ASSET PURCHASE AGREEMENT

Exhibit 10.12

ASSET PURCHASE AGREEMENT

AGREEMENT (the "Agreement") made as of this 15 ^th day of May, 2008 by and among, BPA ASSOCIATES LLC, a Massachusettes Limited Liability Company having an address at 208 Common Street, Watertown, Massachusettes 02172 ("Seller") and a SAHARA MEDIA INC., a Delaware Corporation, having an address at 75 Franklin Street, 2 ^nd Floor, New York, New York 10013 ("Purchaser").

WHEREAS, Seller desires to sell and Purchaser desires to buy a database consisting of a subscription base list of approximately 3,660,000 subscribers in connection with its media related business (the "Business") on the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual representations, covenants and agreements hereinafter contained, Purchaser and Seller, each intending to be legally bound, hereby agree as follows:

1. Purchase and Sale of the Assets. Subject to the terms and conditions contained herein, upon execution hereof, Seller agrees to sell and transfer to Purchaser and Purchaser agrees to purchase from Seller:

(a)   all of Seller's right, title and interest in and a database consisting of a subscriber list of approximately 3.66 million members and or potential subscribers (the "Database").

(b)   all of Seller's right; title and interest in the goodwill associated with the Database (the "Goodwill");

(c) The Database and Goodwill associated with it are hereinafter collectively referred to as the "Assets".

2.             Purchase Price and Allocation.

In consideration for the sale, assignment, transfer and delivery as well as the pledging of the Assets as collateral for Purchaser's bridge financing, Purchaser shall pay to Seller's order, in certified funds, cashies check or money order, the aggregate amount of Eight Hundred Twenty Five Thousand Dollars ($825,000) and One Million Four Hundred Thousand (1,425,000) founder shares at .00001 par value, of which 350,000 shall include piggy back registration rights (the "Purchase Price"). The Purchase Price shall be payable as follows:

3.             Closing. The Closing shall occur at the office of Purchaser's counsel on August 15, 2008 or at a certain date, time and or other location mutually agreed to by the parties.

3.1          Purchaser has inspected the Database and agrees that the Database is a valid asset with value that Purchaser desires to acquire.

4.             Intentionally Omitted.

5.             Seller's Representations and Warranties. Seller hereby represents and warrants to Purchaser as follows:

(a)   Seller is an entity duly organized, validly existing and in good standing under the laws of the State of Massachusetts.

(b)   Seller has full corporate power and authority to execute, deliver and perform this Agreement in accordance with its terms. The execution, delivery and performance of this Agreement by Seller have been validly authorized by corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms.

(c)   That neither the execution and delivery of this Agreement nor compliance with the terms and provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or proAsions of any contract or other instrument to which Seller is a party or by which' Seller may be bound or constitutes a default thereunder.

(d)   This Agreement constitutes the legal, valid, and binding obligation of the Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform his obligations under this Agreement. Neither the execution nor delivery of this Agreement will, directly or indirectly (with or without notice or lapse of time):

(i) contravene, conflict with, or result in a violation of (a) any provision of the organizational documents of the Seller, or (b) any resolution adopted by the board of directors or the stockholders of the Seller;

(ii) contravene, conflict with, or result in a violation of, or give any person the right to challenge this Agreement or to exercise any remedy or obtain any relief under, any legal requirement or any order to which either the Seller or any of the Assets may be subject.

(e) Seller is the sole and unconditional owner of, and has good marketable title to the Assets, and Purchaser is receiving good, marketable and legal title to the Assets free and clear of any and all liens, security interests or encumbrances. This Agreement, and the instruments of transfer to be executed and delivered pursuant thereto, will effectively vest in Purchaser such title to the Assets free and clear of all encumbrances.

(f)   To the best of Seller's knowledge, there are no litigations, proceedings, investigations, suits, judgments, claims or violations pending or threatened against the Assets, or the Seller which may, in any manner, prevent, curtail or restrict Seller from completing the transactions contemplated by this Agreement and Seller is not aware of any facts or circumstances which could result in any material adverse change in the financial condition, business, operations or prospects of the Business, the Assets or the Seller.

(g)   To the best of Seller's knowledge, Seller has complied with all laws, ordinances, regulations, orders or other legal requirements in its ownership of the Assets, the noncompliance of which could have a material adverse effect on the value of the Assets.

(h)   To the best of Seller's knowledge, Seller is not aware of any material fact or circumstance related to these Assets which on the basis of good faith has not been disclosed in writing and might if so disclosed be reasonably expected to affect the decision of an intending purchaser of these Assets. The representations and warranties herein do not knowingly contain any untrue statement of fact or omit to state facts necessary to make such representations and warranties, in light of the circumstances under which they have been made, not misleading, and Seller has not knowingly withheld knowledge of any fact or event that has occurred or is about to occur which has had or will have an adverse effect on these Assets.

(i)   Intentionally Omitted.

(j) Seller represents that, to the best of its knowledge, the Business is being operated in accordance with all laws, ordinances and rules affecting said Business, and there are no present litigations against the Seller affecting the operation of the Business.

(k) Seller represents that it is not in default with respect to any order or decree of any court or governmental agency.

(1) Seller represents and acknowledges that Purchaser is not assuming any liability or obligation of any nature of the Seller whether absolute, accrued, contingent or otherwise, and whether due or to become due, and Purchaser shall not be subject to any such liabilities or obligations except as otherwise expressly set forth herein.

(m)   Seller has entered into no collective bargaining agreement with any union representing its employees in connection with the Business.

(n)   Seller has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders' fees in connection with the transaction contemplated by this Agreement.

6.             Purchaser's Representations and Warranties. Purchaser hereby represents and warrants to Seller as follows:

(a)   Purchaser is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to conduct business in the States of Delaware and New York.

(b)   Purchaser has full corporate power and authority to execute, deliver and perform this Agreement in accOrdance with its terms. The execution, delivery and performance of this Agreement by Purchaser have been validly authorized by all corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms.

(c)   Neither the execution nor delivery of this Agreement nor compliance with the terms and provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any contract or other instrument to which Purchaser is a party or by which Purchaser may be bound or constitutes a default thereunder.

(d)   This Agreement constitutes the legal, valid,