EXHIBIT 10.1 ASSET AND STOCK PURCHASE AGREEMENT

Asset Purchase Agreement

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ICEWEB INC | PROPSTER, INC., | DEVELEMENTS, INC.,

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Title: EXHIBIT 10.1 ASSET AND STOCK PURCHASE AGREEMENT
Governing Law: Virginia Date: 7/23/2004
Industry: Business Services Sector: Services

EXHIBIT 10.1

ASSET AND STOCK PURCHASE AGREEMENT

This Asset and Stock Purchase Agreement ("Agreement"), dated as of May

13, 2004 ("Effective Date") is entered into by and among PROPSTER, INC., a

Virginia corporation being formed ("Propster"), party of the first part; IceWEB,

INC. a Delaware corporation ("IceWEB"); party of the second part; DEVELEMENTS,

INC., a Virginia corporation ("DevElements"), party of the third part; and those

shareholders in DevElements who are to become shareholders in IceWEB and holders

of IceWEB stock options, referred to as DEVELEMENTS SHAREHOLDERS (collectively

or individually, as the content required, also sometimes known as the

"Shareholders"), parties of the fourth part.

RECITALS

A. The Shareholders are all of the owners of the percentage of the

issued and outstanding capital stock of DevElements necessary to

consent to this Agreement.

B. DevElements is the owner of certain assets which Propster wishes to

acquire.

C. Propster wishes to acquire 19% of the capital stock of DevElements

in exchange for authorized but unissued shares of common stock, par

value $.001 per share (the "Common Stock") of IceWEB as hereinafter

provided.

D. It is the intention of the parties hereto that: (i) Propster shall

acquire 19% of the capital stock of DevElements owned by the

Shareholders in exchange solely for the consideration set forth

below (the "Exchange"); (ii) the Exchange shall qualify as a

transaction in securities exempt from registration or qualification

under the Securities Act of 1933, as amended, and under the

applicable securities laws of each jurisdiction where the

Shareholders reside; and (iii) the Exchange is intended to qualify

as a "tax-free" transaction within the meaning of Section 368 of the

Internal Revenue Code of 1986.

E. It is the intention of the parties hereto that Propster will acquire

19% of the capital stock of DevElements and Propster will purchase

certain assets of DevElements. Propster and/or IceWEB, as

applicable, will assume those liabilities of DevElements as set

forth herein.

NOW THEREFORE, in consideration of the mutual covenants, agreements,

representations and warranties contained in this Agreement, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereby agree as follows:

ARTICLE I ACQUISITION OF SHARES AND ASSETS

SECTION 1.0- ACQUISITION OF SHARES

1.01 Acquisition of Shares. Propster, IceWEB and the Shareholders

hereby agree that the Shareholders shall, on the Closing Date (as hereinafter

defined), exchange 7,600 shares of the Common Stock of DevElements, which

constitute 19% of the 40,000 issued and outstanding shares of capital stock of

DevElements (hereafter referred to as the "DevElements Shares"), by transferring

the DevElements Shares to Propster, a wholly owned subsidiary of IceWEB, and, in

exchange therefor, IceWEB shall issue to the Shareholders 1,500,000 shares of

IceWEB's Common Stock (the "IceWEB Shares") and 1 ,500,000 options with an

exercise price of 85% of the closing price for IceWEB Common Stock on the date

of Closing to acquire IceWEB Common Stock (the "IceWEB Options"). The IceWEB

Shares and IceWEB Options are to be issued to the Shareholders (and any other

individuals, if applicable) in the amounts set forth in Schedule 1.01.

<PAGE>

Furthermore, IceWEB shall also issue an additional 500,000 options with

an exercise I price of 85% of the closing price for IceWEB Common Stock on the

date of grant of said I additional options, enabling the grantees to acquire

IceWEB's Common Stock, with said I additional options being granted to the

individuals listed and in accordance with the conditions and in the manner set

forth in Schedule 1.01. These options shall be granted by IceWEB in the event

that IceWEB, Propster, and/or DevElements (individually, in combination, or

collectively) receive contracts, task orders, or any other work assignment,

perform work there under, and/or invoice or bill at least $840,000.00 in revenue

in the six (6) months following execution of this Agreement, that is derived

from, through, or as result of, in whole or in part, the DevElements assets

acquired through this Agreement or through the efforts of or work performed by

any individual who is currently a DevElements Shareholder or employee. These

option shares shall I be referred to as the "IceWEB Conditional Options" when

necessary to expressly distinguish the grant date of such option shares from the

1,500,000 options to acquire IceWEB Common Stock that will be granted on the

Closing Date. In all other occasions, the term "IceWEB Options" 1 shall refer to

all options discussed in this Agreement (e.g., when discussing the terms under:

which such options vest or can be executed in accordance with IceWEB's Incentive

Stock Option Agreement).

1.02 Delivery of DevElements Shares. IceWEB Shares. and IceWEB Options.

On the Closing Date, the Shareholders will deliver to Propster the certificates

representing the DevElements Shares, duly endorsed for transfer (or with

executed stock powers), so as to make Propster the sole owner thereof.

Simultaneously, IceWEB will instruct its transfer agent to deliver certificates

representing the IceWEB Shares and IceWEB will enter into agreements granting

IceWEB Options, excluding the IceWEB Conditional Options, to the Shareholders

(and any other individual, if applicable, listed in Schedule 1.01). Terms of the

IceWEB Options grants are set forth in Schedule 1.02.

1.03 Investment Intent. The IceWEB Shares and the Common Stock of

IceWEB which may be purchased upon exercise of the IceWEB Options ("Option

Shares") have not been registered under the Securities Act of 1933, as amended

(the "Act"), and may not be resold unless the IceWEB Shares and Option Shares

are registered under the Act or an exemption from such registration is

available. The Shareholders represent and warrant that they are acquiring the

IceWEB Shares for their respective accounts for investment, and not with a view

to the sale or distribution of the IceWEB Shares. Each certificate representing

the IceWEB Shares will have a legend thereon incorporating language as follows:

"The shares represented by this certificate have not been

registered under the Securities Act of 1933, as amended (the " Act") or

any state securities laws. The shares have been acquired for investment

and may not be sold or transferred in the absence of an effective

Registration Statement for the shares under the Act unless in the

opinion of counsel satisfactory to the Company, registration is not

required under the Act or any applicable state securities laws."

1.04 Registration Rights.

a. Incidental Registration. In connection with any Public Offering of

IceWEB securities, Shareholders shall have the right to require IceWEB to

include all or (at Shareholder's election) any portion of the IceWEB Shares and

Option Shares (provided the IceWEB Options have been exercised prior to the

first filings with the Securities & Exchange Commission in connection with the

Public Offering). Notwithstanding the foregoing, if the underwriters shall

advise IceWEB in writing that, in their experience and professional opinion

arrived at in good t faith based upon existing market conditions, inclusion of

such number of IceWEB Shares and/or Option Shares (together with the shares of

Common Stock requested for registration by any other I selling equity holders)

will adversely affect the price or distribution of the securities to be offered

<PAGE>

in such Public Offering solely for the account of IceWEB, then Holder shall then

have the right j to include only such number of IceWEB Shares and/or Option

Shares that such advice by the underwriters indicates may be distributed without

adversely affecting the distribution of the securities solely for IceWEB's

account. As between Shareholders and any other holders of IceWEB Common Stock

requesting to be included in such Public Offering, such availability for

inclusion in the registration for such Public Offering shall be allocated pro

rata based upon the ; total number of shares of IceWEB Common Stock owned or

purchasable. In connection with any underwritten Public Offering, provided that

all other holders of equity interests of IceWEB are subject to identical (or

more restrictive) restrictions with respect to their equity interests, then

Shareholders shall agree to refrain from selling or otherwise transferring

(other than to affiliates) any IceWEB Shares not included in such Public

Offering for a period of time (not to exceed 14 calendar days prior to and 180

calendar days after the effective date of the registration statement for such

Public Offering) as may be appropriate under the circumstances and reasonably

requested by IceWEB and the underwriters for such offering.

b. Certain Additional Agreements in Connection with Registration. In

connection with any Public Offering, IceWEB (i) shall furnish Shareholders such

numbers of copies of registration statements and prospectuses (and amendments

and supplements thereto) as Shareholder may reasonably request, and (ii) shall

take all such other actions as are necessary or advisable to facilitate the

registration and sale of such IceWEB Shares. In connection with any Public

Offering as to which a Shareholder is requesting registration of IceWEB Shares,

Shareholder (A) shall provide IceWEB with such information regarding itself,

himself or herself as may be reasonably required by IceWEB, and (B) shall

reasonably cooperate with IceWEB in the preparation of the registration

statement. In connection with any offering of IceWEB Shares pursuant to the

provisions of this Section, IceWEB and Shareholders shall provide each other

with customary indemnifications that are no more favorable to IceWEB than those

applicable to any other Persons participating in such Public Offering.

c. Public Offering means any issuance or other sale of any Common Stock

(or securities convertible into, or exchangeable for, Common Stock or rights to

acquire common Stock or such securities) of IceWEB pursuant to a registration

statement filed with the Commission under the Securities Act, other than a

registration on Form S-8 (or any successor form) relating solely to employee

benefits or stock plans; provided, however, that if a registration statement is

filed at the request of holders of the Common Stock of IceWEB and no shares of

Common Stock will be sold under such registration statement on the account of

IceWEB, then such registration statement will only be considered a Public

Offering if such offering will result in gross proceeds of at least $5,000,000

to the selling security holders.

SECTION 1.1 -ACQUISITION OF ASSETS; ASSUMPTION OF LIABILITIES

1.11 Acquisition of Assets. Propster and DevElements hereby agree that

for and in consideration of Propster's assumption of the sum of US ONE HUNDRED

FIFTY THOUSAND AND NO/100 DOLLARS (US $150,000.00) in DevElements's liability to

Sun Trust Bank (as further described in Schedule 1.11) and a payment of US ONE

HUNDRED THOUSAND AND NO/100 DOLLARS (us $100,000.00) (as further described in

Schedule 1.11), DevElements shall sell to Propster, and Propster shall purchase

from DevElements, free of all liens and , encumbrances, the following

DevElements assets ("Assets"):

a. Software and Documentation. All software and documentation

developed, r under development, and used in what is referred to as the Propster

suite of software products and the DEX suite of software products, plus all

other software and documentation developed by or for DevElements at any time.

Every software program developed or used by DevElements shall be described in

Schedule 1.11.a. and, if the program is designated by name, the name for the

program shall be provided in Schedule 1.11.a.

<PAGE>

(the "Software Programs"). Without limiting the generality of the foregoing,

DevElements shall convey to Buyer the following:

(i) Code. All computer programming code. Code shall

include both Object Code and Source Code. "Object Code" is defined as the

machine-readable form of the Code. "Source Code" is defined as the

human-readable form of the Code, including all, comments and any procedural code

such as job control language. All Code is currently resident on computer servers

owned or controlled by DevElements. At Closing, DevElements will deliver CD-ROMs

to Propster containing all source code. At or immediately after Closing, a

mutually acceptable software expert must warrant that all computer programming

code as set forth in Schedule 1.11.a. remains on the computer servers owned or

controlled by DevElements.

(ii) Products and Derivative Products. All products

in Source Code and, if in existence, Object Code. Products may have taken the

form of either an original product, derivative work, or a copy of the product,

and may have been licensed to DevElements's customers as a basic Software

Program, or a modification, addition, or replacement of or to the Product,

whether in the form of a fix, new release, enhancement, upgrade, new product, or

otherwise. A "Derivative Work" means a work that is based upon one or more

preexisting works, such as a revision, modification, translation, abridgement,

condensation, expansion, or any other form in which such preexisting works may

be recast, transformed, or adapted, and which, if prepared without authorization

of the owner of the copyright in such preexisting work, would constitute a

also include any compilation that incorporates such a preexisting work. All

Products and Derivative Works developed and/or sold by DevElements, the rights

to all of which are being assigned hereunder, are described and listed in

Schedule 1.11.a(ii) attached.

(iii) Documentation. All Documentation, including

written materials (and machine-readable text subject to display and printout)

that directly relate to and/or describe particular Code. Documentation shall

include Development Documentation and User Documentation. Development

Documentation means Documentation used in conjunction with Source Code in the

development process. User Documentation means Documentation in the form of

instructions and manuals provided to end-user customers. All Documentation, the

rights to all of which are being assigned hereunder, is described and listed in

Schedule 1.11.a(iii) attached.

(iv) Existing Licenses. All license agreements

between DevElements and its customers, which relate to Products or Derivative

Products that have already been fully or partially delivered and installed

("Existing Licenses"). All Existing Licenses are described and listed m Schedule

1.11.a(iv) attached.

(v) Generic Code. All Generic Code. "Generic Code"

means the Code identified in Schedule 1.11.a(v) attached hereto, consisting of

subroutines that are currently part of a Product or Derivative Work and used by

DevElements or any of its Software developers in other products or for other

purposes.

(vi) Third Party Software Licenses. All software

developed or licensed by third parties to DevElements as licensee, and used by

DevElements in development of Software or otherwise used in DevElements's

business. All Third Party Software Licenses, the rights to all of which are

being assigned hereunder, are described and listed in Schedule 1.11.a(vi)

attached.

b. Other Content. All content not included in the Software

assets described in subparagraph a. above, whether said content is analog or

digital voice, video, or data content stored on

<PAGE>

tape, disk, or any form of analog, digital, electronic, or other media. All

Other Content, the rights to all of which are being assigned hereunder, are

described and listed in Schedule 1.11.b attached.

c. Customer Contracts. All contracts, agreements, licenses,

and other commitments and arrangements, oral or written, with any person or

entity (including for-profit businesses, non-profit organizations, and

government entities) respecting the provision of professional computer services;

ownership, license, acquisition, design, development, distribution, marketing,

use, hosting or maintenance of computer program code, analog ,recordings,

related technical or user documentation, and databases, arising out of the

businesses in which DevElements has been engaged Also included are sales leads,

teaming arrangements in process, hosting opportunities, and application service

provider software provision opportunities. All Customer Contracts, the rights to

all of which are being assigned hereunder, are described and listed in Schedule

1.11c. attached.

d. Other Assets. Cash, hardware, furniture, equipment,

supplies, contractual benefits (including memberships and certifications with

third party software licensors), contract rights with employees and other agents

(including non-competition and non-disclosure covenants) and all other assets

not specifically excluded also convey hereunder.

1.11.1 Assets Excluded from Sale. Expressly excluded from the assets

being sold by DevElements to Propster is a right reserved unto DevElements to

license Propster software to its current landlord at 11600 Sunrise Valley Drive,

Reston, Virginia. Included among the prospective licensees of Propster in

connection with these reserved rights are the landlord, 11600 I Sunrise Limited

Partnership, and the Bernstein management organization. DevElements will

negotiate any such license of Propster so reserved with the advice of those

employees and agents of lceWEB and/or its other subsidiaries and/or Propster.

These licensing rights reserved unto DevElements are expressly intended to

facilitate the negotiation by DevElements of any commercial lease amendment

which is determined to be in the best interests of DevElements.

1.12 Assumption of Liabilities. Propster and DevElements hereby agree

that, in connection with the Assets being acquired by Propster from DevElements,

DevElements shall t delegate to Propster those liabilities as set forth in

Schedule 1.12 only, and Propster agrees to accept and assume those liabilities.

Such delegated and assumed liabilities shall include any current or future

liabilities associated with the assets being acquired by or assigned to Propster

pursuant to this Agreement and any current liabilities DevElements has with any

supplier, provider of professional services, lessor (other than for DevElements

current office lease), or any other debt or obligation DevElements currently

owes to another party. Propster shall also assume any future liabilities

incurred by DevElements so long as such liabilities are incurred in the ordinary

course of business. The parties may enter into further agreements from time to

time with respect to assumption of liabilities

1.13 Profit Sharing on Propster Software Subsequent to the Closing

Date, the individuals identified in Schedule 1.13 will share in the profits

earned by IceWEB and/or Propster from the Propster software in the following

manner:

(a) The individuals identified in Schedule 1.13 shall be paid,

in the percentages set forth in the schedule, the total amount equal to fifty

percent (50%) of the gross profit earned by IceWEB and/or Propster during the

twelve (12) months after the Closing Date from the sale, licensing, and/or any

third party or customer use of the Propster software asset (as defined herein)

acquired from DevElements. The Propster software shall include any derivatives,

modifications, improvements, or subsequent versions created or developed after

Closing, any bundled products or software that includes, incorporates, or

utilizes the Propster software, or any service provided in connection with such

Propster software

<PAGE>

(b) The individuals identified in Schedule 1.13 shall be paid,

in the percentages set forth in the schedule, the total amount of fifty percent

(50%) of the gross proceeds paid to IceWEB and/or Propster by a third party as a

result of or from any asset sales of the Propster software set forth in Section

1.13(a) that occurs within eighteen (18) months after the Closing Date.

shall be paid to the individuals identified in Schedule 1.13 on a quarterly

basis commencing with the quarter ending on June 30, 2004, from fully funded and

closed sales in cash. Payment to these individuals shall be due within thirty

(30) calendar days of the end of the quarter.

(d) IceWEB and/or Propster shall provide an accounting of all

gross profits received by IceWEB and/or Propster from the sale, licensing,

and/or any other third party or customer use of the Propster software as set

forth in Section 1.13(a) on a quarterly basis. Such accounting report shall be

provided to the individuals identified in Schedule 1.13 at the same time as any

payments owed under Section 1.13.

(e) This Profit Sharing agreement may be succeeded by a

broader based program that includes other products and services sold by other

IceWEB subsidiaries.

ARTICLE II

CLOSING

2.01 Time and Place of Closing. The transactions contemplated by this

Agreement shall be consummated on or before May 13, 2004, at the law offices of

Ira S. Saul, PLC, 4126 (Leonard Drive, Fairfax Virginia 22030 (the "Closing

Date"), or at such other place as agreed to by the parties. The time and place

at which the transactions contemplated hereby are consummated is hereinafter

referred to as the "Closing".

2.02 Deliveries at Closing. At the Closing:

(a) The Shareholders shall cause the DevElements Shares to be

delivered to Propster, duly endorsed for transfer;

(b) IceWEB shall deliver to the Shareholders, or provide its

transfer agent instructions to issue and deliver, the IceWEB Shares, with a copy

of such instructions for each share recipient given to the DevElements

Shareholders, and IceWEB shall deliver agreements to purchase IceWEB Options to

the DevElements Shareholders and any other individuals receiving a grant of such

IceWEB Options at closing;

business offices the Assets to Propster as the parties may decide is

appropriate;

(d) Propster shall enter into Employment Agreements with those

persons listed in Schedule 2.02(e) in the form attached to Schedule 2.02(e);

(e) The parties to this Agreement anticipate that some of the

documents and information referenced in this Agreement will not be prepared

and/or provided to the other party as attachments, schedules, or exhibits to

this Agreement at the time the Agreement is executed. The parties agree to and

will work in good faith to prepare and provide the missing documents and

information referenced in this Agreement, to be completed not later than ten

(10) business days after Closing. Included among the deliveries after Closing

will be employment contracts between Propster as employer and the following

persons as employees: Andrew Hill, Joseph Luby, Chris MacDonald, Bonnie

Edenfield, and Eric Eggleston.

<PAGE>

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF DEVELEMENTS AND THE SHAREHOLDERS

DevElements and the Shareholders, jointly and severally, hereby

represent and warrant to IceWEB and Propster as follows:

3.01 Legal Capacity of DevElements.

(a) DevElements has the legal capacity to execute and deliver

this Agreement and to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by

DevElements, and the consummation by it of the transactions contemplated hereby,

does not violate or conflict with (i) any material terms of any organizational

document or any instrument, contractual restriction or commitment of any kind or

character to which DevElements is a party or by which it is bound, or (ii) any

requirement of law or any judgment, decree or order of any governmental or ,

regulatory authority to which DevElements is subject or by which DevElements or

any of its respective assets or properties is bound.

DevElements, and constitutes a valid and binding obligation of DevElements

enforceable against DevElements in accordance with its terms except to the

extent that (i) such enforcement may be limited by bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting the enforcement of

creditors' rights generally and (ii) the availability of remedies, including

specific performance, is subject to the discretion of the court before which any

proceeding therefor may be brought.

3.02 Organization and Authority of DevElements. DevElements is a

corporation duly organized, validly existing and in good standing under the laws

of the commonwealth of Virginia, and has all requisite corporate power and

authority to carry on its business as presently conducted and to own or lease

and to operate its properties. DevElements is qualified to transact business as

a foreign corporation in each jurisdiction wherein the failure to so qualify

would have a material adverse effect on the business, financial condition,

results of operations, assets or properties of DevElements (a "DevElements

Material Adverse Effect"). DevElements has no subsidiaries.

3.03 Capitalization. The authorized capital stock of DevElements

consists of 100,000 shares of DevElements Common Stock, of which 40,000 shares

of Common Stock are issued and outstanding on the date hereof. A list of

DevElements Shareholders with the amount of DevElements Common Stock held by

each is attached as Schedule

3.03. DevElements is not a party to or bound by any options, calls,

voting agreements, contracts, or commitments of any character relating to any

issued or unissued capital stock or any other equity security issued or to be

issued by DevElements, except for an Amended and Restated Stock Restriction and

Retirement Agreement that limits the ability of DevElements Shareholders to sell

DevElements Common Stock to parties other than Shareholders or DevElements. The

issued and outstanding DevElements Common Stock has been duly authorized and is

validly issued, fully paid and non- assessable and not subject to the preemptive

or anti-dilution rights of any person.

<PAGE>

3.04 Consents and Approvals. This Agreement and the transactions

contemplated hereby have been duly authorized by the Board of Directors and by

the Shareholders. In the event the Board of Directors and Shareholders have not

authorized and approved this Agreement and the transactions contemplated herein

in written form by the Closing, such approvals will be forthcoming within two

(2) business days of Closing. In the interim, the execution of this Agreement by

DevElements and the Shareholders constitutes approval by each as to the

authorization and approval of this Agreement and the transactions contemplated

herein by DevElements' Board of Directors and Shareholders and to authorize and

approval such actions t without a formal meeting. No approval, order or consent

of, filing or registration with or notice or payment to, any foreign, federal,

state, county, local or other governmental or regulatory body, and no other

approval or consent of, or filing with or notice or payment to, any other person

is required by or with respect to DevElements in connection with the execution

and delivery by: DevElements of this Agreement and the consummation and

performance by it of the transactions contemplated hereby. The execution and

delivery of this Agreement, the consummation of the transactions contemplated

hereby, and the performance by DevElements of this Agreement in accordance with

its terms and conditions will not (a) conflict with or result in the breach or

violation of any of the terms or conditions of, or give rise to any acceleration

of Development's obligations or constitute (or with notice or lapse of time or

both would constitute) a default under (i) the Articles of Incorporation or

By-laws of DevElements, as the same have been amended and/or restated from time

to time (ii) any instrument, contract or other material agreement by or to which

DevElements is a party or by or to which DevElements's assets or properties are

bound or subject; (iii) any statute, law or regulation of any jurisdiction or

any order, writ, judgment, injunction, award or decree of any court, arbitrator

or governmental or regulatory body against, or binding upon, DevElements or the

assets or properties of DevElements; or (iv) any license, franchise, approval,

certificate, permit or authorization applicable to DevElements or any of

Development's assets; or (b) result m the creation of any hen, charge or

encumbrance of any nature, upon the DevElements Shares or assets or property of

DevElements.

3.05 Financial Statements. Books and Records. The following DevElements

financial statements are attached hereto as Schedule 3.05: the unaudited balance

sheet of DevElements as of May 13, 2004 (the "Balance Sheet"), and the related

unaudited statement of operations for the period then ended, including an income

statement (the "Financial Statements"). The Financial Statements are true and

accurate and fairly represent the financial position of DevElements, to the best

of DevElements' current good faith knowledge and belief, as of such date and the

results of its operations for the period then ended, and have been prepared in

accordance with generally accepted accounting principles consistently applied,

except for the omission of footnotes or otherwise as indicated therein. Since

the date of the Balance Sheet there has not been:

(a) any change which could reasonably be expected to have a

DevElements Material Adverse Effect;

(b) any damage, destruction or loss which could reasonably be

expected to have an DevElements Material Adverse Effect;

distribution or with respect to any redemption or repurchase of DevElements's

capital stock; or

(d) any sale of an asset (other than in the ordinary course of

business) or any mortgage or pledge by DevElements of any properties or assets.

3.06 Litigation. Except as disclosed in Schedule 3.06 hereto, there is

no action, suit or f proceeding pending or threatened, or any investigation, at

law or in equity, before any arbitrator, court or other governmental authority,

pending or threatened, nor any judgment, decree, injunction, award or order

<PAGE>

outstanding, against or in any manner involving DevElements or any of

DevElements's properties or rights which (a) could reasonably be expected to

have an f DevElements Material Adverse Effect, or (b) could reasonably be

expected to prevent the consummation of any of the transactions contemplated by

this Agreement.

3.07 Taxes. DevElements has filed all tax returns that it was required

to file, and has paid all taxes indicated on such returns for such periods which

are due and payable as of the date hereof. All such tax returns were in all

respects true, complete and correct and filed on a timely basis. None of the

income tax returns filed by, on behalf of or with respect to DevElements is

currently the Subject of an audit, and no notice of a planned audit has been

received by DevElements. Attached to Schedule 3.07 are federal and state income

tax returns for calendar years 2001, 2002, and 2003. DevElements is an

S-corporation.

3.08 Corporate Records. DevElements has granted IceWEB access to all

the tax, accounting, corporate and financial books and records relating to the

business of DevElements. Such books and records have been maintained on a

current basis, are true and complete in all material respects, and fairly

reflect the financial condition and results of operations of DevElements as of

the dates thereof and the periods ended. The minute books of DevElements contain

complete and accurate records of all meetings and other corporate actions of its

Board of Directors and stockholders and have been made available to IceWEB for

review.

3.09 DevElements' Properties. Develements has good and marketable title

to all its personal property, equipment, processes, patents copyrights,

trademarks, franchises, licenses and other properties and assets (except for

items leased or licensed to DevElements), including all property reflected in

DevElements's Financial Statements (except for assets reflected therein which

have been sold in the normal course of its business where the proceeds from such

sale or other disposition have been properly accounted for in the financial

statements of DevElements), in each case free and clear of all liens, claims and

encumbrances of every kind and character, except as set for the in Schedule

3.09. DevElements has no ownership interest in any real property. The assets and

properties owned, operated or leased by DevElements and used in its business are

in good operating condition, reasonable wear and tear excepted, and suitable for

the uses for which intended.

3.1 0 Insurance. Schedule 3.10 contains an accurate and complete list

and brief description of

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