EXECUTION COPY ASSET PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

By and Between

StayOnline, Inc.,

a Delaware corporation

as Seller

and

LodgeNet Entertainment Corporation,
a Delaware corporation

as Buyer

EXECUTION COPY

TABLE OF CONTENTS

Page No.

i

EXECUTION COPY

Page No.

ii

EXECUTION COPY

Page No.

iii

EXECUTION COPY

Page No.

iv

EXECUTION COPY

LIST OF SCHEDULES

v

EXECUTION COPY

LIST OF EXHIBITS

vi

EXECUTION COPY

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this " Agreement "), is made as of November 14, 2006, by and between StayOnline, Inc., a Delaware corporation with its principal executive offices at 120 Interstate North Parkway, Suite 160, Atlanta, Georgia 30339 (" Seller "), and LodgeNet Entertainment Corporation, a Delaware corporation with principal executive offices at 3900 West Innovation Street, Sioux Falls, South Dakota 57107 (" Buyer ").

RECITALS

     A. Seller is in the business of developing, marketing, selling, installing and servicing wireless broadband Internet access systems and related products and services to hotels and other locations (the " Business ").

     B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Business and substantially all of the assets associated therewith, in exchange for the consideration specified in this Agreement, and in accordance with the terms and conditions set forth herein.

AGREEMENT

     NOW, THEREFORE, in consideration of the covenants, representations, warranties and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINED TERMS

     In addition to certain terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings set forth as follows:

     1.1 " Accounts Receivable " means all trade accounts receivable and other rights to payment from customers of Seller, including but not limited to all trade accounts receivables listed on Schedule 1.1 and all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Seller.

     1.2 " Assumed Contracts " means all of the Contracts to which Seller is a party or by which Seller is bound, including, unless otherwise designated, the Contracts listed on Schedule 4.14 ; but excluding (a) Contracts of Seller evidencing Indebtedness other than capital leases listed on Schedule 4.14 , (b) Contracts that constitute Employee Benefit Plans listed on Schedule 4.16 , (c) oral Contracts with employees for "at will" employment, (d) Contracts that constitute Insurance Policies listed on Schedule 4.20 , (e) Contracts that relate to Seller’s equity securities, including any buy-sell agreements, stock option and warrant agreements, (f) this Agreement and all Related Agreements entered into or to be entered into between Seller and Buyer, or among Seller, Buyer and other parties in connection herewith, (g) at the election of Buyer, any Contract which violates a representation or warranty contained in this Agreement, and (h) the Contracts listed on Schedule 1.2 attached hereto.

EXECUTION COPY

     1.3 " Contract " means any written or oral contract, agreement, instrument, order, arrangement, commitment or understanding of any nature, including, but not limited to, sales orders, purchase orders, leases, subleases, data processing agreements, maintenance agreements, license agreements, sublicense agreements, loan agreements, promissory notes, security agreements, pledge agreements, deeds, mortgages, guaranties, indemnities, warranties, employment agreements, consulting agreements, sales representative agreements, joint venture agreements, buy-sell agreements, options or warrants.

     1.4 " Employee Benefit Plan " means any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (" ERISA "), or any other plan, program, policy or arrangement for or regarding bonuses, commissions, incentive compensation, vacation, deferred compensation, pensions, profit sharing, retirement, payroll savings, stock options, stock purchases, stock awards, stock ownership, phantom stock, stock appreciation rights, medical/dental expense payment or reimbursement, disability income or protection, sick pay, group insurance, self insurance, death benefits, employee welfare or fringe benefits of any nature.

     1.5 " Encumbrance " means any lien, security interest, pledge, mortgage, easement, covenant, restriction, reservation, conditional sale, prior assignment, or other encumbrance, claim, burden or charge of any nature.

     1.6 " Environmental Claims " means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation (in each case in writing) by any Person (including any Governmental Authority), alleging noncompliance, violation or potential liability (including potential responsibility or liability for costs of enforcement, investigation, cleanup, governmental response, removal or remediation, for natural resources damages, property damage, personal injuries or penalties or for contribution, indemnification, cost recovery, compensation or injunctive relief) arising out of, or related to the presence, release or threatened release of any Hazardous Substances at any location, whether or not owned or operated by Seller.

     1.7 " Environmental Laws " means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, treaty, writ or order and any enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree, judgment, stipulation, injunction, permit, authorization, policy, opinion or agency requirement, in each case having the force and effect of law, relating to the pollution, protection, investigation or restoration of the environment, health and safety as affected by the environment or natural resources, including, without limitation, those relating to the use, handling, presence, transportation, treatment, storage, disposal, release, threatened release or discharge of Hazardous Substances or noise, odor, wetlands, pollution or contamination (including any and all National Environmental Protection Act requirements).

     1.8 " Escrow Agent " means U.S. Bank, National Association.

     1.9 " Excluded Assets " means (a) all rights of Seller under its Insurance Policies; (b) cash; (c) Seller’s Employee Benefit Plans; and (d) those assets identified on Schedule 1.9 attached hereto.

2

EXECUTION COPY

     1.10 " GAAP " means generally accepted accounting principles in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board (and its predecessors), the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission ("SEC") that are applicable to the circumstances as of the date of determination.

     1.11 " Governmental Authority " means any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

     1.12 " Hazardous Substances " means any substance, waste, contaminant, pollutant or material that has been determined by any United States federal government authority, or any state or local government authority having jurisdiction over Seller’s Real Property, to be capable of posing a risk of injury or damage to health, safety, property or the environment, including, but not limited to (a) all substances, wastes, contaminants, pollutants and materials defined or designated as hazardous, dangerous or toxic pursuant to any Law of any state in which any of Seller’s Real Property is located or any United States Law, and (b) asbestos, polychlorinated biphenyls (" PCBs ") and petroleum.

     1.13 " Indebtedness " means, with respect to any Person, without duplication (a) every liability of such Person (i) for borrowed money, including all amounts that may be payable in order to extinguish the debt, including items such as prepayment penalties, breakage costs, early termination fees and cost reimbursements required to obtain releases from lenders, and amounts payable on termination of any interest rate swap arrangements, (ii) evidenced by notes, bonds, debentures or similar instruments (whether or not negotiable), (iii) capital leases, or (iv) any contingent reimbursement obligations or amounts outstanding pursuant to any letters of credit or similar facilities issued for the account of such Person, and (b) every liability of any other Person of the kind described in the preceding clause (a) that such Person has guaranteed.

     1.14 " Information Technology Systems " means any combination of computer software, firmware, computer hardware (whether general or special purpose), telecommunications capabilities (including all voice, data and video networks) and/or other similar or related items of automated, computerized, and/or software systems and any other networks or systems and related services that are used or relied on by Seller for operations.

     1.15 " Insurance Policy " means any public liability, product liability, general liability, comprehensive, property damage, vehicle, life, hospital, medical, dental, disability, worker’s compensation, key man, fidelity bond, theft, forgery, errors and omissions, directors’ and officers’ liability, or other insurance policy of any nature.

     1.16 " Intellectual Property Assets " means any name, corporate name, assumed fictitious business name, trade name, trade dress, brand, slogan, design, logo, registered and unregistered trademark, service mark and application for the registration of any of the foregoing (collectively, " Trademarks "); all patents (including all provisional, divisionals, continuations, continuations in part, and reissues), patent applications and inventions and discoveries that may be patentable or unpatentable and whether or not reduced to practice (collectively, " Patents "); all

3

EXECUTION COPY

registered and unregistered copyrights in both published works and unpublished works, copyright applications, and copyrightable subject matter (collectively, " Copyrights "); all rights in mask works; all know-how, trade secrets, confidential or proprietary information, customer and vendor lists, Proprietary Software, Software, technical information, data, process technology, plans, drawings and blue prints, processes, methods and techniques, research and development information, industry analyses, drawings, algorithms, etherware, specifications, proposals, models, financial and accounting data, business and marketing plans, business method, product right, or other intangible asset of any nature (collectively, " Trade Secrets "); and all rights in internet web sites and internet domain names (collectively " Net Names ").

     1.17 " Judgment " means any order, writ, injunction, citation, award, decree or other judgment of any nature of any Governmental Authority or arbitration tribunal.

     1.18 A party to this Agreement shall be deemed to have " Knowledge " of a fact or other matter only if an officer of such party has or had actual awareness of such fact or other matter or reasonably ought to have actual awareness of such fact or other matter in the ordinary course of the performance of his duties as an officer, without any duty to inquire or investigate.

     1.19 " Law " means any provision of any federal, state or local law, statute, ordinance, charter, constitution, rule or regulation.

     1.20 " Material Adverse Effect " means any change, event or effect that, individually or in the aggregate, is materially adverse to the financial condition, financial performance or business prospects of the Business or the Acquired Assets or materially increases Seller’s Obligations under any of the Assumed Liabilities, regardless of whether such effect (i) was reasonably foreseeable; or (ii) is of a type or nature inherent in the business or operations of the party; other than any such effect attributable to or resulting (a) directly and solely from the public announcement or consummation of the transactions contemplated by this Agreement, including loss of vendors, customers or employees resulting directly therefrom, (b) from the compliance by any party with its obligations under the Agreement, or (c) from any act or omission taken at the specific written request of the other party to this Agreement.

     1.21 " Multiemployer Plan " means a multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA.

     1.22 " Multiple Employer Plan " means any employee pension benefit plan (as defined in Section 3(2) of ERISA) sponsored by more than one employer, at least two of whom are not under common control as described in Sections 4063 of ERISA or 4064 of ERISA or Section 413(c) of the Code.

     1.23 " Obligation " means any debt, liability or obligation of any nature, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or otherwise.

     1.24 " Permit " means any license, permit, approval, waiver, order, authorization, right or privilege of any nature, granted, issued, approved or allowed by any foreign, federal, state or local governmental body, administrative agency or regulatory authority.

4

EXECUTION COPY

     1.25 " Permitted Encumbrances " shall mean (i) liens for current Taxes not yet due and payable, (ii) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s and other similar liens arising or incurred in the ordinary course of the Business or which are not material in amount, and (iii) any Encumbrances set forth on Schedule 4.6 .

     1.26 " Person " means any individual, sole proprietorship, joint venture, partnership, limited liability company, corporation, association, cooperative, trust, estate, governmental body, administrative agency, regulatory authority or other entity of any nature.

     1.27 " Proceeding " means any demand, claim, suit, action, litigation, investigation, arbitration, administrative hearing or other proceeding of any nature.

     1.28 " Proprietary Software " means Software (whether general or special purpose) that is used or relied on by Seller for its operations that it (either directly or through a third party) has developed, customized or enhanced or is in the process of doing the same, to the extent of Seller’s proprietary interest therein.

     1.29 " Real Property " means any real estate, land, building, structure or other real property of any nature and all appurtenant and ancillary rights thereto, including, but not limited to, easements, covenants, water rights, sewer rights and utility rights.

     1.30 " Software " means any computer program, operating system, applications system, firmware or software of any nature, including all object code, source code, technical manuals, user manuals and other documentation therefor, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature.

     1.31 " Superior Proposal " means any bona fide written Acquisition Proposal (as defined in Section 11.14 ) that the Board of Directors of Seller determines in good faith, after consultation with its legal and financial advisers, to be more favorable to Seller than the transaction contemplated by this Agreement, taking into account (i) all financial and strategic considerations, including legal, financial, regulatory and other aspects of such Acquisition Proposal and the transaction contemplated by this Agreement, deemed relevant by the Board of Directors, and (ii) all the terms and conditions of such Acquisition Proposal and of the transaction contemplated by this Agreement.

     1.32 " Tangible Property " means any furniture, fixtures, leasehold improvements, vehicles, office equipment, computer equipment, other equipment, machinery, tools, forms, supplies or other tangible personal property of any nature.

     1.33 " Tax " means any foreign, federal, state or local income, earnings, profits, gross receipts, franchise, capital stock, net worth, sales, use, occupancy, general property, real property, personal property, intangible property, transfer, fuel, excise, payroll, withholding, unemployment compensation, social security or other tax of any nature, or any deficiency, interest or penalty imposed with respect to any of the foregoing.

     1.34 " Tax Return " means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental

5

EXECUTION COPY

Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating to any Tax.

ARTICLE 2
THE TRANSACTION

     2.1 Sale and Purchase of Acquired Assets . On the Closing Date (as defined in Section 12.1 ), effective to the fullest extent possible at 5:00 p.m. Eastern time on the Closing Date, and subject to the other terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, all right, title and interest in and to the Acquired Assets (as defined in Section 2.1(a) ), free and clear of all Encumbrances other than Permitted Encumbrances, and Seller shall assign to Buyer, and Buyer shall assume, the Assumed Liabilities.

     (a) Acquired Assets . The " Acquired Assets " means all assets, properties and Intellectual Property Rights of Seller other than the Excluded Assets, including, without limitation, all assets used by Seller in or for its Business, wherever located and whether or not reflected on Seller’s books and records, including, but not limited to, the following assets:

     (i) All of the assets reflected on Seller’s balance sheet, as of the Closing Date, including but not limited to, Seller’s Accounts Receivable, prepaid expenses, security deposits, rent escrows, and other prepayments, deposits and escrows, provided that if Closing occurs on or prior to January 15, 2007 Seller may retain any cash or cash equivalents on Seller’s balance sheet.

     (ii) All of Seller’s Tangible Property and Intellectual Property Assets, including, but not limited to, all Proprietary Software and all rights in and to the name "StayOnline" and all derivations thereof, but excluding Seller’s rights as licensee in and to commonly available off-the-shelf Software licensed by Seller, to the extent the same are not transferable.

     (iii) All rights of Seller under the Assumed Contracts.

     (iv) All of Seller’s rights under any noncompetition, nondisclosure or other restrictive covenant made for the benefit of Seller in any Contract with current or former employees of Seller, regardless of whether any such current employee accepts an offer of employment from Buyer pursuant to Section 11.1(b) .

     (v) All transferable rights under all of Seller’s Permits granted or issued to Seller or otherwise held by Seller relating to or for the benefit of Seller, and all transferable rights to the Software used in the Business.

     (vi) All of Seller’s rights in Real Property as specified in Section 4.11 .

     (vii) All of Seller’s rights with respect to telephone numbers, telephone directory listings and advertisements.

6

EXECUTION COPY

     (viii) All of Seller’s goodwill and customer lists, prospect lists, supplier lists, data bases, computer media, sales and marketing materials, invoices, correspondence, files, books and records relating to the Acquired Assets or the Business.

     (ix) All of Seller’s claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating to Seller’s ownership of the Acquired Assets and/or the operation of the Business.

     (x) All of Seller’s claims, causes of action, contract rights, powers and remedies and other legal rights and remedies, whether or not known as of the Closing Date, arising under the Assumed Contracts and all indemnification rights under such Assumed Contracts.

     (b) Assumed Liabilities . Buyer shall assume and pay, perform and discharge only the following liabilities of Seller and not any of the Excluded Liabilities (as defined in Section 2.2 ), in accordance with the respective terms and subject to the respective conditions thereof (collectively, the " Assumed Liabilities "):

     (i) The Obligations of Seller under those Assumed Contracts to which Seller is a party solely to the extent such liabilities accrue or arise from and after the Closing.

     (ii) All trade accounts payable and normal recurring accrued liabilities that are not Excluded Liabilities that arose in the ordinary course of business and that are included as a current liability on Seller’s books and records as consistently maintained and that are listed on Schedule 2.1(b)(ii)(A) other than those accounts payable and accrued liabilities for which the original payment due date is past, unless such accounts are listed on Schedule 2.1(b)(ii)(B) .

     (iii) Any Obligation of Seller described on Schedule 2.1(b)(iii) .

     2.2 Excluded Liabilities . Buyer shall not assume, and shall have no liability for, any Obligations of Seller including but not limited to those set forth on Schedule 2.2 other than the Assumed Liabilities (the " Excluded Liabilities "). The Excluded Liabilities shall remain the sole responsibility of Seller. Seller shall promptly pay, discharge and perform all Excluded Liabilities in accordance with their terms.

ARTICLE 3
PURCHASE CONSIDERATION

     3.1 Purchase Price . In consideration of the sale and transfer by Seller to Buyer of the Acquired Assets, Buyer shall pay to Seller Fifteen Million and No/100 Dollars ($15,000,000), subject to adjustment pursuant to Section 3.1(b) , Section 3.3 and Section 3.4 (the " Purchase Price "), payable as follows:

     (a) Concurrently with the execution and delivery of this Agreement, Buyer shall deliver to Escrow Agent One Million Dollars ($1,000,000) (the " Deposit "), by wire

7

EXECUTION COPY

transfer of immediately available funds to the Escrow Account in accordance with the Escrow Agreement (as such terms are defined in Section 3.2(a) );

     (b) At the Closing, Buyer shall (i) pay an amount equal to Twelve Million Dollars ($12,000,000), plus or minus (1) an amount equal to the Closing Purchase Price Adjustment, as defined in Section 3.3(b) , plus (2) an amount equal to the Audit Fees, as defined in Section 11.15 , plus (3) an amount equal to the Delay Adjustment, if any, as defined in Section 3.4 , minus (4) an amount equal to the Deposit plus income actually earned thereon from the date hereof to the Closing Date, in the aggregate, by wire transfer of immediately available funds, in the amounts and to the accounts of those Persons identified on Exhibit 3.1 , and (ii) pay Three Million Dollars ($3,000,000) (the " Escrow Amount ") by wire transfer of immediately available funds to the Escrow Account pursuant to Section 3.6 . Seller shall provide Buyer with written wire transfer instructions for the payment of the Purchase Price, or shall update Exhibit 3.1 to include such instructions, at least forty-eight (48) hours prior to the Closing.

Notwithstanding the foregoing, Seller shall have the option, exercisable by notice to Buyer not later than ten (10) business days prior to the Closing Date, to permit certain stockholders of Seller and/or their affiliates who have guaranteed Seller’s obligations to Technology Investment Capital Corp. (the " Guarantors ") to, by separate written agreement reasonably acceptable to Buyer and the Guarantors, jointly and severally guarantee Seller’s indemnity obligations to Buyer under Section 13.1 of this Agreement up to the Escrow Amount and for the period contemplated by the Escrow Agreement (as hereinafter defined) rather than having Buyer pay the Escrow Amount into the Escrow Account as contemplated by Section 3.1(b)(ii) . In that event, (i) to support such guarantee, the Guarantors and Buyer will either enter into an escrow agreement, containing substantially the same principal terms and provisions as the Escrow Agreement, provided that the Guarantors shall designate a representative to act on behalf of the Guarantors under the Agreement, and deposit Three Million Dollars ($3,000,000) cash into escrow under such new agreement, or provide irrevocable, clean letter of credit arrangements with a term of not less than eighteen (18) months from the Closing Date (" Letters of Credit ") in the amount of $3,000,000, which arrangements are satisfactory in form and substance to Buyer in its sole discretion, not later than the Closing Date; (ii) the deposit of the Escrow Amount into the Escrow Account by Buyer, as contemplated by Section 3.1(b)(ii) , will not be made; and (iii) the portion of the Purchase Price payable by Buyer at Closing pursuant to Section 3.1(b)(i) will be increased by Three Million Dollars ($3,000,000).

     3.2 Deposit .

     (a) Concurrently with the execution and delivery of this Agreement, Seller and Buyer shall execute and deliver an escrow agreement substantially in the form of Exhibit 3.2(a) attached hereto, by and among Seller, Buyer and Escrow Agent (the " Escrow Agreement "). The Deposit shall be held in escrow in an account (the " Escrow Account ") of immediately available funds in accordance with the applicable terms and conditions of this Agreement and of the Escrow Agreement and will be disbursed as provided herein and in the Escrow Agreement.

     (b) If the transactions contemplated by this Agreement are consummated, then the Deposit plus income actually earned thereon as contemplated by the Escrow

8

EXECUTION COPY

Agreement shall be released from escrow and paid to Seller by Escrow Agent and credited against the Purchase Price payable by Buyer to Seller at the Closing pursuant to Section 3.1(b) .

     (c) If the transactions contemplated by this Agreement are not consummated by reason of a default by Buyer under the terms of this Agreement, then Seller shall be entitled to retain the Deposit, plus income actually earned thereon, as liquidated damages for such default. For purposes of this Section 3.2(c) , Buyer shall be deemed in default if Buyer (i) shall fail to materially perform any of the covenants or agreements of Buyer contained in this Agreement, (ii) shall fail to satisfy any of the conditions set forth in Sections 9.1 , 9.2 , 9.7 , or 9.8 within ten (10) business days after Seller has satisfied the conditions set forth in Sections 8.1 , 8.2 , 8.3, 8.4 , 8.7 , 8.8 , and 8.9 , or (iii) shall refuse to consummate, or have insufficient funds to consummate, the transactions contemplated by this Agreement when Seller has shown itself able and willing to consummate such transactions and has performed all the covenants and agreements required to have been performed by Seller hereunder; provided, however, that Buyer shall not be deemed to be in default under clause (ii) or (iii) of this sentence until one hundred eighty (180) days have elapsed from the date of this Agreement. The parties agree that time is of the essence for the consummation of the transactions contemplated by this Agreement and that the amount of damages caused by a default by Buyer hereunder would be very difficult to calculate. Accordingly, the parties agree that the provision for liquidated damages contained in this Section 3.2 shall not be construed as a penalty provision. The retention by Seller of the Deposit plus income actually earned thereon shall be Seller’s sole and exclusive remedy hereunder.

     (d) If the transactions contemplated by this Agreement are not consummated for reasons that do not entitle Seller to retain the Deposit pursuant to Section 3.2(c) , then Buyer shall be entitled to an immediate return of the Deposit plus income actually earned thereon through the date of such return, which shall be Buyer’s sole and exclusive remedy hereunder unless Seller has committed a breach or default under this Agreement and the transactions contemplated by this Agreement are not consummated as a result of Seller’s willful and wrongful failure to consummate such transactions under circumstances under which all conditions to the obligations of Seller set forth in Article 9 have been satisfied or waived (other than any conditions that have not been satisfied as a result of any action or inaction on the part of Seller), in which event Buyer shall be entitled to pursue any rights or remedies existing at law or in equity with respect to such default.

     3.3 Working Capital Adjustment .

     (a) " Working Capital " as of a given date shall mean as recorded on the balance sheet as of that date in accordance with GAAP the net of accounts receivable (net of reserve for doubtful accounts) plus inventory (net of reserve for obsolescence) plus other current assets minus Assumed Liabilities and minus other deferred revenue of Seller. The anticipated Working Capital of Seller as of the signing of this Agreement shall be $250,000 (the " Target Working Capital "). Seller shall, not less than three (3) business days prior to the Closing, estimate the Working Capital as of Closing, based on the balance sheet of Seller as of the prior month-end, but brought forward to include any

9

EXECUTION COPY

known changes in the components of Working Capital since such prior month-end, supporting documentation for all of which shall be provided to Buyer for its review (the " Estimated Working Capital "). Within sixty (60) days following the Closing, Buyer shall calculate the Working Capital as of the date of the Closing (the " Actual Working Capital "). On or prior to the thirtieth (30th) day after Seller receives Buyer’s calculation of the Actual Working Capital, Seller may give Buyer a written notice that it objects (an " Objection Notice ") to Buyer’s calculation. Any Objection Notice shall specify the dollar amount of any objection and a reasonably detailed summary of the basis for objection. Except to the extent Seller timely objects to a specific determination set forth in Buyer’s calculation of the Actual Working Capital pursuant to an Objection Notice delivered to Buyer within such thirty (30) day period, Buyer’s calculation of the Actual Working Capital will be conclusive and binding upon the parties. If Seller delivers a timely Objection Notice, then Buyer and Seller shall negotiate in good faith to resolve their disputes raised pursuant to a timely Objection Notice. If Buyer and Seller are unable to resolve any disputes related to the calculation of the Actual Working Capital within thirty (30) business days following the delivery of the Objection Notice, then Buyer shall retain a mutually-acceptable accounting firm (" Independent Accounting Firm ") to resolve the dispute as soon as practicable, and in any event within thirty (30) days after Buyer retains such firm. The Actual Working Capital as determined by the Independent Accounting Firm will be conclusive and binding upon the Parties hereto and will constitute the Actual Working Capital for all purposes of this Agreement. The fees and expenses of the Independent Accounting Firm in connection with its review of the Actual Working Capital shall be paid one-half by Seller and one-half by Buyer.

     (b) If, as of the Closing Date, the Estimated Working Capital is (i) less than the Target Working Capital, the Purchase Price payable at the Closing will be reduced by the difference between the Estimated Working Capital and the Target Working Capital or (ii) more than the Target Working Capital, the Purchase Price payable at the Closing will be increased by the difference between the Estimated Working Capital and the Target Working Capital (such increase or decrease, the " Closing Purchase Price Adjustment "). If the Actual Working Capital is (i) less than the Estimated Working Capital, the Purchase Price will be reduced by the difference between the Estimated Working Capital and the Actual Working Capital or (ii) more than the Estimated Working Capital, the Purchase Price will be increased by the difference between the Estimated Working Closing and the Actual Working Capital (the " Final Purchase Price Adjustment "). In the event of a reduction to the Purchase Price pursuant to the Final Purchase Price Adjustment, Seller will be liable for the amount of the reduction and will pay to Buyer, within five (5) business days of the calculation of the Actual Working Capital being declared final pursuant to Section 3.3(a) (the " Balance Sheet Date "), the amount of such reduction plus interest accruing on such amount at a rate of six percent (6%) per annum from the Closing Date until such amount is paid, in immediately available funds to an account specified by Buyer. In the event of an increase to the Purchase Price pursuant to the Final Purchase Price Adjustment, Buyer will pay to Seller, within five (5) business days of the Balance Sheet Date, the amount of such increase plus interest accruing on such amount at a rate of six percent (6%) per annum from the Closing Date until such amount is paid, in immediately available funds to an account specified by Seller. Any amount paid pursuant to this Section 3.3(b) will be treated as an adjustment to the Purchase Price for all purposes. Notwithstanding the foregoing, in the event of a net

10

EXECUTION COPY

reduction to the Purchase Price pursuant to this Section 3.3(b) , Seller’s obligations will first be satisfied from the Escrow Account, with any additional payment being made directly by Seller, and Buyer and Seller shall promptly execute the necessary documents instructing Escrow Agent to make the applicable payment to Buyer.

     3.4 Adjustments for Delays in Closing . If the transactions contemplated by this Agreement are not consummated by the later of (i) January 15, 2007 or (ii) five (5) business days after Seller satisfies all of the conditions to closing under Article 8, for any reason other than the failure by Seller to perform any of the covenants or agreements of Seller contained in this Agreement ((i) or (ii), whichever occurs later, is hereinafter referred to as the " Trigger Date "), then an amount equal to the aggregate of the Delay Adjustments (as defined below) shall be added to the Purchase Price payable at Closing pursuant to Section 3.1(b) . The Delay Adjustment for each 30-day period that elapses after the Trigger Date, until the Closing Date shall be equal to the lesser of (i) Two Hundred Fifty Thousand Dollars ($250,000) or (ii) the amount invested in, contributed to or lent to Seller by its stockholders during such 30-day period.

     3.5 Allocation of Purchase Price .Buyer shall prepare an allocation of the Purchase Price among each of the Acquired Assets and the Assumed Liabilities. Buyer shall deliver such allocation to Seller within ninety (90) days after the Closing Date. Seller shall provide its consent to such allocation within fifteen (15) days of delivery; such consent not to be unreasonably withheld. Such allocation shall be reported by both Buyer and Seller on Internal Revenue Service Form 8594, Asset Acquisition Statement, which will be filed with Buyer’s and Seller’s Federal Income Tax Return for the tax year that includes the Closing Date. The agreed-upon allocation shall be conclusive and binding upon Buyer and Seller for all purposes, and neither Buyer nor Seller shall file any Tax Return or other document with, or make any statement or declaration to, any Governmental Authority that is inconsistent with such allocation. If the Purchase Price is adjusted pursuant to the applicable provisions of this Agreement, such allocation shall be revised to reflect such adjustment in a manner mutually acceptable to Buyer and Seller.

     3.6 Escrow .Absent an election by Seller pursuant to Section 3.1 to permit Buyer and the Guarantors to enter into a separate arrangement to secure the indemnity obligations of Seller, the following provisions shall apply. On or prior to the Closing Date, Buyer shall deliver to Escrow Agent the Escrow Amount. The Escrow Amount will be held by Escrow Agent in the Escrow Account, to secure the indemnity obligations of Seller under Section 13.1 of this Agreement, in accordance with the applicable terms and conditions of this Agreement and of the Escrow Agreement. The Escrow Amount will be held in the Escrow Account for such purpose for a period of eighteen (18) months following the Closing Date or such shorter period as Buyer may agree, and at the end of such period, all amounts not theretofore released to or upon the instruction of Buyer in respect of Losses (as defined in Section 13.1 ) for which Seller is obligated to indemnify the Buyer Indemnified Parties (as defined in Section 13.1 ), together with all income actually earned thereon, shall be released to or upon the instruction of Seller, all in accordance with the applicable terms and conditions of this Agreement and of the Escrow Agreement, provided that an amount equal to the amount claimed by Buyer pursuant to any unresolved indemnification claims shall remain in the Escrow Account until such claims are resolved. The fees and expenses of Escrow Agent shall be paid first out of income actually earned on amounts held in the Escrow Account (including the Deposit and the Escrow Amount), and to the extent such income is not sufficient therefor, such fees and expenses shall be paid one-

11

EXECUTION COPY

half by Seller and one-half by Buyer. References in this Article 3 to the release of amounts from the Escrow Account (including the application of the Deposit to the Purchase Price pursuant to Section 3.1(b) and Section 3.2(b) ) with income earned thereon shall be deemed to refer to the portion of such income, if any, remaining after the satisfaction in full of the Escrow Agent’s fees and expenses in accordance with the Escrow Agreement.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER

     As of the date hereof, Seller represents and warrants to and for the benefit of Buyer as follows:

     4.1 Organization . Seller is a corporation duly organized, validly existing and in good standing under the Laws of Delaware. Seller has full corporate power and authority to own the Acquired Assets, conduct the Business as and where presently conducted, and enter into and perform this Agreement and the Assignment and Assumption Agreement and all other agreements and documents contemplated by this Agreement (the " Related Agreements ") to which Seller is a party. Seller is duly qualified to do business in the jurisdictions listed on Schedule 4.1 , and Seller is not required to be qualified in any other jurisdiction except where the failure to be so qualified would not have, and could not reasonably be expected to have, a Material Adverse Effect. Schedule 4.1 states: (a) Seller’s exact legal name; and (b) all fictitious, assumed or other names that are registered or used by it or under which it or its predecessors have done business at any time. Accurate and complete copies of Seller’s certificate of incorporation and bylaws, each as amended to date (" Organizational Documents "), have been delivered to Buyer. Except as set forth on Schedule 4.1 , Seller has no subsidiaries and does not own any securities of any corporation or any other interest in any Person.

     4.2 Effect of Agreement . The execution, delivery and performance of this Agreement and the Related Agreements by Seller and the consummation by Seller of the transactions contemplated hereby and thereby: (a) have been duly authorized by its Board of Directors and have been, or will be on or prior to the Closing Date, duly authorized by its shareholders in accordance with Delaware law and Seller’s Organizational Documents; (b) do not constitute a violation or default under the Organizational Documents of Seller; (c) except as set forth on Schedule 4.2 , do not constitute a default or breach of (after the giving of notice, passage of time or both), or result in the termination of any Assumed Contract to which Seller is a party or by which Seller is bound; (d) do not constitute a material violation of any Law or Judgment applicable to Seller or the Acquired Assets; (e) except as stated on Schedule 4.2 , do not require the consent of any Person; (f) except as stated on Schedule 4.2 , do not result in the acceleration or adverse change in any material Obligation of Seller; and (g) do not result in the creation of any Encumbrance upon, or give to any other Person any interest in, any of the Acquired Assets. No Person has a right of first refusal or other preemptive right to acquire the Business or the Acquired Assets. This Agreement and the Related Agreements to which Seller is a party constitute the valid and legally binding agreements of Seller, enforceable against Seller in accordance with their respective terms.

     4.3 Financial and Corporate Records . Seller’s books and records are and have been properly prepared and maintained in accordance with GAAP and, except as set forth on Schedule 4.3 , are accurate and complete in all material respects.

12

EXECUTION COPY

     4.4 Compliance with Law . The operation of the Business and Seller’s ownership, possession and use of the Acquired Assets comply in all material respects with all Laws applicable to Seller, the Business or the Acquired Assets. Except as set forth on Schedule 4.4 , Seller has obtained and holds all Permits required for the lawful operation of the Business as and where the Business is presently conducted, except where the failure to obtain and maintain such Permits would not have a Material Adverse Effect. All Permits relating to the Business held by Seller are listed on Schedule 4.4 .

     4.5 Financial Statements . Seller has provided to Buyer a copy of the audited balance sheet and notes thereto of Seller as of December 31, 2005, and the unaudited balance sheet of Seller as of December 31, 2004, and unaudited statement of cash flows, statement of income and statement of changes in stockholders equity, and notes thereto of Seller for the fiscal year ended December 31, 2005 (the " Annual Financial Statements "). Seller has provided to Buyer copies of the unaudited balance sheet and statements of cash flows, income and changes in stockholders equity of Seller as of and for the nine-month period ended September 30, 2006 (the " Interim Financial Statements " and, together with Annual Financial Statements, the " Financial Statements "). The Financial Statements were prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of operation of Seller as of such dates and for such periods. The financial statements to be delivered by Seller to Buyer after the date hereof pursuant to Sections 6.5 and 8.8 hereof will fairly present, in all material respects, the financial position of Seller, as at the respective dates thereof and the results of operations and cash flows for the respective periods then ended (subject in the case of unaudited information to normal, recurring year-end adjustments that will not be material either individually or in the aggregate and to any other adjustments described therein) in conformity with GAAP. Except as set forth on Schedule 4.5, Seller’s independent auditors have not advised Seller that they have identified any control deficiency, significant deficiency or material weakness in the system of internal control over financial reporting (each term as defined in Auditing Standard No. 2 of the Public Company Accounting Oversight Board) utilized by Seller. Neither Seller nor, to Seller’s Knowledge , any of its employees or Seller’s independent auditors have identified or been made aware of (i) any fraud, whether or not material, that involves Seller’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by Seller or (ii) any claim or allegation regarding the foregoing. Schedule 4.5 includes a list of all of Seller’s revenues by NAICS codes for the years ended December 31, 2005 and December 31, 2002 in the format required by item 5 of the Hart-Scott-Rodino Notification and Report Form.

     4.6 Acquired Assets; Sufficiency . Seller has provided to Buyer a detailed list of the Acquired Assets which is true and correct in all material respects. Except as set forth on Schedule 4.6 , Seller has good and marketable title to all of the Acquired Assets and has the right to transfer all right, title and interest in the Acquired Assets to Buyer, free and clear of any Encumbrance. The Acquired Assets, together with the rights related thereto, shall provide Buyer with the means and capability to perform, in all material respects, the obligations of Buyer with respect to the Assumed Liabilities in substantially the same manner as such obligations have been performed by Seller prior to the Closing and otherwise to conduct the Business immediately after the Closing in the ordinary course thereof and in accordance with past practices. Tangible Property included in the Acquired Assets is in good and serviceable condition (subject to normal wear and tear) and is suitable for the uses for which intended.

13

EXECUTION COPY

     4.7 Absence of Undisclosed Liabilities . Except as set forth on Schedule 4.7 , Seller has not incurred, and neither the Acquired Assets nor Seller is subject to, any material Obligations (whether accrued, absolute, contingent or otherwise) which are not shown or reflected on the Financial Statements.

     4.8 Operations Since December 31, 2005 . Except as set forth on Schedule 4.8 , from December 31, 2005 (or such other date indicated below) to the date of this Agreement, Seller has conducted its business in the ordinary course consistent with past practice and:

     (a) Seller has not (i) created or assumed any Encumbrance upon any of the Acquired Assets; (ii) incurred any Obligation in excess of $50,000; (iii) made any loan or advance to any Person (other than advances of travel expenses to employees in the ordinary course of business); (iv) assumed, guaranteed or otherwise become liable for any Obligation of any Person; (v) committed for any capital expenditure in excess of $50,000; (vi) purchased, leased, sold, abandoned or otherwise acquired or disposed of any asset or property identified within the Acquired Assets having a value in excess of $50,000; (vii) waived any right or canceled any debt or claim; (viii) assumed or entered into any Significant Contract, other than those included in the Significant Contracts listed on Schedule 4.14 , (ix) declared, set aside or paid any dividend or distribution on any class of its equity securities, (x) since September 30, 2006, increased compensation payable or to become payable to its officers or employees or any increase in any bonus, insurance, pension or other benefit, payment or arrangement made to, for or with such officers or employees, (xi) changed accounting methods, principles or practices except in accordance with GAAP (all of which changes are set forth on Schedule 4.8 ), or (xii) taken any action that, if taken during the period from the date hereof through Closing, would constitute a breach of Sections 6.2 and 6.3 hereof.

     (b) There has been no Material Adverse Effect affecting Seller or the Acquired Assets.

     4.9 Accounts Receivable . All of Seller’s Accounts Receivable arose in the ordinary course of business and are proper and valid accounts receivable. There are no material (individually or in the aggregate) refunds, discounts or rights of setoff or assignment affecting any such Accounts Receivable that are not reflected on the Financial Statements. Proper amounts of deferred revenues appear on Seller’s books and records, in accordance with GAAP. None of the Accounts Receivable are from Governmental Authorities subject to Assignment of Claims Act or any state law counterparts.

     4.10 Tangible Property . Except as set forth on Schedule 4.6 , Seller has good and valid title to all of its Tangible Property, free and clear of any Encumbrances other than Permitted Encumbrances. All of Seller’s Tangible Property is located at the Facilities (as defined in Section 4.11 ) or to the extent not material, is in the possession of Seller’s field personnel, and Seller has the full and unqualified right to require the immediate return of any of its Tangible Property that is not located at the Facilities.

     4.11 Real Property . Seller owns no Real Property. Schedule 4.11 lists all Real Property leased by Seller (the " Facilities "), showing location, rental cost, landlord, square footage and lease expiration date of each respective leased Real Property, together with details of

14

EXECUTION COPY

any security deposit and other prepaid amounts made or owing in respect of each Real Property lease. To Seller’s Knowledge, the Real Property is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations on use of any nature, except for zoning laws and other land use restrictions, which would prohibit the operation of Seller’s Business as presently conducted. Seller has heretofore delivered or made available to Buyer true, correct and complete copies of all Real Property leases, including all modifications, amendments and supplements thereto. Each Real Property lease is valid, binding and in full force and effect, and as of the Closing all amounts currently owing pursuant to the Real Property leases will have been paid in full. Seller is not in default or breach in any material respect under any Real Property lease and no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any material event of default thereunder. Seller has not received notice of, nor has there been any, threatened default by any landlord under any Real Property lease. All required consents, approvals or authorization of, filing with, or notice to, any party to any Real Property lease in connection with the transactions contemplated by this Agreement have been completed or will be obtained prior to Closing.

     4.12 Software . Schedule 4.12 is an accurate and complete list and description of all Software and Proprietary Software owned, marketed, licensed, used or under development by Seller. Except as otherwise provided on Schedule 4.12 , Seller has good and valid title to all Proprietary Software listed on Schedule 4.12 and has the full right to use and transfer to Buyer all of Seller’s Software and Proprietary Software listed on Schedule 4.12 , free and clear of any Encumbrance (except for restrictions contained in licensed commercially available Software other than Proprietary Software). None of Seller’s Proprietary Software listed on Schedule 4.12 , or Seller’s uses of such Proprietary Software, has violated or infringed upon, or is violating or infringing upon, any Software or other intellectual property of any Person. To Seller’s Knowledge, no Person is violating or infringing upon, or has violated or infringed upon at any time, any of Seller’s Proprietary Software listed on Schedule 4.12 . To the Knowledge of Seller, the documentation and source code with its embedded commentary, descriptions, and indicated authorship, the specifications and the other informational materials that describe the operation, functions, and technical characteristics applicable to the Proprietary Software listed on Schedule 4.12 is complete in all material respects and sufficient to permit Buyer to support and maintain the business of Seller as currently conducted. Seller has taken reasonably prudent actions (determined by reference to the actions of companies of a similar size in similar business lines) necessary to maintain the Proprietary Software as protectable trade secrets. Seller has taken reasonably prudent actions (determined by reference to the actions of companies of a similar size in similar business lines) to protect the data contained in its Information Technology Systems related to its business and protect against the existence of (i) any protective, encryption, security or lock-out devices that might in any way interrupt, discontinue, or otherwise adversely affect the use of such Information Technology Systems; and (ii) any so-called computer viruses, worms, trap or back doors, Trojan horses or any other instructions, codes, programs, data or materials (collectively, " Malicious Instructions ") that could improperly interfere with the operation or use of such Information Technology Systems. None of the Information Technology Systems related to the business of Seller has experienced bugs, failures, breakdowns, continued substandard performance, Malicious Instructions, data losses, data-integrity problems, hacking attempts or security breaches since January 1, 2005, that have caused any substantial disruption or interruption in, or to the use of, any such Information Technology Systems. Seller has not provided the source code for any Proprietary Software to any other Person, directly or indirectly,

15

EXECUTION COPY

by license, transfer, sale, escrow, or otherwise, or granted permission to any other Person to reverse engineer, disassemble, or decompile the Proprietary Software.

     4.13 Intellectual Property Assets .

     (a) Schedule 4.13(a) contains a complete and accurate list and summary description of all registered Trademarks, Patents, Copyrights and Net Names and all of Seller’s Contracts relating to the Intellectual Property Assets, including any royalties paid or received by Seller, and all material unregistered Intellectual Property Assets. Seller has delivered to Buyer accurate and complete copies of any registrations for Intellectual Property Assets and any such Contracts, except for any license implied by the sale of a product and licenses for commonly available Software programs under which Seller is the licensee. All of Seller’s rights related to the Intellectual Property Assets are valid and enforceable. There are no outstanding and, to Seller’s Knowledge, no threatened disputes or disagreements with respect to any such registration or Contract. No allegations have been asserted or, to Seller’s Knowledge, threatened that the Intellectual Property Assets violate or infringe upon any intellectual property or other rights of any other person. Seller has not received a notice that it is required to license any Person’s intellectual property for which it does not currently have a license. No customer Contract transfers ownership of any Intellectual Property Assets to the customer, and Seller has not transferred ownership rights in any Intellectual Property Assets to (i) Hilton Hotels Corporation under the Preferred Vendor Services Agreement, dated January 12, 2004 or (ii) SITA Information Networking Computing USA Inc. (" SITA "), the City of Atlanta Department of Aviation or the Hartsfield-Jackson Atlanta International Airport under the Agreement with SITA described on Schedule 4.19 .

     (b) Except as set forth in Schedule 4.13(b) :

     (i) the Intellectual Property Assets are all those necessary for the operation of the Business as it is currently conducted. Seller is the owner or licensee of all right, title and interest in and to each of the Intellectual Property Assets, free and clear of all Encumbrances, and has the right to use without payment to a third party all of the Intellectual Property Assets, other than in respect of licenses listed in Schedule 4.13(a) .

     (ii) all current employees of Seller have executed, or will execute prior to the Closing Date, written Contracts with Seller substantially in the form of Exhibit 4.13(b)(ii) that assign to Seller all rights to any inventions, improvements, discoveries or information relating to the Business.

     (iii) All of the Intellectual Property Assets (other than commonly available Software licensed by Seller as licensee) are assignable to Buyer without the requirement of any consent or the payment of any fees.

     (c) Trademarks .

     (i) The name "StayOnline" has been registered as a service mark with the United States Patent and Trademark Office (the " PTO "), and such registration is currently in compliance with all formal requirements of Law (including the

16

EXECUTION COPY

timely post-registration filing of affidavits of use and incontestability and renewal applications), is valid and enforceable and is not subject to any maintenance fees or taxes or actions falling due within ninety (90) days after the Closing Date.

     (ii) Seller’s registered Trademark has not been and is not now involved in any opposition, invalidation or cancellation Proceeding and, to Seller’s Knowledge, no such action is threatened.

     (iii) To Seller’s Knowledge, there is no trademark registered with, or trademark application pending with, the PTO of any other Person potentially interfering with or infringing on Seller’s registered Trademark.

     (iv) All products and materials containing Seller’s registered Trademark bear the proper federal registration notice where permitted by law.

     (d) Trade Secrets . Seller has taken reasonably prudent actions (determined by reference to the actions of companies of a similar size in similar business lines) to protect the secrecy, confidentiality and value of all Trade Secrets.

     (e) Net Names . All Net Names have been registered in the name of Seller and are in compliance with all formal requirements of law. No Net Name has been or is now involved in any dispute, opposition, invalidation or cancellation Proceeding and, to Seller’s Knowledge, no such action is threatened with respect to any Net Name.

     4.14 Significant Contracts .

     (a) For the purposes of this Agreement, " Significant Contracts " means (a) all of the Contracts to which Seller is a party or by which Seller is bound under which Seller’s payment obligations, or Seller’s rights to receive payment, exceed $25,000 in any 12-month period or $100,000 over the term of the Contract, or on which Seller is otherwise substantially dependent in connection with the conduct of the Business, (b) any agreement with a customer (including any master agreement pursuant to which Seller has entered into multiple service agreements covering individual hotels) under which Seller’s right to receive payment exceeds $25,000 in any 12-month period or $50,000 over the term of the Contract, (c) any outstanding purchase order or group of purchase orders, or understandings or commitments payable to the same payee pursuant to which the amount payable to Seller exceeds $25,000, (d)