreements, upon its

execution and delivery by the Seller, will constitute, a valid and binding

obligation of the Seller, enforceable against the Seller in accordance with its

terms, except as enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium, arrangement or other similar laws from time to time

in effect and except as to the remedy of specific performance which may not be

available under the laws of various jurisdictions.

2.4 Noncontravention. Except as listed in Section 2.4 of the Disclosure

Schedules, neither the execution and delivery by the Seller of this Agreement or

the Ancillary Agreements, nor the consummation by the Seller of the transactions

contemplated hereby or thereby, will (a)

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conflict with or violate any provision of the Articles of Incorporation or

Bylaws of the Seller, (b) require on the part of the Seller any notice to or

filing with, or any permit, authorization, consent or approval of, any

Governmental Entity, (c) conflict with, result in a breach of, constitute (with

or without due notice or lapse of time or both) a default under, result in the

acceleration of obligations under, create in any party the right to terminate,

modify or cancel, or require any notice, consent or waiver under, any contract

or instrument to which the Seller is a party or by which the Seller is bound or

to which any of its assets is subject, (d) result in the imposition of any

Security Interest upon any asset or assets of the Seller or (e) violate any

order, writ, injunction, decree, statute, rule or regulation applicable to the

Seller or any of its properties or assets, except for, in the case of Sections

2.4(b)-(e), any such conflict, breach, default, acceleration, or right to

terminate, modify or cancel, or failure to notify or obtain consent or waiver

that would not have a Seller Material Adverse Effect.

2.5 Subsidiaries. Except as set forth in Section 2.5 of the Disclosure

Schedules, (a) the Seller has no Subsidiaries; and (b) the Seller does not

control directly or indirectly or have any direct or indirect equity

participation or similar interest in any corporation, partnership, limited

liability company, joint venture, trust or other business association or entity.

2.6 Financial Statements. The Seller has provided or made available to the

Buyer the Financial Statements. The Financial Statements (i) were prepared on a

consistent basis throughout the periods covered thereby (except as may be

indicated in the notes to such financial statements) and, in the case of the

balance sheet and statement of income, changes in shareholder's equity and cash

flows of the Seller as of the end of and for the year ended December 31, 2006,

in accordance with GAAP, and (ii) fairly present the financial position of the

Seller as of the dates thereof and the results of its operations and cash flows

for the periods indicated, consistent with the books and records of the Seller,

except that the unaudited interim financial statements are subject to normal and

recurring year-end adjustments and do not include footnotes.

2.7 Absence of Certain Changes. Except as set forth in Section 2.7 of the

Disclosure Schedules, since the Most Recent Balance Sheet Date, (a) there has,

to Seller's Knowledge, occurred no event or development which, individually or

in the aggregate, has had, or could reasonably be expected to have in the

future, a Seller Material Adverse Effect, and (b) the Seller has not taken any

of the actions set forth in paragraphs (a) through (n) of Section 4.4.

2.8 Undisclosed Liabilities. Except as set forth in Section 2.8 of the

Disclosure Schedules, the Seller has no Knowledge of any liability (whether

absolute or contingent, whether liquidated or unliquidated and whether due or to

become due), except for (a) liabilities shown on the Most Recent Balance Sheet,

(b) contractual and other liabilities incurred in the Ordinary Course of

Business which are not required by GAAP to be reflected on a balance sheet and

which are not material, and (c) liabilities which have arisen since the Most

Recent Balance Sheet Date in the Ordinary Course of Business.

2.9 Tax Matters. Except as set forth on Section 2.9 of the Disclosure

Schedules, for all taxable periods from and after calendar year 2004:

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(a) The Seller has properly filed on a timely basis all material Tax

Returns that it is and was required to file, and, to Seller's Knowledge, all

such material Tax Returns were true, correct and complete in all material

respects. The Seller has properly paid on a timely basis all material Taxes that

were due and payable. All material Taxes that the Seller is or was required by

law to withhold or collect have been withheld or collected and, to the extent

required, have been properly paid on a timely basis to the appropriate

Governmental Entity. The Seller has complied with all information reporting and

back-up withholding requirements in all material respects, including maintenance

of the required records with respect thereto, in connection with amounts paid to

any employee, independent contractor, creditor or other third party.

(b) The unpaid Taxes of the Seller for periods through the date of

the Most Recent Balance Sheet Date do not materially exceed the accruals and

reserves for Taxes (excluding accruals and reserves for deferred Taxes

established to reflect timing differences between book and Tax income) set forth

on the Most Recent Balance Sheet. All Taxes attributable to the period from and

after the Most Recent Balance Sheet Date and continuing through the Closing Date

are, or will be, attributable to the conduct by the Seller of its operations in

the Ordinary Course of Business.

(c) No examination or audit of any Tax Return of the Seller by any

Governmental Entity is currently in progress or, to the Knowledge of the Seller,

threatened or contemplated. Section 2.9(c) of the Disclosure Schedules sets

forth each jurisdiction (other than United States federal) in which the Seller

files, or is required to file or has been required to file a material Tax

Return. The Seller has not been informed by any jurisdiction that the

jurisdiction believes that the Seller was required to file any Tax Return that

was not filed.

(d) The Seller is, and has been since its inception, treated as a

"corporation" for federal income tax purposes and has been treated in a similar

manner for purposes of the income Tax laws of all states in which it has been

subject to taxation.

(e) The Seller has delivered or made available to the Buyer (i)

complete and correct copies of all Tax Returns of the Seller relating to Taxes

for all Taxable periods for which the applicable statute of limitations has not

yet expired and (ii) complete and correct copies of all private letter rulings,

revenue agent reports, information document requests, notices of assessment,

notices of proposed deficiencies, deficiency notices, protests, petitions,

closing agreements, settlement agreements, pending ruling requests and any

similar documents submitted by, received by or agreed to by or on behalf of the

Seller relating to Taxes for all Taxable periods for which the applicable

statute of limitations has not yet expired.

(f) The Seller has not (i) waived any statute of limitations with

respect to Taxes or agreed to extend the period for assessment or collection of

any Taxes, (ii) requested any extension of time within which to file any Tax

Return, which Tax Return has not yet been filed, or (iii) executed or filed any

power of attorney relating to Taxes with any Governmental Entity.

(g) The Seller is not a party to any ongoing litigation regarding

Taxes.

(h) There are no Security Interests with respect to Taxes upon any

of the Acquired Assets, other than with respect to Taxes not yet due and

payable. To the Seller's

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Knowledge, there is no basis for the assertion of any claim relating or

attributable to Taxes, which, if adversely determined, would result in any

Security Interest on the Acquired Assets, or would reasonably be expected to

have, individually or in the aggregate, a Seller Material Adverse Effect.

(i) None of the Acquired Assets (i) is property that is required to

be treated as being owned by any other person pursuant to the provisions of

former Section 168(f)(8) of the Internal Revenue Code of 1954, or (ii) is "tax

exempt use property" within the meaning of Section 168(h) of the Code.

(j) The Seller is not bound by any Tax indemnity, Tax sharing or Tax

allocation agreement.

(k) The Seller is not a "foreign person" within the meaning of

Section 1445 of the Code.

2.10 Ownership and Condition of Assets. Except as set forth on Section

2.10 of the Disclosure Schedules,

(a) The Seller is the true and lawful owner, and has good title to,

all of the Acquired Assets, free and clear of all Security Interests. Upon

execution and delivery by the Seller to the Buyer of the Bill of Sale the Buyer

will become the true and lawful owner of, and will receive good title to, the

Acquired Assets, free and clear of all Security Interests, except for Security

Interests created by Buyer.

(b) The Acquired Assets are sold and purchased pursuant to this

Agreement AS IS, WHERE IS.

2.11 Owned Real Property. The Seller does not own any real property.

2.12 Real Property Leases. Section 2.12 of the Disclosure Schedules lists

all Leases to which Seller is currently a party, and lists the term of each such

Lease, any extension and expansion options, and the rent payable thereunder. The

Seller has delivered or made available to the Buyer complete and accurate copies

of such Leases. With respect to each Lease and except as set forth in Section

2.12 of the Disclosure Schedules:

(a) such Lease is legal, valid, binding, enforceable and in full

force and effect as to the Seller, and, to Seller's Knowledge, as to the other

party (or parties) to such Lease;

(b) neither the Seller nor, to Seller's Knowledge, any other party,

is in breach or violation of, or default under, any such Lease, and, to Seller's

Knowledge, no event has occurred, is pending or is threatened, which, after the

giving of notice, with lapse of time, or otherwise, would constitute a material

breach or default by the Seller or any other party under such Lease;

(c) the Seller is not a party to any dispute as to such Lease, and

to Seller's Knowledge, no other person is a party to such dispute relating to or

affecting the Lease; and

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(d) the Seller has not assigned, transferred, conveyed, mortgaged,

deeded in trust or encumbered any interest in the leasehold or subleasehold,

except pursuant to this Agreement.

2.13 Intellectual Property. Except as set forth on Section 2.13 of the

Disclosure Schedules,

(a) Seller Registrations. There are no Seller Registrations.

(b) Prosecution Matters. Seller has no Patent Rights.

(c) Ownership. The Seller is the sole and exclusive owner of all

Seller Owned Intellectual Property, free and clear of any Security Interests and

all joint owners of the Seller Owned Intellectual Property are listed in Section

2.13(c) of the Disclosure Schedules.

(d) Protection Measures. The Seller has taken reasonable measures to

protect the proprietary nature of each item of Seller Owned Intellectual

Property, and to maintain in confidence all trade secrets and confidential

information comprising a part thereof. To Seller's Knowledge, no complaint

relating to an improper use or disclosure of, or a breach in the security of,

any such information has been made or threatened against the Seller. To Seller's

Knowledge, there has been no: (i) unauthorized disclosure of any third party

proprietary or confidential information in the possession, custody or control of

the Seller or (ii) breach of the Seller's security procedures wherein

confidential information has been disclosed to a third person.

(e) Infringement by Seller. To Seller's Knowledge, none of the

Customer Offerings, or the Exploitation thereof by the Seller or any other

activity of the Seller, infringes or violates, or constitutes a misappropriation

of, any Intellectual Property rights of any third party. To Seller's Knowledge,

none of the Internal Systems, or the Seller's past, current or currently

contemplated Exploitation thereof, or any other activity undertaken by them in

connection with the Business, infringes or violates, or constitutes a

misappropriation of, any Intellectual Property rights of any third party. The

Seller has not received any complaint, claim or notice, or, To Seller's

Knowledge, threat of any of the foregoing (including any notification that a

license under any patent is or may be required), alleging any such infringement,

violation or misappropriation and any request or demand for indemnification or

defense received by the Seller from any reseller, distributor, customer, user or

any other third party; and the Seller has not received any legal opinions,

studies, market surveys and analyses relating to any alleged or potential

infringement, violation or misappropriation.

(f) Infringement of Rights. To Seller's Knowledge, no person

(including, without limitation, any current or former employee or consultant of

Seller) is infringing, violating or misappropriating any of the Seller Owned

Intellectual Property or any Seller Licensed Intellectual Property.

(g) Outbound IP Agreements. Seller has not assigned, transferred,

licensed, distributed or otherwise granted any right or access to any person

(except for access to customers necessary to Exploit the Customer Offerings), or

covenanted not to assert any right, with respect to any past, existing or future

Seller Intellectual Property. The Seller has not agreed to indemnify any person

against any infringement, violation or misappropriation of any

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Intellectual Property rights with respect to any Customer Offerings or any third

party Intellectual Property rights. The Seller is not a member of or party to

any patent pool, industry standards body, trade association or other

organization pursuant to the rules of which it is obligated to license any

existing or future Intellectual Property to any person.

(h) Inbound IP Agreements. Section 2.13(h) of the Disclosure

Schedules identifies (i) each item of Seller Licensed Intellectual Property and

(ii) the license or agreement pursuant to which the Seller Exploits it

(excluding currently-available, off the shelf software programs that are part of

the Internal Systems and are licensed by the Seller pursuant to "shrink wrap"

licenses, the total fees associated with which are less than $2,500). Except as

set forth on section 2.13(h) of the Disclosure Schedules, no third party

inventions, methods, services, materials, processes or Software are included in

or required to Exploit the Customer Offerings or Internal Systems in the manner

so done currently by Seller.

(i) Source Code. The Seller has not licensed, distributed or

disclosed, and knows of no distribution or disclosure by others (including its

employees and contractors) of, the Seller Source Code to any person (other than

Persons who need access thereto in connection with Seller's Business), and the

Seller has taken reasonable security measures to prevent disclosure of such

Seller Source Code. To Seller's Knowledge, no event has occurred, and no

circumstance or condition exists, that (with or without notice or lapse of time,

or both) will, or would reasonably be expected to, nor will the consummation of

the transactions contemplated hereby, result in the disclosure or release of

such Seller Source Code by the Seller, or escrow agent(s) or any other person to

any third party (other than Persons who need access thereto in connection with

Seller's Business).

(j) Authorship. All of the Software and Documentation comprising,

incorporated in or bundled with the Customer Offerings or Internal Systems and

all right, title and interest in such copyrightable materials is owned by the

Seller.

(k) Open Source Code. Section 2.13(k) of the Disclosure Schedules

lists all Open Source Materials that the Seller has either incorporated into the

Customer Offering or Internal Systems, and/or those Customer Offerings and/or

Internal Systems (or portions thereof) that are derivative works of Open Source

Materials. Except as identified in Section 2.13(k) of the Disclosure Schedules,

the Seller has not (i) incorporated Open Source Materials into, or combined Open

Source Materials with, the Customer Offerings; or (ii) used Open Source

Materials that create obligations for the Seller with respect to the Customer

Offerings or grant to any third party, any rights or immunities under

Intellectual Property rights (including, but not limited to, using any Open

Source Materials that require, as a condition of Exploitation of such Open

Source Materials, that other Software incorporated into, derived from or

distributed with such Open Source Materials be (x) disclosed or distributed in

source code form, (y) licensed for the purpose of making derivative works, or

(z) redistributable at no charge or minimal charge). Seller has no distributed

Open Source Materials in conjunction with any other software developed or

distributed by the Seller.

(l) Support and Funding. The Seller has neither sought, applied for

nor received any support, funding, resources or assistance from any federal,

state, local or foreign governmental or quasi-governmental agency or funding

source in connection with the

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Exploitation of the Customer Offerings, the Internal Systems or any facilities

or equipment used in connection therewith.

(m) Certifications. Section 2.13(m) of the Disclosure Schedule

identifies all channel partner certifications, accreditations or similar

qualifications with third party technology providers held by the Seller or its

employees.

(n) Disclaimer of Warranty. EXCEPT AS OTHERWISE PROVIDED IN THIS

SECTION 2.13, SELLER IS MAKING NO, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL,

REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH

RESPECT TO THE SOFTWARE, THE SELLER SOURCE CODE, THE CUSTOMER OFFERINGS, THE

DOCUMENTATION, THE INTERNAL SYSTEMS OR ANY PART OF ANY OF THE FOREGOING,

INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE. SELLER HEREBY EXPRESSLY DISCLAIMS ANY

LIABILITY TO BUYER FOR ANY REASON WITH RESPECT TO THE SOFTWARE, THE SELLER

SOURCE CODE, THE CUSTOMER OFFERINGS, THE DOCUMENTATION, THE INTERNAL SYSTEMS OR

ANY PART OF ANY OF THE FOREGOING, INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR

LOSS OF INCOME, LOSS OF PROFITS, LOSS OF OR INACCURACY OF DATA, OR INDIRECT,

SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS SECTION 2.13(n) SHALL

SURVIVE THE CLOSING.

2.14 Contracts.

(a) Section 2.14 of the Disclosure Schedules lists the following

agreements (written or oral) to which the Seller is a party as of the date of

this Agreement (other than this Agreement and the Ancillary Agreements):

(i) any agreement (or group of related agreements) for the

lease of personal property from or to third parties providing for lease payments

in excess of $5,000 per annum or having a remaining term longer than three

months;

(ii) any agreement (or group of related agreements) for the

purchase or sale of products or for the furnishing or receipt of services (A)

which calls for performance over a period of more than one year, (B) which

involves more than the sum of $5,000 per annum, or (C) in which the Seller has

granted manufacturing rights, "most favored nation" pricing provisions or

marketing or distribution rights relating to any products or territory or has

agreed to purchase a minimum quantity of goods or services or has agreed to

purchase goods or services exclusively from a certain party;

(iii) any agreement concerning the establishment or operation

of a partnership, joint venture or limited liability company;

(iv) any agreement (or group of related agreements) under

which it has created, incurred, assumed or guaranteed (or may create, incur,

assume or guarantee) indebtedness (including capitalized lease obligations)

involving more than $5,000 or under

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which it has imposed (or may impose) a Security Interest on any of its assets,

tangible or intangible;

(v) any agreement for the disposition of any significant

portion of the assets or business of the Seller (other than sales of products in

the Ordinary Course of Business) or any agreement for the acquisition of the

assets or business of any other entity (other than purchases of inventory or

components in the Ordinary Course of Business);

(vi) any agreement concerning exclusivity or confidentiality;

(vii) any employment or consulting agreement;

(viii) any agreement involving any current or former officer,

manager or Shareholder or an Affiliate thereof;

(ix) any agreement which contains any provisions requiring the

Seller to indemnify any other party (excluding indemnities contained in

agreements for the purchase, sale or license of products entered into in the

Ordinary Course of Business);

(x) any agreement, not entered into in the Ordinary Course of

Business, that could reasonably be expected to have the effect of prohibiting or

impairing the conduct of the business of the Seller as currently conducted;

(xi) any agreement under which the Seller is restricted from

selling, licensing or otherwise distributing any of its technology or products,

or providing services to, customers or potential customers or any class of

customers, in any geographic area, during any period of time or any segment of

the market or line of business;

(xii) any agreement which would entitle any third party to

receive a license or any other right to intellectual property of the Buyer or

any of the Buyer's Affiliates following the Closing; and

(xiii) any other agreement (or group of related agreements)

either involving more than $10,000 per annum or not entered into in the Ordinary

Course of Business.

(b) The Seller has delivered or made available to the Buyer a

complete and accurate copy of each agreement listed in Section 2.13 or Section

2.14 of the Disclosure Schedules. With respect to each agreement so listed and

except as disclosed in Section 2.14 of the Disclosure Schedules: (i) the

agreement is legal, valid, binding and enforceable and in full force and effect;

(ii) neither the Seller nor, to Seller's Knowledge, any other party, is in

breach or violation of, or default under, any such agreement, and, to Seller's

Knowledge, no event has occurred, is pending or threatened, which, after the

giving of notice, with lapse of time, or otherwise, would constitute a breach or

default by the Seller or, to Seller's Knowledge, any other party under such

agreement.

2.15 Accounts Receivable. All accounts receivable of the Seller reflected

on the Most Recent Balance Sheet (other than those paid since such date) are

valid receivables and are current and, to Seller's Knowledge, collectible

(within 90 days after the date on which it first

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became due and payable), net of the applicable reserve for bad debts on the Most

Recent Balance Sheet. A complete and accurate list of the accounts receivable

reflected on the Most Recent Balance Sheet, showing the aging thereof, is

included in Section 2.15 of the Disclosure Schedules. All accounts receivable of

the Seller that have arisen since the Most Recent Balance Sheet Date are valid

receivables and are current and, to Seller's Knowledge, collectible (within 90

days after the date on which it first became due and payable), net of a reserve

for bad debts in an amount consistent with Seller's past practice. The Seller

has not received any written notice from an account debtor stating that any

account receivable in an amount in excess of $5,000 is subject to any contest,

claim or setoff by such account debtor.

2.16 Insurance. Section 2.16 of the Disclosure Schedules lists each

insurance policy (including fire, theft, casualty, comprehensive general

liability, workers compensation, business interruption, environmental, product

liability, errors and omissions, professional liability, and automobile

insurance policies)(collectively, the "Insurance Policies") to which the Seller

is a party, all of which are in full force and effect. Except as set forth on

Section 2.16 of the Disclosure Schedules, the Seller has no Knowledge of any

threatened termination of, or premium increase with respect to, any such

Insurance Policy, nor any Knowledge of any material claim pending under any such

Insurance Policy as to which coverage has been questioned, denied or disputed by

the underwriter of such Insurance Policy.

2.17 Litigation. Except as set forth in Section 2.17 of the Disclosure

Schedules, there is no Legal Proceeding which is pending or has been threatened

in writing against the Seller. There are no judgments, orders or decrees

outstanding against the Seller.

2.18 Warranties. Except as set forth in Section 2.17 of the Disclosure

Schedules, no service or product delivered, made, sold, leased or licensed by

the Seller is subject to any guaranty, warranty, right of return, right of

credit or other indemnity.

2.19 Employees.

(a) Section 2.19 of the Disclosure Schedules contains a list of all

employees of the Seller, their respective positions with Seller and their annual

salaries. Except as set forth on Section 2.19 of the Disclosure Schedules, each

current employee of the Seller and each past employee of the Seller has entered

into a confidentiality agreement with the Seller, a copy or form of which has

been provided or made available to the Buyer. Section 2.19 of the Disclosure

Schedules contains a list of all employees of the Seller who are a party to a

non-competition agreement with the Seller; copies of such agreements have been

provided or made available to the Buyer. Section 2.19 of the Disclosure

Schedules contains a list of all employees of the Seller who are not citizens of

the United States. Except as set forth on Section 2.19 of the Disclosure

Schedule, to the Knowledge of the Seller, no Key Employee or group of employees

has any plans to terminate employment with the Seller (other than for the

purpose of accepting employment with the Buyer following the Closing) or not to

accept employment with the Buyer. The Seller is in material compliance with all

applicable laws relating to the hiring and employment of employees.

(b) The Seller is not a party to or bound by any collective

bargaining agreement, nor has it experienced any strikes, grievances, claims of

unfair labor practices or

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other collective bargaining disputes. The Seller has no Knowledge of any

organizational effort made or threatened, either currently or within the past

two years, by or on behalf of any labor union with respect to employees of the

Seller.

2.20 Employee Benefits. Section 2.20 of the Disclosure Schedules sets

forth all plans, programs, or arrangements that Seller has maintained,

sponsored, adopted or obligated itself under with respect to employees'

benefits, including pension or retirement plans, medical or dental plans, life

or long-term disability insurance, bonus or incentive compensation, stock option

or equity participation plans (the "Employee Plans"), and Seller has provided or

made available to Buyer copies of the Employee Plans. Seller has no liability or

obligation with respect to any employee of Seller under any Employee Plan other

than normal salary or wage accruals and paid vacation, sick leave and holiday

accruals in accordance with Seller's past practice and policy. Seller has, in

all material respects, performed all obligations required to be performed under,

and has complied all Legal Requirements in connection with, all such Employee

Plans and is not in arrears under any of the terms thereof.

2.21 Environmental Matters. Except as set forth in Section 2.21 of the

Disclosure Schedules,

(a) To its Knowledge, the Seller has complied with all applicable

Environmental Laws except where failure to do so would not have a Seller

Material Adverse Effect. There is no pending or, to the Knowledge of the Seller,

threatened civil or criminal litigation, written notice of violation, formal

administrative proceeding, or investigation, inquiry or information request by

any Governmental Entity, relating to any Environmental Law involving the Seller.

(b) To its Knowledge, the Seller does not have any liabilities or

obligations arising from the release of any Materials of Environmental Concern

into the environment.

(c) The Seller is not a party to or bound by any court order,

administrative order, consent order or other agreement with any Governmental

Entity entered into in connection with any legal obligation or liability arising

under any Environmental Law.

(d) The Seller does not have possession of, or access to, or

Knowledge of, any documents (whether in hard copy or electronic form) that

contain any environmental reports, investigations and audits relating to

premises currently leased by the Seller (whether conducted by or on behalf of

the Seller or a third party, and whether done at the initiative of the Seller or

directed by a Governmental Entity or other third party).

2.22 Legal Compliance. Except as set forth in Section 2.22 of the

Disclosure Schedules, the Seller is currently conducting its business in

material compliance with each applicable law (including rules and regulations

thereunder) of any federal, state, local or foreign government, or any

Governmental Entity, and Seller has had valid Permits to conduct such business

with respect to each jurisdiction (and at such times) for which it has been

required to have such Permits except where the lack of any such Permit would not

have a Seller Material Adverse Effect. The Seller has not received any notice or

communication from any Governmental Entity alleging noncompliance with any

applicable law, rule or regulation.

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2.23 Customers and Suppliers. Section 2.23 of the Disclosure Schedules

sets forth a list of Seller's ten largest customers and ten largest suppliers

during the last full fiscal year or the interim period through the Most Recent

Balance Sheet Date and the amount of revenues accounted for by each such

customer or supplier during each such period. To the Knowledge of Seller, no

Person identified in the foregoing sentence has provided written or verbal

notice to Seller within the past year that it will stop, or materially reduce

its activity below historic levels in connection with any contract or

arrangement on which Seller currently derives revenue.

2.24 Permits. Section 2.24 of the Disclosure Schedules sets forth a list

of all Permits issued to or held by the Seller. Each such Permit is in full

force and effect; the Seller is in material compliance with the terms of each

such Permit; and, to the Knowledge of the Seller, no suspension or cancellation

of such Permit is threatened.

2.25 Certain Business Relationships With Affiliates. To the Knowledge of

Seller, no Affiliate of the Seller (a) owns any property or right, tangible or

intangible, which is used in the business of the Seller, (b) has any claim or

cause of action against the Seller, or (c) owes any money to, or is owed any

money by, the Seller. Section 2.25 of the Disclosure Schedules describes any

transactions or relationships between the Seller and any Affiliate thereof which

occurred or have existed since the beginning of the time period covered by the

Financial Statements.

2.26 Brokers' Fees. The Seller does not have any liability or obligation

to pay any fees or commissions to any broker, finder or agent with respect to

the transactions contemplated by this Agreement.

2.27 Disclosure. No representation or warranty by the Seller contained in

this Agreement, and no statement contained in the Disclosure Schedules or any

other document, certificate or other instrument delivered or to be delivered by

or on behalf of the Seller pursuant to this Agreement, contains or will contain

any untrue statement of a material fact or omits or will omit to state any

material fact necessary, in light of the circumstances under which it was or

will be made, in order to make the statements herein or therein not misleading.

2.28 Government Contracts. Except as set forth in Section 2.28 of the

Disclosure Schedules,

(a) The Seller has not been suspended or debarred from bidding on

contracts or subcontracts with any Governmental Entity; and to Seller's

Knowledge no such suspension or debarment has been threatened or initiated. The

Seller has not been or is not now being audited or investigated by any

Governmental Entity or any prime contractor with a Governmental Entity; nor, to

the Knowledge of the Seller, has any such audit or investigation been

threatened. To the Knowledge of the Seller, there is no valid basis for (i) the

suspension or debarment of the Seller from bidding on contracts or subcontracts

with any Governmental Entity, or (ii) any claim (including any claim for return

of funds to the Government) pursuant to an audit or investigation by any

Governmental Entity. The Seller has no agreements, contracts or commitments

which require it to obtain or maintain a security clearance with any

Governmental Entity.

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(b) To the Knowledge of the Seller, no basis exists for any of the

following with respect to any of its contracts or subcontracts with any

Governmental Entity: (i) a Termination for Default (as provided in 48 C.F.R.

Ch.1 ss.52.249-8, 52.249-9 or similar sections), (ii) a Termination for

Convenience (as provided in 48 C.F.R. Ch.1 ss.52.241-1, 52.249-2 or similar

sections), or a Stop Work Order (as provided in 48 C.F.R. Ch.1 ss.52.212-13 or

similar sections); and the Seller has no reason to believe that funding may not

be provided under any contract or subcontract with any Governmental Entity in

the upcoming federal fiscal year.

2.29 Securities Representations.

(a) Except as set forth on Schedule 2.29 of the Disclosure Schedule,

each Shareholder is an "accredited investor" as defined in Rule 501(a) under the

Securities Act.

(b) Each Shareholder is acquiring the Shares for its own account for

investment only, and not with a view to, or for sale in connection with, any

distribution of the Shares in violation of the Securities Act, or any rule or

regulation under the Securities Act.

(c) Each Shareholder has had adequate opportunity to obtain from

representatives of the Buyer such information about the Buyer as is necessary

for the undersigned to evaluate the merits and risks of its acquisition of the

Shares.

(d) Each Shareholder has sufficient expertise in business and

financial matters to be able to evaluate the risks involved in the acquisition

of the Shares and to make an informed investment decision with respect to such

acquisition.

(e) Each Shareholder understands that the Shares have not been

registered under the Securities Act and are "restricted securities" within the

meaning of Rule 144 under the Securities Act; and the Shares cannot be sold,

transferred or otherwise disposed of unless they are subsequently registered

under the Securities Act or an exemption from registration is then available.

(f) A legend substantially in the following form will be placed on

the certificate(s) representing the Shares:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR

OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT

UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE

EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller that the statements

contained in this Article III are true and correct as of the date of this

Agreement and will be true and correct as of the Closing as though made as of

the Closing.

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3.1 Organization and Corporate Power. The Buyer is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Indiana. The Buyer has all requisite corporate power and authority to carry on

the business in which it is engaged and to own and use the properties owned and

used by it.

3.2 Authorization of the Transaction. The Buyer has all requisite power

and authority to execute and deliver this Agreement, the Secured Promissory Note

and the Ancillary Agreements and to perform its obligations hereunder and

thereunder. The execution and delivery by the Buyer of this Agreement, the

Secured Promissory Note and the Ancillary Agreements and the performance by the

Buyer of this Agreement and the Ancillary Agreements and the consummation by the

Buyer of the transactions contemplated hereby and thereby have been duly and

validly authorized by all necessary action on the part of the Buyer. This

Agreement has been duly and validly executed and delivered by the Buyer and

constitutes, and each of the Secured Promissory Note and the Ancillary

Agreements, upon its execution and delivery by Buyer will constitute, a valid

and binding obligation of the Buyer, enforceable against it in accordance with

its terms, except as enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium, arrangement or other similar laws from time to time

in effect.

3.3 Noncontravention. Neither the execution and delivery by the Buyer of

this Agreement, the Secured Promissory Note or the Ancillary Agreements, nor the

consummation by the Buyer of the transactions contemplated hereby or thereby,

will (a) conflict with or violate any provision of the Articles of Incorporation

or by-laws of the Buyer, (b) require on the part of the Buyer any notice to or

filing with, or permit, authorization, consent or approval of, any Governmental

Entity, (c) conflict with, result in breach of, constitute (with or without due

notice or lapse of time or both) a default under, result in the acceleration of

obligations under, create in any party any right to terminate, modify or cancel,

or require any notice, consent or waiver under, any contract or instrument to

which the Buyer is a party or by which it is bound or to which any of its assets

is subject, or (d) violate any order, writ, injunction, decree, statute, rule or

regulation applicable to the Buyer or any of its properties or assets.

3.4 Capitalization. The authorized capital stock of the Buyer consists of

20,000,000 shares of Buyer Common Stock, of which 3,937,500 shares were issued

and outstanding, and options, warrants or other rights (the "Equity Rights") to

acquire 865,000 shares of Buyer Common Stock were outstanding, in each case, as

of October 12, 2007. As of October 12, 2007, there are no outstanding options,

warrants or similar rights relating to the Buyer or its equity other than the

Convertible Promissory Notes of the Buyer dated July 16, 2007 convertible into

an aggregate of up to 833,333 shares of Buyer Common Stock and the Equity

Rights. The rights and privileges of each class of the Buyer's capital stock are

set forth in the Buyer's Articles of Incorporation, a copy of which has been

made available to Seller. All of the issued and outstanding shares of Buyer

Common Stock have been duly authorized and validly issued and are fully paid and

nonassessable. The Shares will be, when issued on the terms and conditions of

this Agreement, duly authorized, validly issued, fully paid and nonassessable

and not subject to or issued in violation of any purchase option, call option,

right of first refusal, preemptive right, subscription right or any similar

right under any provision of the Buyer's Articles of Incorporation or Bylaws or

any agreement to which the Buyer is a party or is otherwise bound.

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3.5 No Prior Activities. As of the date of this Agreement, the Buyer has

not engaged in any business operations.

3.6 Litigation. As of the date of this Agreement, there is no Legal

Proceeding which is pending or, to the Buyer's knowledge, threatened against the

Buyer or any subsidiary of the Buyer which, if determined adversely to the Buyer

or such subsidiary, could have, individually or in the aggregate, a material

adverse effect on the business, assets, liabilities, capitalization, prospects,

condition (financial or other), or results of operations of the Seller.

3.7 Brokers' Fees. The Buyer will pay the f