ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

BEANSTALK NETWORKS ACQUISITION LLC, AS BUYER AND

LION, INC., AS SELLER

DATED AS OF MAY 12, 2008

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) entered into as of May 12, 2008 by and between Beanstalk Networks Acquisition LLC, a Florida limited liability company (“ Buyer ”), and Lion, Inc., a Washington corporation (“ Seller ”). Buyer and Seller are referred to individually as a “ Party ” and together as the “ Parties .”

RECITALS

A. Seller is, among other things, engaged in the business of providing software and services that enable mortgage loan brokers and mortgage lenders to increase their productivity in originating single family residential mortgage loans (such business and operations as presently conducted by Seller being referred to herein as the “ Business ”).

B. The Business is comprised of certain assets and liabilities currently owned or used by Seller.

C. Seller desires to sell, transfer and assign to Buyer, and Buyer desires to purchase from Seller, the Business Assets (as hereinafter defined), and Buyer is willing to assume, the Assumed Liabilities (as hereinafter defined), in each case as more fully described and upon the terms and subject to the conditions set forth herein.

D. In connection with the transactions contemplated by this Agreement Buyer and Seller shall enter into a Non-Competition and Non-Solicitation Agreement in substantially the form attached hereto as Exhibit A (the “ Non-Competition and Non-Solicitation Agreement ”).

E. In connection with the transactions contemplated by this Agreement, Buyer and Seller shall enter into: (i) a Bill of Sale in substantially the form attached hereto as Exhibit B (the “ Bill of Sale ”); (ii) and an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C (the “ Assumption Agreement ”); (iii) an IP Assignment Agreement in substantially the form attached hereto as Exhibit D (the “ IP Assignment Agreement ”); and (iv) a Sublease with respect to the Premises.

NOW, THEREFORE, in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:

ARTICLE I
DEFINITIONS

1.1 “ Adverse Recommendation ” shall have the meaning ascribed to such term in Section 5.7(b) .

1.2 “ A ffiliate ” of any Person means any Person that controls, is controlled by, or is under common control with such Person. As used herein, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise.

1.3 “ Agreement ” shall have the meaning ascribed to such term in the Preamble.

1.4 “ Ancillary Agreements ” means the Non-Competition and Non-Solicitation Agreement, Bill of Sale, the Assignment and Assumption Agreement, the IP Assignment Agreement and the Sublease.

1.5 “ Asset Acquisition Statement ” shall have the meaning ascribed to such term in Section 2.9 .

1.6 “ Assignment and Assumption Agreement ” shall have the meaning ascribed to such term in paragraph E of the Recitals.

1.7 “ Assumed Liabilities ” shall have the meaning ascribed to such term in Section 2.4.

1.8 “ Balance Sheets ” shall have the meaning ascribed to such term in Section 3.5 .

1.9 “ Balance Sheet Date ” shall have the meaning ascribed to such term in Section 3.5 .

1.10 “ Benefit Plan ” means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each “employee benefit plan,” within the meaning of Section 3(3) of ERISA which is maintained, contributed to, or required to be contributed to, by Seller or any ERISA Affiliate for the benefit of any Employee, or with respect to which Seller or any ERISA Affiliate has or may have any liability or obligation

1.11 “ Bill of Sale ” shall have the meaning ascribed to such term in paragraph E of the Recitals.

1.12 “ Business ” shall have the meaning ascribed to such term in paragraph A of the Recitals.

1.13 “ Business Assets ” shall have the meaning ascribed to such term in Section 2.2 .

1.14 “ Business Contracts ” shall have the meaning ascribed to such term in Section 3.16(a) .

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1.15 “ Business Day ” means a day that is not a Saturday, a Sunday or a statutory or civic holiday in the State of Florida or any other day on which banking institutions are not required to be open in the State of Washington.

1.16 “ Business Records ” means all books, records, ledgers and files or other similar information of Seller exclusively used or held for use in the operation or conduct of the Business, including price lists, customer lists, vendor lists, mailing lists, warranty information, catalogs, sales promotion literature, advertising materials, brochures, records of operation, standard forms of documents, manuals of operations or business procedures, research materials and product testing reports required by any Governmental Entity, but excluding any such items to the extent any applicable Law prohibits their transfer.

1.17 “ Buyer ” shall have the meaning ascribed to such term in the Preamble.

1.18 “ Buyer Closing Deliverables ” shall have the meaning ascribed to such term in Section 2.8.

1.19 “ Buyer Tax Returns ” shall have the meaning ascribed to such term in Section 5.5(b) .

1.20 “Claim Notice ” shall have the meaning ascribed to such term in Section 7.1(c) .

1.21 “ Closing ” shall have the meaning ascribed to such term in Section 2.6 .

1.22 “ Closing Date ” shall have the meaning ascribed to such term in Section 2.6 .

1.23 “ Code ” means the Internal Revenue Code of 1986, as amended.

1.24 “ Confidential Information ” shall have the meaning ascribed to such term in Section 3.14(a).

1.25 “ Confidentiality Obligations ” shall have the meaning ascribed to such term in Section 5.6.

1.26 “ Copyrights ” shall have the meaning ascribed to such term in Section 3.14(a).

1.27 “ Damages ” shall have the meaning ascribed to such term in Section 7.1(a) .

1.28 “ Designated Employee ” shall have the meaning ascribed to such term in Section 5.8(b) .

1.29 “ Direct Claim ” shall have the meaning ascribed to such term in Section 7.1(c) .

1.30 “ Domain Name Rights ” shall have the meaning ascribed to such term in Section 3.14(a).

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1.31 “ Employee ” shall mean any current or former employee, consultant or director of Seller or any ERISA Affiliate, who has provided services to Seller or any of its predecessors.

1.32 “ Employment Agreement ” shall mean each management, employment, severance, consulting, relocation, repatriation, expatriation, visa, work permit or other agreement, contract or understanding between Seller or any ERISA Affiliate and any Employee

1.33 “ Employment Liabilities ” shall mean any and all claims, debts, liabilities, commitments and obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever or however arising, including all costs and expenses relating thereto arising under law, rule, regulation, permit, action or proceeding before any governmental authority, order or consent decree or any award of any arbitrator of any kind relating to any Benefit Plan, Employment Agreement or otherwise relating to an Employee and his or her employment with Seller or any ERISA

1.34 “ Environmental Law ” means all federal, state, local and foreign laws and regulations relating to pollution or protection of the environment or exposure of any individual to Hazardous Materials, including laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, registration, distribution, labeling, recycling, use, treatment, storage, disposal, transport or handling of Hazardous Materials and including any Hazardous Materials related electronic waste, product content or product take-back requirements.

1.35 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

1.36 “ ERISA Affiliate ” shall mean each subsidiary of Seller and any other person or entity under common control with Seller or any of its subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder.

1.37 “ Excluded Assets ” shall have the meaning ascribed to such term in Section 2.3.

1.38 “ Excluded Liabilities ” shall have the meaning ascribed to such term in Section 2.5.

1.39 “ Financial Statements ” shall have the meaning ascribed to such term in Section 3.5 .

1.40 “ GAAP ” shall have the meaning ascribed to such term in Section 3.5 .

1.41 “ Governmental Entity ” shall have the meaning ascribed to such term in Section 3.4.

1.42 “ Hazardous Materials ” means chemicals, pollutants, contaminants, wastes, toxic substances, radioactive and biological materials, asbestos-containing materials (ACM), hazardous substances, petroleum and petroleum products or any fraction thereof.

1.43 “ Inappropriate Content ” shall have the meaning ascribed to such term in Section 3.15(i) .

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1.44 “ Indemnification Basket ” shall have the meaning ascribed to such term in Section 7.1(b) .

1.45 “ Indemnification Cap ” shall have the meaning ascribed to such term in Section 7.1(b) .

1.46 “ Indemnified Party ” shall have the meaning ascribed to such term in Section 7.1(a) .

1.47 “ Indemnifying Party ” shall have the meaning ascribed to such term in Section 7.1(a) .

1.48 “ Insurance Policies ” shall have the meaning ascribed to such term in Section 3.13.

1.49 “ Intellectual Property ” shall have the meaning ascribed to such term in Section 3.14(a).

1.50 “ Intellectual Property Rights ” shall have the meaning ascribed to such term in Section 3.14(a).

1.51 “ International Employee Plan ” shall mean each Benefit Plan that has been adopted or maintained by Seller or any ERISA Affiliate, whether informally or formally, or with respect to which Seller or any ERISA Affiliate will or may have any liability, for the benefit of Employees who perform or performed services outside the United States.

1.52 “ Inventions ” shall have the meaning ascribed to such term in Section 3.14(a).

1.53 “ Inventory ” means all inventory, including raw materials, work in process and finished products held for use in the operation or conduct of the Business, and any rights of Seller to the warranties received from suppliers and any related claims, credits, rights of recovery and setoff with respect to such Inventory, but only to the extent such rights are assignable to Buyer.

1.54 “ IP Assignment Agreement ” shall have the meaning ascribed to such term in paragraph E of the Recitals.

1.55 “ Law ” means any national, federal, state, provincial or local law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree of any Governmental Entity.

1.56 “ Lease ” shall have the meaning ascribed to such term in Section 3.12.

1.57 “ Legal Proceeding ” shall have the meaning ascribed to such term in Section 3.17.

1.58 “ License Agreement ” shall have the meaning ascribed to such term in Section 3.14(m).

1.59 “ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, charge, security interest, easement, covenant, right of way, restriction (excepting those restrictions imposed by federal or state securities laws), equity or encumbrance of any nature whatsoever in or on such asset, other than liens for Taxes that are not yet due and payable, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

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1.60 “ Material Adverse Effect ” means when used in connection with Seller, any change, development, event, occurrence, effect or state of facts that, individually or in the aggregate with all such other changes, developments, events, occurrences, effects or states of facts is, or is reasonably likely to be, materially adverse to the business, assets, condition (financial or other) or results of operations or business prospects of Seller; provided , that none of the following shall be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Material Adverse Effect: (a) any change, development, event, occurrence, effect or state of facts arising out of or resulting from (i) capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates, (ii) geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of this Agreement, (iii) any hurricane, tornado, flood, earthquake or other natural disaster occurring after the date of this Agreement, (iv) any change in applicable law, regulation or GAAP (or authoritative interpretation thereof) which is proposed, approved or enacted after the date of this Agreement, (v) general conditions in the industry in which Seller operates, (vi) the failure, in and of itself, of Seller to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics after the date of this Agreement, and (vii) the announcement and pendency of this Agreement and the transactions contemplated hereby, compliance with the covenants contained herein, and any loss of or change in relationship with any customer, supplier, distributor or other business partner, or departure of any employee or officer, of Seller, except, in the cases of clauses (i), (ii), (iii), (iv) and (v), to the extent that Seller is materially disproportionately affected thereby compared with other participants in the industry in which Seller operates (in which case the incremental disproportionate impact or impacts may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Material Adverse Effect); (b) any existing event, occurrence or circumstance concerning a Party with respect to which the other Party has knowledge as of the date hereof; and (c) any adverse change in or effect on the business of Seller that is cured thereby before the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 8.1 .

1.61 “ Moral Rights ” shall have the meaning ascribed to such term in Section 3.14(a).

1.62 “ Multiemployer Plan ” means any Pension Plan which is a “multiemployer plan,” as defined in Section 3(37) of ERISA.

1.63 “ Non-Competition and Non-Solicitation Agreement ” shall have the meaning ascribed to such term in paragraph E of the Recitals.

1.64 “ Notice of Superior Proposal ” shall have the meaning ascribed to such term in Section 5.7(b) .

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1.65 “ Open Source Materials ” shall have the meaning ascribed to such term in Section 3.14(q).

1.66 “ Ordinary Course of Business ” means the ordinary course of the Business as conducted by Seller, consistent with past practice.

1.67 “ Patent Rights ” shall have the meaning ascribed to such term in Section 3.14(a).

1.68 “ Party ” and “ Parties ” shall have the meaning ascribed to such term in the Preamble.

1.69 “ Pension Plan ” shall mean each Benefit Plan which is an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA.

1.70 “ Permits ” shall have the meaning ascribed to such term in Section 3.24.

1.71 “ Person ” means any individual, corporation, partnership, firm, association, joint venture, joint stock company, trust, unincorporated organization or other entity, including any Governmental Entity.

1.72 “ Personality Rights ” shall have the meaning ascribed to such term in Section 3.14(a).

1.73 “ Post-Closing Period ” means any taxable period or portion of a period that begins after the Closing Date.

1.74 “ Pre-Closing Period ” means any taxable period or portion of a period that begins on or before the Closing Date and ends on the Closing Date.

1.75 “ Premises ” means the facilities located at 2801 Hollycroft Street, Gig Harbor, Washington 98335.

1.76 “ Privacy Statements ” means, collectively, any and all of Seller’s privacy policies published on its Website or otherwise made available by Seller to third parties regarding the collection, retention, use and distribution of the personal information of individuals, including, without limitation, from visitors of any of its Websites.

1.77 “ Purchase Price ” shall have the meaning ascribed to such term in Section 2.1.

1.78 “ Receivables ” means all trade accounts receivable and other rights to payment from customers of Seller to the extent primarily relating to or from the conduct or operations of the Business prior to the Closing Date.

1.79 “ Registered Intellectual Property Rights ” means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any state, government, or other public legal authority at any time in any jurisdiction, including without limitation all applications, reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations, and continuations-in-part associated with Patent Rights.

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1.80 “ Required Consents ” shall mean the required consents set forth on Schedule 3.4 .

1.81 “ Seller ” shall have the meaning ascribed to such term in the Preamble.

1.82 “ Seller Acquisition Agreement ” shall have the meaning ascribed to such term in Section 5.7(b) .

1.83 “ Seller Certificate ” shall have the meaning ascribed to such term in Section 6.2(c) .

1.84 “ Seller Closing Deliverables ” shall have the meaning ascribed to such term in Section 2.7.

1.85 “ Seller Licensed Intellectual Property ” shall have the meaning ascribed to such term in Section 3.14(m).

1.86 Seller Tax Returns ” shall have the meaning ascribed to such term in Section 5.5(a).

1.87 “ Seller’s Intellectual Property ” means all Intellectual Property in, arising out of, or associated with the Business Assets, or included in the Excluded Assets.

1.88 “ Seller’s Intellectual Property Rights ” means all Intellectual Property Rights in, arising out of, or associated with the Business Assets, or included in the Excluded Assets.

1.89 “ Seller’s Registered Intellectual Property Rights ” shall have the meaning ascribed to such term in Section 3.14(g).

1.90 “ Software ” means computer programs of any type or form (including source code and object code), including code, scripts, applets, engines, generators, and macros, and related programmers’ comments, data files and structures, header and include files, macros, object libraries, programming tools not commercially available, technical specifications, flowcharts, and logic diagrams, schematics, annotations, and documentation.

1.91 “ Sublease ” means the sublease of the Premises from Seller to Buyer. Such Sublease shall (i) be for fifty percent (50%) of the square footage of the Premises; (ii) be on a month to month basis; (iii) provide that if Buyer intends to occupy the Premises beyond the date of Seller’s final dissolution, Seller shall prepay the remaining lease payments to the Premises’ landlord and Buyer shall pay its pro rata portion of such prepayment to Seller; (iv) provide that Buyer will pay its pro rata portion of the maintenance costs associated with the lease of the Premises; and (iv) be in a form reasonably satisfactory to Buyer.

1.92 “ Superior Proposal ” means any bona fide offer made by a third party that if consummated would result in such Person (or its shareholders) owning, directly or indirectly, more than 66.67% of the shares of Seller’s capital stock then outstanding (or of the shares of the surviving entity in a merger or the direct or indirect parent of the surviving entity in a merger) or all or substantially all the assets of Seller, which the board of directors of Seller determines in good faith (after consultation with its financial advisors) to be (i) more favorable to the shareholders of Seller from a financial point of view than the purchase of the Business Assets, and taking into account all the terms and conditions of such proposal and this Agreement (including any changes to the financial terms of this Agreement in response to such offer or otherwise) and (ii) reasonably capable of being completed on or before September 30, 2008 and on the terms proposed, taking into account all financial, legal, regulatory, and other aspects of such proposal.

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1.93 “ Survival Period ” shall have the meaning ascribed to such term in Section 7.1(a).

1.94 “ Takeover Proposal ” means any inquiry (including a request for a waiver or amendment of an existing agreement), proposal or offer from any Person (other than Buyer or an Affiliate thereof) relating to, or that could reasonably be expected to lead to, any direct or indirect acquisition or purchase, in one transaction or a series of transactions, of assets or businesses that constitute 25% or more of the revenues, net income or assets of Seller, or 25% or more of any class of equity securities of Seller; any tender offer or exchange offer that if consummated would result in any Person beneficially owning 25% or more of any class of equity securities of Seller; or any merger, consolidation, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving Seller pursuant to which any Person or the shareholders of any Person would own 25% or more of any class of equity securities of Seller or of any resulting parent company of Seller, in each case other than the transactions contemplated by this Agreement.

1.95 “ Tax Returns ” means all reports, returns, declarations, statements or other information supplied to a taxing authority in connection with Taxes.

1.96 “ Taxes ” means all taxes, including income, gross receipts, ad valorem, value-added, excise, real property, personal property, sales, use, transfer, withholding, employment, unemployment, insurance, social security, business license, business organization, environmental, workers compensation, profits, license, lease, service, service use, severance, stamp, occupation, windfall profits, customs, duties, franchise and other taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof, and including any liability for the Taxes of another Person.

1.97 “ Termination Date ” shall have the meaning ascribed to such term in Section 8.1(d) .

1.98 “ Terms and Conditions ” means any and all of the visitor terms and conditions published on Seller’s Websites governing visitor’s use of and access to any of its Websites.

1.99 “Third Party Claim ” shall have the meaning ascribed to such term in Section 7.1(c) .

1.100 “ Trademarks ” shall have the meaning ascribed to such term in Section 3.14(a).

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1.101 “ Trademark Rights ” shall have the meaning ascribed to such term in Section 3.14(a).

1.102 “ Trade Secret Rights ” shall have the meaning ascribed to such term in Section 3.14(a).

1.103 “ Transfer Taxes ” shall have the meaning ascribed to such term in Section 2.12 .

1.104 “ Webpage ” shall means a page, document, or file viewable within a Website (i.e., that is presented as part of the Website and not as a link to another Website).

1.105 “ Website ” shall mean the Webpages located at the following urls: www.lionbroker.com; www.lioninc.com; www.lionmts.com; www.lionmts.org; www.lionmts.biz; and www.lionmts.net.

1.106 “ Works of Authorship ” shall have the meaning ascribed to such term in Section 3.14(a).

ARTICLE II
THE TRANSACTION

2.1 The Transaction . On the Closing Date and effective as of the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Business Assets, in exchange for (x) a cash payment to Seller in the amount of $525,000 (the “ Purchase Price ”) and (y) the assumption by Buyer of the Assumed Liabilities.

2.2 Business Assets . For purposes of this Agreement, the term “ Business Assets ” means all the assets, properties and rights of Seller used, or contemplated to be used, in connection with the operation of the Business, including, but not limited to, those assets set forth on Schedule 2.2 , except for the Excluded Assets.

2.3 Excluded Assets . Notwithstanding anything in Article II to the contrary, it is hereby expressly acknowledged and agreed that the Business Assets shall not include, and Seller is not selling, conveying, assigning, transferring or delivering to Buyer, and Buyer is not purchasing, acquiring or accepting from Seller, any of the rights, properties or assets set forth or described in paragraphs (a) through (e) below (the rights, properties and assets expressly excluded by this Section 2.3 from the Business Assets being referred to herein as the “ Excluded Assets ”):

(a) all cash and cash equivalents;

(b) all Receivables;

(c) all of Seller’s minute books, stock records and corporate seals;

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(d) all Insurance Policies;

(e) all contracts listed on Schedule 2.3(e) ;

(f) all assets listed on Schedule 2.3(f) ; and

(g) all rights and interest pursuant to Seller’s lease to the Premises, subject to the terms of the Sublease.

2.4 Assumed Liabilities . On the Closing Date, Buyer shall execute and deliver to Seller the Assumption Agreement, pursuant to which Buyer shall accept, assume and agree to pay, perform or otherwise discharge the liabilities and obligations of Seller pursuant to and under the Assumed Liabilities. For purposes of this Agreement, the term “ Assumed Liabilities ” means all current liabilities and obligations of the Business as set forth and described on Schedule 2.4 . Seller shall indemnify and hold Buyer harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages incurred or suffered by Buyer or any of its affiliates related to or arising out of any liabilities or obligations of Seller not listed on Schedule 2.4 as Assumed Liabilities.

2.5 Excluded Liabilities . Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liabilities or obligations of Seller, whether direct or indirect, known or unknown, absolute or contingent, pursuant to and under the Excluded Liabilities. For purposes of this Agreement, the term “ Excluded Liabilities ” means all obligations and liabilities of Seller, whether known or unknown, not listed on Schedule 2.4 .

2.6 The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Seattle, Washington, or at such location as the Parties may mutually agree, on such mutually agreeable date as soon as practicable (and in any event not later than three business days) after the satisfaction or waiver of all conditions set forth in Article VI hereof (other than those conditions that, by their terms, are not capable of being satisfied or waived until the Closing) (the “ Closing Date ”).

2.7 Deliveries by Seller . At the Closing, Seller will deliver or cause to be delivered to Buyer the following (the “ Seller Closing Deliverables ”):

(a) a duly executed counterpart of the Non-Competition and Non-Solicitation Assignment in substantially the form attached hereto as Exhibit A ;

(b) a duly executed counterpart of the Bill of Sale in substantially the form attached hereto as Exhibit B ;

(c) a duly executed counterpart of the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C ;

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(d) a duly executed counterpart of the IP Assignment Agreement in substantially the form attached hereto as Exhibit D ;

(e) a duly executed counterpart of the Sublease;

(f) the Seller Certificate;

(g) a certificate of Seller’s non foreign status that complies with the requirements of Section 1445 of the Code, and the Treasury Regulations promulgated thereunder;

(h) the Required Consents;

(i) a legal opinion from Stoel Rives LLP, Seller’s counsel, in substantially the form attached hereto as Exhibit E ; and

(j) all other documents, instruments and writings required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement and the Ancillary Agreements, and, subject to Section 2.11 , all other documents, instruments, declarations, affidavits and writings reasonably requested by Buyer that are reasonably necessary to assign, convey, transfer and deliver to Buyer, good and valid title to the Business Assets.

2.8 Deliveries by Buyer . At the Closing, Buyer will deliver or cause to be delivered to Seller the following (the “ Buyer Closing Deliverables ”):

(a) an amount equal to the Purchase Price by wire transfer in immediately available funds to an account designated by Seller at least five business days prior to the Closing Date;

(b) a duly executed counterpart of the Non-Competition and Non-Solicitation Assignment in substantially the form attached hereto as Exhibit A ;

(c) a duly executed counterpart of the Bill of Sale in substantially the form attached hereto as Exhibit B ;

(d) a duly executed counterpart of the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit C;

(e) a duly executed counterpart of the IP Assignment Agreement in substantially the form attached hereto as Exhibit D ;

(f) a duly executed counterpart of the Sublease; and

(g) all other documents, instruments and writings required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement and the Ancillary Agreements, and all other documents, instruments, declarations, affidavits and writings reasonably requested by Seller that are reasonably necessary for Buyer to assume the Assumed Liabilities.

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2.9 Allocation of Purchase Price . Seller and Buyer recognize their mutual obligations pursuant to Section 1060 of the Code to timely file IRS Form 8594 (the “ Asset Acquisition Statement ”) with their respective federal income tax returns. The Parties shall timely agree on an allocation of the Purchase Price among the Business Assets consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. Seller and Buyer shall each timely file an Asset Acquisition Statement conforming to such Purchase Price allocation with their respective income tax returns and neither Seller nor Buyer shall take a Tax position which is inconsistent with such Purchase Price allocation.

2.10 Further Assurances . On and after the Closing, upon the reasonable request of a Party, the other Party shall prepare, execute and deliver such other and further agreements, instruments, certificates, and other documents, and take, do and perform such other and further actions, as may be reasonably necessary or appropriate in order to effectuate the purposes and intent of this Agreement and to consummate the transactions contemplated hereby. In this regard, Seller and Buyer shall, and shall cause their respective affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to transfer and deliver to Buyer and its affiliates and their successors and assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer under this Agreement, and to assure the assumption by Buyer from Seller and its affiliates and their successors and assigns of the liabilities and obligations intended to be assumed by Buyer under this Agreement, and to otherwise make effective the transactions contemplated hereby (including returning to Seller any asset not contemplated by this Agreement to be a Business Asset, which asset was delivered to Buyer at the Closing).

2.11 Third-Party Consents . To the extent that any Business Contract is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof, prior to obtaining such consent. Seller shall obtain the Required Consents as a condition to Buyer’s obligation to purchase the Business Assets. Following the Closing Date, Seller shall obtain all Required Consents that Seller failed to obtain prior to the Closing, if any, as provided in Section 5.9 .

2.12 Sales and Transfer Taxes . Buyer shall pay directly, or reimburse Seller promptly upon demand and proof of payment for, any transfer taxes that may be imposed upon or payable or collectible or incurred in connection with this Agreement and the transactions contemplated hereunder (“ Transfer Taxes ”). Buyer and Seller shall use commercially reasonable efforts, to the extent permitted by Law, to reduce any applicable Transfer Taxes.

2.13 Legal Opinion of Seller’s Counsel . At Closing, Buyer shall reimburse Seller for up to $5,000 in respect of Seller’s documented costs incurred in connection with preparation of the legal opinion referenced in Section 2.7(h).

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date hereof, the following:

3.1 Organization, Qualification and Corporate Power . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington. Seller has all requisite corporate power and authority to carry on the Business and to own and use the Business Assets. Seller is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it in the conduct of the Business makes such qualification or licensing necessary.

3.2 Subsidiaries; Powers of Attorney . Other than Tuttle Risk Management Services LLC, a Washington limited liability company, Seller does not own or control, directly or indirectly, any interest in any other corporation, association or other business entity. Seller is not a participant in any joint venture, partnership or other arrangement involving joint ownership of assets and sharing of profits. There are no outstanding powers of attorney executed on behalf of Seller. Seller has never been the successor to any predecessor person or entity.

3.3 Authorization of Transaction . 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 execution and delivery by Seller of this Agreement and the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by Seller and (assuming due authorization, execution and delivery by Buyer) constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, subject to bankruptcy, insolvency and similar laws affecting the rights of creditors generally and subject to rules of Law governing specific performance, injunctive relief and other equitable remedies.

3.4 Noncontravention . Neither the execution and delivery by Seller of this Agreement or the Ancillary Agreements, nor the consummation by Seller of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the articles of incorporation or bylaws of Seller, (b) require on the part of Seller any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “ 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 any obligations under, create in any party the right to terminate, modify any provision or cancel, or require any notice, consent or waiver under, any, or any Business Contract listed or required to be listed in Schedule 3.16(a) , except for the contracts listed on Schedule 3.4 (the “ Required Consents ”), (d) result in the imposition of any Lien upon any of the Business Assets, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the Business Assets.

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3.5 Financial Statements . Schedule 3.5 sets forth an unaudited balance sheet (the “ Balance Sheets ”) of Seller as of March 31, 2008 (the “ Balance Sheet Date ”), the related quarterly and annual unaudited statements of operations and cash flows of Seller for the fiscal quarter ended March 31, 2008 and the audited financial statements of Seller for the fiscal year ended December 31, 2007 (collectively, the “ Financial Statements ”). The Financial Statements were prepared in accordance with United States Generally Accepted Accounting Principles, applied on a consistent basis throughout the periods covered thereby (“ GAAP ”), and fairly present in all material respects the financial condition of Seller as of the dates and during the periods indicated therein.

3.6 Inventory . Seller does not own, control or possess any Inventory.

3.7 Absence of Changes . Since the Balance Sheet Date, Seller has not taken any of the following actions:

(a) adopted any employment or severance agreement for the benefit of any Employee, extended any offer letters for at-will employment, materially increased the compensation or fringe benefits of, or materially modified the employment terms of any Employee, or paid any benefit not required by the terms in effect on the Balance Sheet Date of any existing Benefit Plan or other employee benefit plan, program or policy or employment agreement;

(b) sold, leased, licensed or disposed of any assets, other than assets that are not associated with, necessary for or used in connection with the operation of the Business;

(c) acquired any material asset, other than an asset that is not associated with, necessary for or used in connection with the operation of the Business;

(d) licensed Seller’s Intellectual Property Rights to any third party;

(e) incurred or assumed any material liabilities or obligations;

(f) mortgaged or pledged or subjected any Business Asset to a Lien;

(g) changed in any material respect the accounting methods, principles or practices, except insofar as may be required by a change in GAAP or to comply with Seller’s accounting principles or policies;

(h) terminated (except pursuant to its terms), or materially modified or amended any Business Contract;

(i) canceled or compromised any material debt or claim or waived or released any rights of Seller; or

(j) agreed to take any of the foregoing actions.

3.8 No Undisclosed Liabilities . Seller does not have any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in Financial Statements in accordance with generally accepted accounting principles), which individually or in the aggregate, has not been reflected in the Balance Sheets. Seller has no liabilities that would be deemed to be Assumed Liabilities pursuant Section 2.4 other than those liabilities listed on Schedule 2.4 as Assumed Liabilities.

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3.9 Title to and Condition of Tangible Assets . Seller has, and as of immediately prior to the Closing will have, good and valid title to all tangible personal property, including equipment, included in the Business Assets, free and clear of any Lien. Seller has, and as of immediately prior to the Closing will have, a valid and binding leasehold interest in any leased equipment, free and clear of any Lien. Each item of tangible personal property included in the Business Assets, and the buildings, improvements, machinery and equipment necessary to the conduct of the Business, has been maintained in accordance with normal industry practice, is in reasonable operating condition in light of its age and is suitable for the purposes for which it presently is used.

3.10 Sufficiency of Assets . Except for (i) the Excluded Assets and (ii) any general corporate or administrative services provided to the Business by Seller, the Business Assets and the Employees include all tangible as