LIMITED ASSET PURCHASE AGREEMENT

(b) All software (including object and source code, in machine readable and listing form), documentation (including internal documentation, documentation made available to customers and training materials), flowcharts, source code notes, software tools, compilers, test routines and information, in whatever form, and all revisions, release levels and versions of the foregoing, used on or with the Computer Technology, offered for sale or license by Seller, developed by or for Seller, or in the possession of Seller; the foregoing being more specifically defined and described in the Schedule of Software, Schedule B, attached hereto and made a part hereof (hereinafter collectively referred to as ''Software'').

(c) All patents, patent applications, copyrights, trade secrets, trademarks, trade names, and other proprietary rights based, in whole or in part, or included in or covering the Computer Technology, Software or any portion thereof; the foregoing being more specifically defined and described in the Schedule of Proprietary Rights, Schedule C, attached hereto and made a part hereof (hereinafter collectively referred to as ''Proprietary Rights'').

(d) All inventories of Computer Technology, Software, or any portions thereof; the foregoing being more specifically defined and described in the Schedule of Inventories, Schedule D, attached hereto and made a part hereof (hereinafter collectively referred to as ''Inventories'').

(e) All rights of Seller under sales agreements, franchises, license agreements, lease agreements, maintenance agreements, procurement agreements, consultant agreement, employee agreements, invention agreements and all other agreements of whatever nature or kind relating to Computer Technology, Software or Proprietary Rights specifically defined and described in the Schedule of Contract Rights, Schedule E, attached hereto and made a part hereof (hereinafter collectively referred to as ''Contract Rights'').

(f) All rights of Seller in the domain name and url http://www.clearlobby.com being more specifically defined and described in the Schedule of Inventories, Schedule D, attached hereto and made a part hereof.

All assets of Seller to be transferred to the Buyer pursuant hereto, including the Computer Technology, Software, Proprietary Rights, Inventories and Contract Rights, are sometimes hereinafter collectively referred to as ''Seller's Assets.''

1.2 Excluded assets. The following shall be excluded from Seller's Assets being sold and transferred to Buyer hereunder:

(a) Seller's cash on hand and bank deposits at the time of Closing.

(b) All accounts receivable, refundable income taxes, prepaid interest, investments in marketable securities, loans and exchanges; and loans receivable.

(c) All stock or securities, in whatever form, of Seller.

(d) All liabilities or obligations of Seller, in existence at the time of Closing as well as anytime after the closing, including, accounts payable, but excluding the obligations expressly included in Contract Rights.

(e) All leases for land and/or buildings.

1.3 Encumbrances.   The sale and transfer of Seller's Assets shall, at the time of Closing, be free and clear of all obligations, security interests, liens, infringements and encumbrances whatsoever..

1.4 Purchase price . Subject to the provisions of Paragraph 1.5 and the Promissory Note attached hereto as Schedule G, the purchase price for the sale and transfer of Seller's Assets to Buyer is the sum of $250,000.00.  The purchase price shall be payable as follows:

(a) At the time of Closing, by wire transfer to Seller's account at Citizen’s Bank $10,000.00.  Wire transfer and account information shall be provided by the Seller to the Buyer at Closing.

(b) The remaining $240,000.00 of the purchase price shall disbursed by Buyer to Seller in accordance with the terms of the Promissory Note dated September 11, 2008 and attached hereto as Schedule F.

(d) Sean Hanlon and Gregory Englehardt shall each be issued 10,000 shares of SEC 144 restricted stock in Buyers Company.

1.5 Closing.   The completion of the contemplated transactions is herein designated as the Closing, which shall take place on the   9th day of September, 2008, or such later date as may be mutually agreed upon by the parties.

1.6 Intentionally Omitted.

1.7 Access and information . Seller shall give to Buyer, Buyer's accountants, technical personnel, counsel and other representatives access, during normal business hours, from the date hereof to Closing, to Computer Technology, Software, Inventories, books, records, contracts and commitments of Seller (including Contract Rights) and shall furnish Buyer, during such period, with information concerning Seller's Assets as Buyer may reasonably request.  Such information shall be subject to the provisions of Paragraph 8.15.

1.8 Conduct of business . Seller warrants and represents to and covenants and agrees with Buyer that, pending completion of the Closing, unless otherwise agreed in writing by Buyer:

(a) Seller shall not sell, license, contract, commit or otherwise encumber Seller's Assets, other than in the ordinary course of business.

(b) Seller shall carry and continue in force and effect through the Closing, such fire and extended coverage insurance on the Inventories as is in existence of the date of this Agreement.

(c) Seller shall not amend, modify or terminate any agreement to which it is a party and which in any way relates to Seller's Assets, without the prior written consent of Buyer.

(d) There will be no increase in any compensation payable or to become payable by Seller to any employee, agent or consultant.

2. Warranties and Representations of Seller

Seller warrants and represents to Buyer as follows:

2.1 Corporate organization.   Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business in the Commonwealth of Massachusetts and has full power and authority to carry on its current business and to own, use and sell its assets, including Seller's Assets, and properties.

2.2 Corporate authority. The execution and delivery of this Agreement to Buyer and the carrying out of the provisions hereof have been duly authorized by the Board of Directors of Seller and authorized by Seller's shareholders, and at Closing, Seller shall furnish Buyer copies of the authorizing resolutions of Seller's Board of Directors and its shareholders.

2.3 Labor issues.   To the best of Seller's knowledge and belief, no strike, picketing or similar action is pending or threatened against Seller by its employees or any labor union.  To the best of its knowledge and belief, Seller is not engaged in any unfair labor practices in connection with the operation of the business of Seller relating to Seller's Assets.  Seller will not be responsible for any violations arising or determined subsequent to Closing that have been caused by any act of Buyer or any failure to act by Buyer.  Seller represents and warrants that it has not had any solicitation by any labor organization within the preceding three years.

2.4 Non-infringement.   The Computer Technology, Software, Proprietary Rights, and Inventories, in whole or in part, do not infringe, to the best of Seller’s knowledge, any patents, copyrights, trade secrets, trademarks or other proprietary rights of any third parties and no rights or licenses are required from third parties to exercise any rights with respect to Seller's Assets or any portion thereof.

2.5 Proprietary rights.   The Proprietary Rights are in full force and effect and there are no liens, claims, proceedings or causes of actions that in any way affect the validity or enforceability of such Proprietary Rights.  Except for licenses granted in the ordinary course of business to purchasers/licensees of Seller's products, no rights or licenses, express or implied, have been granted to any third parties under Proprietary Rights or any portion thereof

 2.6 Contracts, licenses, permits and approvals.

(a) Seller has no presently existing contracts or commitments extending beyond the execution date hereof that in any way relate to Seller's Assets that are not included in the Schedule of Contract Rights, Schedule E hereto.

(b) Seller does not have any obligation under any collective bargaining agreement or any other contract with a labor union.  Except to the extent set forth in the Schedule of Contract Rights, Schedule E hereto, Seller is not a party to any executive or employee compensation plan or agreement or compensatory plan or agreement with any independent contractors, or employees or agents of Seller, including, without limitation, any pension, retirement, profit sharing, stock purchase, stock option, bonus or savings plan.  Seller agrees to pay or allow as a credit to Buyer any vacation or sick pay accrued to Seller's employees at Closing.

(c) Seller agrees to inform Buyer of any changes in status of the Paragraph 2.6 representations.

2.7 Compliance.   Neither the execution and delivery of this Agreement, nor any instrument or agreement to be delivered by Seller to Buyer at the Closing pursuant to this Agreement, nor the compliance with the terms and provisions thereof by Seller, will result in the breach of any applicable statute or regulation promulgated thereunder, or any administrative or court order or decree, nor will such compliance conflict with, or result in the breach of, any of the terms, conditions or provisions of the Certificate of Incorporation or bylaws of Seller, as amended, or any agreement or other instrument to which Seller is a party, or by which Seller is or may be bound, or constitute an event of default or default thereunder, or with the lapse of time or the giving of notice or both constitute an event of default thereunder.

2.8 Fitness of Assets.   The Assets as of the date hereof consist, and at Closing will consist of items of a quality and quantity usable or salable in the ordinary course of business of Seller and are currently used by Seller in the ordinary course of business.

2.9 Litigation. There is no suit or action, or legal, administrative, arbitration or other proceeding or governmental investigation affecting Seller's Assets pending, or to the best knowledge and belief of Seller, threatened against Seller that materially or adversely affects the business of Seller relating to Seller's Assets or Seller's Assets.  Seller further warrants and represents that there is no outstanding judgment, decree or order against Seller that affects Seller or Seller's Assets in any way.

2.10 Effect of Agreement.   The terms and conditions of this Agreement and all other instruments and agreements to be delivered by Seller to Buyer pursuant to the terms and conditions of this Agreement are valid, binding and enforceable against Seller in accordance with their terms, subject only to the applicable bankruptcy, moratorium and other laws generally affecting the rights and remedies of creditors.

2.11 Good title.   Seller has and shall transfer to Buyer at Closing good and marketable title to Seller's Assets, free and clear of any and all security interests, encumbrances or liens.

2.12 Representations and warranties.   No representation or warranty by Seller in this Agreement or any documents provided hereunder contains or will contain any untrue statement or omissions or will omit to state any material fact necessary to make the statements contained herein or therein not misleading.  All representations and warranties made by Seller in this Agreement and any documents provided hereunder shall be true and correct as of the date of Closing with the same force and effect as if they had been made on and as of such date.

2.13 Due performance.   Seller has in all material respects performed all obligations required to be performed by it hereunder, and is not in default in any material respect hereunder, or in violation in any material respect of its Certificate of Incorporation or bylaws, as amended, or any agreement, lease, mortgage, note, bond, indenture, license or other documents or undertaking, oral or written, to which it is a party or by which it is bound, or by which it or any of its properties or assets may be materially affected. Seller is not in violation or default in any material respect of any order, regulation, injunction or decree of any court, administrative agency or governmental body.  The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby will not result in any of the violations or defaults referred to in this paragraph.

2.14 Subsidiaries.   Seller does not have any subsidiaries nor does it have any interest in any business enterprise not disclosed herein relating to or competing with Seller's Assets or any portion thereof.

2.15 Computer technology.   Schedule A, Computer Technology, is a complete listing of all items used and required by Seller to design, manufacture, test, market and support the computer system known as the Clearlobby website.

2.16 Software.   Schedule B, Software, is a complete schedule of all software marketed by Seller for use on or with the Computer Technology, there are no known errors, malfunctions and/or defects in the Software; there is no known unauthorized use of the Software or any portion thereof by any third party; and there is no known users of the software other than the parties hereto.

2.17 Rights of Seller in Computer Technology and Software.   Computer Technology and Software have been created solely by and / or for Seller who is under a contractual obligation to assign all right, title and interest therein to Buyer the terms and conditions set forth in this agreement.

2.18 Date and Time Compliance of Computer Technology and Software.   Seller represents and warrants that the computer technology and software does and shall operate in a well-defined, correct and predictable manner when using any date or time, and does and shall not cause material errors related to any date or time.  Seller shall not be responsible for any computer technology or software malfunctions or errors that occur subsequent to the Closing if the Buyer has made material changes to the technology purchased under this Agreement.  Notwithstanding any provisions of this Agreement to the contrary, Section 2.19 shall survive the Closing for a period of twelve (12) months.

2.19 Non-Competition.   Seller hereby agrees not to compete directly or indirectly with the business of Buyer or any of its affiliates, within the United States of America for a period of Two ("2") Years following the effective date of this Agreement.  As used herein "not to compete" shall mean that Seller shall not own, manage, operate, advise, consult, invest in, be engaged in or otherwise assist a business substantially similar to, or competitive with, the business of Buyer as of the date of this Agreement.  For purposes of this Section, Seller shall include all officers, directors and employees of Seller’s Corporation.  In addition, for purposes of this Agreement, the “Business” of Buyer shall be that which is conducted by the iMedicor division of Buyer, specifically: (i) physician to physician file sharing; (ii) continuing medical education; (iii) educational programs for the healthcare industry; and (iv) online pharmaceutical industry to physician sales and marketing interactions.

2.20 Non-Solicitation of Clients and Customers.   Seller hereby agrees that following the execution of this Agreement that they shall not, as a company, consultant or agent for any other entity or person, seek to solicit or carry out any work of the same or similar nature, or offer, develop, license any similar product or service to the Assets sold herein, for any client or customer of Buyer or any of its affiliates.  As used herein "similar product or service" shall mean any product or service similar to that offered, licensed, contemplated or developed in a similar Business (as defined herein) to Buyer.

2.21 Non-Solicitation of Buyer’s Employees.   Seller hereby agrees that they shall not as a company, employer, consultant or agent for any other entity or person, solicit, engage or employ any employee of the Buyer.  Seller shall not induce any Employee of Buyer or any of its affiliates to terminate his or her employment with Buyer or any of its affiliates, or hire or assist in the hiring of any such Employee by any other entity or person.

3. Warranties and Representations of Buyer

Buyer warrants and represents to Seller as follows:

3.1 Corporate organization.   Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified to do business in the State of New York and has full power and authority to carry on its current business and to purchase, own, use and sell its assets and properties.

3.2 Corporate authority.   The execution and delivery of this Agreement to Seller and the carrying out of the provisions hereof have been duly authorized by the Board of Directors of Buyer, and at Closing, Buyer shall furnish Seller a copy of the authorizing resolutions of Buyer's Board of Directors.

3.3 Binding nature.   This Agreement shall be, when duly executed and delivered, a legal and binding obligation of Buyer, enforceable in accordance with its terms.

3.4 Representations and warranties.   No warranties or representations of Buyer in this Agreement contains or will contain any untrue statement or omissions, or will omit to state a material fact necessary to make the statements contained herein not misleading.  All representations and warranties made by Buyer in this Agreement shall be true and correct as of Closing with the same force and effect as if they had been made on and as of such date.

3.5 Compliance with securities laws.   To the best of Buyer's knowledge and belief, neither Buyer nor any officer, director, affiliate, or controlling person of Buyer has committed any violation, or been in any way in contravention, of any law, rule or regulation governing transactions in securities, in connection with the transactions herein.

3.6 Inspection and value.   Buyer has formed its own opinion as to the value of Seller's Assets being purchased hereunder.  Seller's warranties include such express written warranties as are contained in this Agreement.

 3.7 Litigation.   There are no pending, or to the best knowledge and belief of Buyer, threatened actions or proceedings before any court or administrative agency or other authority that might or will materially or adversely affect Buyer's ability or right to perform all of Buyer's obligations hereunder.

3.8 Compliance.   Neither the execution and delivery of this Agreement, nor any instrument or agreement to be delivered by Buyer to Seller at the Closing pursuant to this Agreement, nor the compliance with the terms and provisions thereof by Buyer, will result in the breach of any applicable statute or regulation promulgated thereunder, or any administrative or court order or decree, nor will such compliance conflict with, or result in the breach of, any of the terms, conditions or provisions of the Certificate of Incorporation or bylaws of Buyer, as amended, or any agreement or other instrument to which Buyer is a party, or by which Buyer is or may be bound, or constitute an event of default or default thereunder, or with the lapse of time or the giving of notice or both constitute an event of default thereunder.

3.9 Effect of Agreement.   The terms and conditions of this Agreement and all other instruments and agreements to be delivered by Buyer to Seller pursuant to the terms and conditions of this Agreement are valid, binding and enforceable against Buyer in accordance with their terms.

3.10 Good Title. Buyer has and shall transfer to Sean Hanlon and Gregory Englehardt at Closing good and marketable title to 10,000 SEC 144 restricted shares each, free and clear of any and all security interests, encumbrances, or liens.

3.11 Due performance.   Buyer has in all material respects performed all obligations required to be performed by it hereunder, and is not in default in any material respect hereunder, or in violation in any material respect of its Certificate of Incorporation or bylaws, as amended, or any agreement, lease, mortgage, note, bond, indenture, license or other documents or undertaking, oral or written, to which it is a party or by which it is bound, or by which it or any of its properties or assets may be m