EXHIBIT 10.1 - ASSET PURCHASE AGREEMENT

                                                                    EXHIBIT 10.1


                            ASSET PURCHASE AGREEMENT


                                 BY AND BETWEEN


                                  XSVOICE, INC.


                                       AND


                                  UPSNAP, INC.




                           DATED AS OF JANUARY 6, 2006


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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I.    PURCHASE OF ASSETS...............................................1

     1.1      Purchase and Sale of Assets......................................1
     1.2      Excluded Assets..................................................2
     1.3      Nonassignable Contracts..........................................3

ARTICLE II.   ASSUMPTION OF LIABILITIES........................................4

     2.1      Assumed Liabilities..............................................4
     2.2      Retained Liabilities.............................................4

ARTICLE III.  PURCHASE PRICE...................................................5

     3.1      Purchase Price...................................................5
     3.2      Resale and Registration of Shares................................6
     3.3      Tax Free Reorganization..........................................7
     3.4      Guaranty of Revenues.............................................7

ARTICLE IV.   THE CLOSING......................................................8

     4.1      Date of Closing..................................................8

ARTICLE V.    REPRESENTATIONS AND WARRANTIES...................................9

     5.1      Representations and Warranties of Seller.........................9
     5.2      Representations and Warranties of Purchaser.....................14

ARTICLE VI.   DOCUMENTS TO BE DELIVERED AT THE CLOSING........................16

     6.1      Documents to be Delivered by the Seller.........................16
     6.2      Documents to be Delivered by Purchaser..........................17

ARTICLE VII.  POST-CLOSING COVENANTS..........................................18

     7.1      Discharge of Business Obligations...............................18
     7.2      Maintenance of Books and Records................................18
     7.3      Payments Received...............................................18
     7.4      Use of Name.....................................................19
     7.5      UCC Matters.....................................................19
     7.6      Financial Statements............................................19
     7.7      Post-Closing Notifications......................................19
     7.8      Certain Tax Matters.............................................19
     7.9      Insurance.......................................................20
     7.10     SEC Filings.....................................................20

ARTICLE VIII. SURVIVAL AND INDEMNIFICATION....................................20

     8.1      Survival of Representations, Warranties, and Covenants..........20
     8.2      Limitations on Liability........................................20
     8.3      Indemnification.................................................21
     8.4      Defense of Claims...............................................21


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ARTICLE IX.   MISCELLANEOUS PROVISIONS........................................22

     9.1      Arbitration.....................................................22
     9.2      Specific Performance............................................23
     9.3      Notices.........................................................23
     9.4      Expenses........................................................24
     9.5      Successors and Assigns..........................................24
     9.6      Waiver..........................................................24
     9.7      Entire Agreement................................................25
     9.8      Amendments and Supplements......................................25
     9.9      Rights of the Parties...........................................25
     9.10     Brokers.........................................................25
     9.11     Further Assurances..............................................25
     9.12     Governing Law...................................................25
     9.13     Severability....................................................25
     9.14     Counterparts....................................................26
     9.15     Titles and Headings.............................................26
     9.16     Passage of Title and Risk of Loss...............................26
     9.17     Certain Interpretive Matters and Definitions....................26


                                       ii
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                      EXHIBIT AND DISCLOSURE SCHEDULE LIST
                      ------------------------------------

Exhibits
--------

Exhibit A     Escrow Agreement


Schedules
---------

Receivables Schedule
Contracts Schedule
Personal Property Schedule
Intellectual Property Schedule
Prepaid Items Schedule
Insurance Schedule
Claims Schedule
Required Consents Schedule


                                      iii
<PAGE>


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


     This Asset Purchase Agreement (the "Agreement") is made and entered into as
of the 6th day of January, 2006, by and between UPSNAP, INC., a Nevada
corporation ("Purchaser"), and XSVOICE, INC., a Tennessee corporation
("Seller"). Buyer and Seller are also referred to collectively herein as the
"Parties" and individually herein as a "Party."

                                   RECITALS:
                                   ---------

     WHEREAS, Seller has engaged in the business of developing and delivering
wireless platforms and applications (the "Business");

     WHEREAS, Seller, through its Board of Directors and stockholders, has
determined that it is in its best interests to sell the Business and
substantially all of the Seller's assets to Buyer;

     WHEREAS, on the terms and subject to the conditions contained in this
Agreement, Seller desires to sell, transfer, and assign to Purchaser, and
Purchaser desires to purchase from Seller, all of the Purchased Assets (as
hereinafter defined),

         NOW, THEREFORE, in consideration of the premises and the mutual
     covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the Parties hereby covenant and agree as follows:

                                   ARTICLE I.

                               PURCHASE OF ASSETS
                               ------------------

     1.1  Purchase and Sale of Assets. On the terms and subject to the
conditions hereof, at the Closing (as hereinafter defined), Seller will sell,
transfer, convey, assign, and deliver to Purchaser, and Purchaser will purchase
and accept, all right, title, and interest of Seller, in and to all rights,
properties, and assets of Seller of every kind, character, and description used
or useful in connection with the conduct of the Business or otherwise arising
out of the conduct of the Business, in each case free and clear of all
mortgages, liens, pledges, security interests, charges, claims, restrictions,
and encumbrances of any nature (collectively, "Liens") except Permitted Liens
(as hereinafter defined), including the rights, properties, and assets described
in this Section 1.1 (collectively, the "Purchased Assets"):

          1.1.1 Accounts Receivable. All accounts or notes receivable of, and
any other amounts due to, Seller arising out of the operation of the Business,
including such of the foregoing as are listed on the Accounts Receivable
Schedule attached hereto (the "Receivables Schedule");

          1.1.2 Contract Rights. All rights and incidents of interest as of the
date hereof in and to all contracts, agreements, leases, licenses, joint
ventures, purchase orders (as vendor or purchaser), commitments, and other
agreements and arrangements, whether oral or written of Seller used or useful in
the Business (individually a "Contract" and collectively, "Contracts"),
including such of the foregoing as are described on the Contracts Schedule
attached hereto (the "Contracts Schedule");


<PAGE>


          1.1.3 Tangible Personal Property. All machinery and equipment,
maintenance parts, furniture, fixtures, vehicles, leasehold improvements, and
all other tangible personal property, wherever located (collectively, the
"Tangible Personal Property"), including the tangible personal property listed
on the Tangible Personal Property Schedule attached hereto (the "Personal
Property Schedule");

          1.1.4 Manufacturers' and Vendors' Warranties. All rights under
manufacturers' and vendors' warranties relating to items included in the
Purchased Assets and all similar rights against third persons relating to items
included in the Purchased Assets;

          1.1.5 Intellectual Property. All right, title, and interest in and to
all domestic and foreign letters patent, patents, patent applications, patent
licenses, software licenses, know-how licenses, trade names, trademarks,
registered copyrights, service marks, trademark registrations and applications,
service mark registrations and applications, all Seller's rights to the name
XSVoice, and any derivatives thereof and copyright registrations and
applications, owned or used by Seller in the operation of the Business,
including those listed or described on the Intellectual Property Schedule
attached hereto (the "Intellectual Property Schedule"), and all trade secrets,
technical knowledge, know-how, and other confidential proprietary information
and related ownership, use, and other rights of Seller (collectively, the
"Intellectual Property");

          1.1.6 Books and Records. All the books and records of Seller,
including all books and records relating to employees, the purchase of
materials, supplies, and services, financial, accounting, operations matters,
product, research and development, manufacture and sale of products, and all
customer and vendor lists relating to the operation of the Business and all
files and documents (including credit information) relating to customers and
vendors of the Business (provided that Seller may keep duplicate copies of any
records required to be retained by Seller under applicable Law);

          1.1.7 Prepaid Items. All prepaid items, deposits, costs, and fees
("Prepaid Items") including such of the foregoing as are listed on the Prepaid
Items Schedule attached hereto (the "Prepaid Items Schedule"); and

          1.1.8 Insurance. All contracts of insurance of Seller ("Insurance
Contracts") including the Insurance Contracts listed on the Insurance Contracts
Schedule (the "Insurance Schedule").

          1.1.9 The Mobile Broadcast Network. All assets and rights in or
relating to the Mobile Broadcast Network (the "MBN").

     1.2  Excluded Assets. Notwithstanding anything contained in this Agreement
to the contrary, the following rights, properties, and assets (collectively, the
"Excluded Assets") will not be included in the Purchased Assets:

          1.2.1 Corporate Documents. Seller's corporate seal, minute books,
charter documents, corporate stock record books, and such other books and
records as pertain to the organization, existence, or share capitalization of
Seller and duplicate copies of such records included in the Purchased Assets as
are necessary to enable Seller to file its tax returns and reports or as are
otherwise required to be retained by Seller under applicable Law, and any other


                                       2
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records or materials relating to Seller generally and not involving or relating
to the Purchased Assets or the operation or operations of the Business;

          1.2.2 Employee Benefit Plans. Each and every Employee Benefit Plan (as
hereinafter defined) and any and all assets and related trusts thereof;

          1.2.3 Tax Refunds. Seller's rights to receive any refund attributable
to, or right of offset against, any Taxes (as hereinafter defined) with respect
to the Business attributable to periods ending on or prior to the Closing Date
or to the pre-Closing portion of any taxable period that includes but does not
end on the Closing Date;

          1.2.4 Rights under this Agreement. Seller's rights arising out of or
relating to this Agreement or the transactions contemplated hereby;

          1.2.5 Cash; Cash and Stock Consideration; Other Excluded Assets. All
of the Seller's cash and cash equivalents on hand and/or in banks ("Cash"), the
Cash Consideration and Stock Consideration and the November 2005 account
receivable from Nextel Communications ("Nextel") in the amount of $59,136.43.

     1.3  Nonassignable Contracts

          1.3.1 Nonassignability. Without limiting or otherwise affecting the
rights of Purchaser pursuant to Article VIII, to the extent that any Contract or
Insurance Contract to be assigned pursuant to the terms of Section 1.1 is not
capable of being assigned (each, a "Nonassignable Contract"), without the
consent, approval, or waiver of any Person (including a Governmental Entity), or
if such assignment or attempted assignment would constitute a breach thereof or
a violation of any applicable foreign or United States federal, state, or local
law, statute, ordinance, regulation, order, writ, injunction, or decree ("Law"),
nothing in this Agreement will constitute an assignment or require the
assignment thereof prior to the time at which all consents, approvals, and
waivers necessary for such assignment shall have been obtained.

          1.3.2 Seller to Use Best Efforts. Notwithstanding anything contained
in this Agreement to the contrary, Seller will not be obligated to assign to
Purchaser, any of its rights or obligations in, to, or under any of the
Nonassignable Contracts without first having obtained all consents, approvals,
and waivers necessary for such assignment; provided, however, that Seller shall
use its best efforts to obtain all such consents, approvals, and waivers prior
to and after the Closing Date; and provided, further, that Seller shall not be
required to make any payments in connection with any such assignment (other than
in respect of obligations then due under any such Contract).

          1.3.3 If Waivers or Consents Cannot Be Obtained. To the extent and for
so long as all consents, approvals, and waivers required for the assignment of
any Nonassignable Contracts shall not have been obtained by Seller, Seller shall
use its best efforts to, (a) provide to Purchaser the financial and business
benefits of any such Nonassignable Contract and (b) enforce, at the request of
Purchaser, for the account of Purchaser, any rights of Seller arising from any
such Nonassignable Contract (including the right to elect to terminate in
accordance with the terms thereof upon the advice of Purchaser). Following the


                                       3
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Closing, Seller shall not terminate, modify, or amend any Nonassignable Contract
without Purchaser's prior written consent.


                                   ARTICLE II.

                            ASSUMPTION OF LIABILITIES
                            -------------------------

     2.1  Assumed Liabilities. Except as specifically set forth herein, no
liabilities will be assumed by Purchaser. Purchaser will assume the following
liabilities (the "Assumed Liabilities"):

          2.1.1 all executory obligations of Seller in respect of the Contracts
described in the Contracts Schedule except that Purchaser shall not assume or
agree to pay, discharge, or perform any:

          (a) liabilities and obligations under any Nonassignable Contract,
     Insurance Contract or Permit, except to the extent Purchaser has realized
     the corresponding financial and business benefits and other rights
     thereunder as contemplated by Section 1.3.3; or

          (b) liabilities or obligations arising out of any breach by Seller of
     any provision of any contract referred to in this Section 2.1.1(b),
     including liabilities or obligations arising out of Seller's failure to
     perform any contract in accordance with its terms prior to the Closing.

          2.1.2 all liabilities and obligations of Seller pursuant to and under
those certain promissory notes dated _________, (the "Notes") issued by the
Seller to Nextel; provided, however, that in no event shall the Purchaser be
liable to repay an amount exceeding $113,500 in the aggregate under the Notes;
and provided, further, that it is understood that Purchaser will seek to
negotiate terms with Nextel.

     2.2  Retained Liabilities. Notwithstanding anything contained in this
Agreement to the contrary, Purchaser will not assume or agree to pay, satisfy,
discharge, or perform, and will not be deemed by virtue of the execution and
delivery of this Agreement or any document delivered at the Closing pursuant to
this Agreement, or as a result of the consummation of the transactions
contemplated by this Agreement, to have assumed, or to have agreed to pay,
satisfy, discharge, or perform, any liability, obligation, or indebtedness of
Seller, whether primary or secondary, direct or indirect, other than the Assumed
Liabilities. Seller will retain and pay, satisfy, discharge, and perform in
accordance with the terms thereof, all liabilities and obligations other than
the Assumed Liabilities to the extent specifically provided in Section 2.1,
including those set forth below (such liabilities and obligations retained by
Seller being referred to herein as the "Retained Liabilities"):

          2.2.1 all liabilities or obligations of Seller or any predecessor or
Affiliate thereof which relate to any of the Excluded Assets;

          2.2.2 all liabilities or obligations of Seller or any predecessor or
Affiliate thereof for or relating to Taxes, whether relating to or arising out
of the Business, the Purchased Assets or otherwise, fixed or contingent,
disclosed or undisclosed, and with respect to any Transfer Tax (as hereinafter


                                       4
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defined) arising from or in connection with the transfer or the sale of the
Business, Purchased Assets or the Assumed Liabilities;

          2.2.3 all liabilities or obligations of Seller arising out of or
relating to this Agreement or the transactions contemplated hereby (including
any prior efforts to sell or otherwise dispose of the Purchased Assets or the
Business or any portion thereof), and all liabilities or obligations for any
legal, accounting, investment banking, brokerage, or similar fees or expenses
incurred by Seller in connection with, resulting from, or attributable to, the
transactions contemplated by this Agreement;

          2.2.4 subject to Section 2.1 all liabilities or obligations for any
indebtedness for borrowed money incurred with respect to the Business prior to
the Closing Date;

          2.2.5 all liabilities and obligations of Seller or any predecessor or
Affiliate of Seller resulting from, caused by, or arising out of, directly or
indirectly, the conduct of the Business or ownership or lease of any of the
Purchased Assets or any properties or assets previously used in the Business at
any time prior to or on the Closing Date as constitute, may constitute, or are
alleged to constitute a tort, breach of contract, or violation or requirement of
any Law, or which relate to, result in, or arise out of, the existence or
imposition of any liability or obligation to remediate or contribute or
otherwise pay any amount under or in respect of any environmental, superfund, or
other environmental cleanup or remedial Laws, occupational safety and health
Laws, or other Laws;

          2.2.6 all claims for severance, other employee benefits (including
benefits mandated by Law), or other compensation or damages by or on behalf of
any employees (present or former), agents, or independent contractors of Seller
or by or on behalf of any Governmental Entity in respect of employees (present
or former), agents, or independent contractors of Seller involving any alleged
employment loss, violation of any Law, or termination of employment actually or
constructively (by operation of Law or pre-existing contract, including any
liability for severance), all liabilities and obligations of Seller or any
predecessor or Affiliate of Seller with respect to employees (present or
former), agents, or independent contractors of Seller under any Employee Benefit
Plan, or in respect of payments for unemployment compensation or unemployment
insurance, all liabilities and obligations with respect to physical, mental, or
other health conditions of employees (present or former), agents, or independent
contractors of Seller existing prior to or at the Closing and all other
obligations in respect of employees (present or former), agents, or independent
contractors of Seller relating to periods of employment ending on or prior to
the Closing Date;

          2.2.7 all liabilities and obligations with respect to any and all
accrued and unpaid Tennessee personal property or other tax, and any interest
and penalty payments thereon, owed by Seller to the appropriate taxing authority
in the State of Tennessee.


                                  ARTICLE III.

                                 PURCHASE PRICE
                                 --------------

     3.1  Purchase Price. In addition to assuming the Assumed Liabilities,
Purchaser will pay for the Purchased Assets an aggregate purchase price
consisting of (i) $198,828.81 in cash, which shall be paid to Seller on the
Closing Date by wire transfer or certified check of immediately available funds


                                       5
<PAGE>


to such account as shall have been designated by Seller to Purchaser prior to
the Closing (the "Closing Payment"); (ii) an additional $500,000 to be delivered
to Seller if and when a majority of Purchaser's Series A Warrants are exercised
or at least $3,200,000 of additional equity capital has been raised by Purchaser
within 12 months from Closing (the "Warrant Payment" and collectively with the
Closing Payment the "Cash Consideration"). Amounts received in respect to the
Warrant Payment will be placed in an escrow account pursuant to the terms of the
Escrow Agreement (as hereinafter defined); (iii) 2,258,470 unregistered shares
of Purchaser's common stock (the "Stock Consideration") to be delivered to
Seller promptly after the Closing, (at the Closing Purchaser shall deliver to
Seller an acknowledgement from Purchaser's transfer agent of instructions to
deliver certificates representing the shares), valued at $5,735,000 based on a
share price (the "Share Price") determined by the average closing price over the
15 trading days preceding Closing, 590,710 of these shares to be held by
Lassiter, Tidwell & Hildebrand, PLLC (the "Escrow Agent") pursuant to the terms
of the Escrow Agreement to be executed by and among Seller, Purchaser, and the
Escrow Agent in the form of Exhibit A attached hereto (the "Escrow Agreement");

     3.2  Resale and Registration of Shares. All shares part of the Stock
Consideration shall be "restricted," as such term is used in Rule 144,
promulgated under the United States Securities Act of 1933, as amended (the
"1933 Act") and the certificates representing the same shall contain the
following legend:

          "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
          SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
          TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED,
          HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
          REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF
          1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION
          OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES TO THE EFFECT
          THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE
          SECURITIES LAWS."

It is understood that "stop transfer" orders will be placed with the transfer
agent with respect to the Stock Consideration in accordance with normal
practices for restricted shares.

     If at any time or times, the Purchaser shall determine to register any of
its shares of common stock (the "Common Stock") that are held by Richard Jones
or Tony Philipp, under the 1933 Act and other than on Forms S-4 or S-8 or any
successor forms, the Purchaser will give prompt written notice thereof to all
holders who own Registrable Shares (the "Holders"). For purposes of this
Agreement, "Registrable Shares" means all shares of Purchaser's Common Stock
that are being issued pursuant to the Agreement. Upon the written request of any
Holders, given within fifteen (15) days after receipt of any such notice, the
Purchaser will use its reasonable best efforts to afford such Holders the
opportunity to include that amount of Registrable Securities which such Holder
has requested to be registered to be included in the Purchaser's registration


                                       6
<PAGE>


statement ("Registration Statement"), all to the extent requisite to permit the
sale or other disposition of such Registrable Securities; provided, however,
that if the Purchaser proposes to register less than all of the shares owned by
Richard Jones and Tony Philipp, then the Purchaser shall be obligated to include
only the same percentage of Registrable Shares as the percentage of shares held
by Richard Jones and Tony Philipp as are being registered. In addition, the
Holders acknowledge that, subject to the treatment of the Richard Jones and Tony
Philipp shares on the same basis, the Purchaser, in its discretion, may elect
not to file the Registration Statement or may elect to withdraw the Registration
Statement after it has been filed. In connection with any such registration, the
undertakings, indemnification and expense shares shall be upon the same terms as
are typical of selling shareholders in a secondary registration and as may be
required of Richard Jones and Tony Philipp as a condition of such registration.

     It is understood that the Seller and or its shareholders will be able to
resell their shares of Common Stock in accordance with and subject to Rule 144,
promulgated under the 1933 Act after a holding period of two years, computed in
accordance with such rule, without limit as permitted under Rule 144(k).

     3.3  Tax Free Reorganization. It is the intent of both Purchaser and Seller
to effectuate a type-C tax free reorganization pursuant to Section 368(a)(1)(C)
of the Internal Revenue Code (the "Code").


     3.4  Guaranty of Revenues . The assets held in escrow pursuant to Section
3.1 of the Agreement shall be released to the Seller as the cumulative or
year-to-date revenues of the Business conducted with the Purchased Assets
("Revenues") achieve target levels or tiers of revenue. "Revenues" shall be
defined as the gross revenue, meaning revenues generated, directly or
indirectly, from any and all sources, uses or exploitation of the Purchased
Assets and/or Business, including, without limitation, subscription revenue,
advertising revenue or licensing revenue, less carrier share, transaction fees,
refunds, and write-off or chargebacks, but shall not include any amounts
received where there is an obligation to reimburse or otherwise credit customers
for such amounts. The target levels of Revenues that must be achieved (in the
aggregate) in order for the assets to be released are set forth in the following
table (the "Target Revenue Table"):

<TABLE>
<CAPTION>
     -------- ------------------------------ --------------------------------
               LOWER THRESHOLD OF REVENUES    UPPER THRESHOLD OF REVENUES
                      (YEAR-TO-DATE)                (YEAR-TO-DATE)
     -------- ------------------------------ --------------------------------
     <S>             <C>                           <C>
     Tier #1         $   140,000.00                $   165,000.00
     -------- ------------------------------ --------------------------------
     Tier #2         $   692,500.00                $   805,000.00
     -------- ------------------------------ --------------------------------
     Tier #3         $1,492,500.00                 $1,730,000.00
     -------- ------------------------------ --------------------------------
     Tier #4         $2,517,500.00                 $2,905,000.00
     -------- ------------------------------ --------------------------------
</TABLE>

The assets to be released upon the achievement of the target Revenues is set
forth in the following table (the "Released Assets Table"):


                                       7
<PAGE>


<TABLE>
<CAPTION>
     -------- ---------------------------------- -----------------------------------
                ASSETS TO BE RELEASED AS LOWER     ASSETS TO BE RELEASED AS UPPER
              THRESHOLD OF REVENUES IS ACHIEVED  THRESHOLD OF REVENUES IS ACHIEVED
     -------- ---------------------------------- -----------------------------------
     <S>      <C>                                <C>
     Tier #1  15% of Initial Shares(1)           15% of Initial Shares
     -------- ---------------------------------- -----------------------------------
     Tier #2  15% of Initial Shares              15% of Initial Shares
     -------- ---------------------------------- -----------------------------------
     Tier #3  15% of Initial Shares plus         15% of Initial Shares plus
              $100,000 from Warrant Payment      $100,000 from Warrant Payment
     -------- ---------------------------------- -----------------------------------
     Tier #4  5% of Initial Shares plus          Balance of shares plus balance of
              $150,000 from Warrant Payment      cash held in escrow
     -------- ---------------------------------- -----------------------------------

--------------------
<FN>
1 Initial Shares shall mean shares of stock used to fund the escrow plus
any additions thereto via stock dividends, stock splits or otherwise.
</FN>
</TABLE>

As each tier amount is achieved, the applicable number of shares and cash, if
applicable, shall be distributed accordingly at that time. There will be no
proration based on achieving any amounts other than the specific targeted
amounts set forth in the Target Revenue Table. In the event that the Revenues
have not reached the target of revenues for a tier by the end of the year, then
the lesser of (i) remaining assets in escrow or (ii) assets having a value of
$1.5 million (plus sums deposited in escrow from the Warrant Payment), LESS a
sum equal to the number of shares distributed to Seller out of the escrow
multiplied by $2.54 per share (plus cash sums from Warrant Payment distributed
to Seller) shall be transferred to Purchaser and the balance, if any, shall be
released to Seller. The escrow shall expire at the earlier of when all assets
held in escrow have been distributed or on the one year anniversary of the
Closing Date.

Upon a change of control (as defined hereinafter), the Warrant Payment and the
shares held in escrow pursuant to Section 3.1 of the Agreement shall be
immediately released to the Seller. A "change of control" shall be deemed to
have occurred if there is a sale by Purchaser of substantially all of its assets
or if any person or persons acting in concert, other than Richard Jones, Tony
Philipp and/or members of their Families ("Family" means the heirs, legatees,
descendants and blood relatives to the third degree of consanguinity of such
individual), together with persons controlled by or under common control of the
aforementioned individuals, directly or indirectly acquires, in the aggregate,
more than 50% (by number of shares) of the issued and outstanding voting stock
of the Purchaser and take effective control over the Purchaser. A change of
control shall be deemed to have occurred only if the transaction values the
Purchaser at $50,000,000 or more (if a stock transaction for 100% of the stock
of Purchaser or its proportionate amount if a lesser percentage of the stock is
acquired).


                                   ARTICLE IV.

                                   THE CLOSING
                                   -----------

     4.1  Date of Closing. The consummation of the purchase and sale of the
Purchased Assets contemplated hereby (the "Closing") shall take place on or
before January 6, 2006, at the offices of Lassiter, Tidwell & Hildebrand, PLLC,
1850 One Nashville Place, 150 Fourth Avenue, North, Nashville, Tennessee
37219-2408. The date on which the Closing is effected is referred to in this


                                       8
<PAGE>


Agreement as the "Closing Date." At the Closing, the parties shall execute and
deliver the documents referred to in Article VI.


                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     5.1  Representations and Warranties of Seller. Seller makes the following
representations and warranties to Purchaser, each of which is true and correct
as of the date hereof and shall be unaffected by any investigation heretofore or
hereafter made by Purchaser.

          5.1.1 Organization. Seller is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Tennessee. Seller
has the requisite corporate power and authority to own, lease, or otherwise hold
the Purchased Assets owned, leased, or otherwise held by it and to carry on the
Business as presently conducted by it.