PURCHASE OF BUSINESS ASSETS

Exhibit 10.6

AGREEMENT

For the

PURCHASE OF BUSINESS ASSETS

THIS AGREEMENT for the purchase of business assets (hereinafter the “Agreement”) is made and entered into on September 11, 2007, by and between Cyberinformatix, Inc., a Florida Corporation located at 4409 Hoffner Avenue Suite 107, Orlando, Florida 32812 (the “Seller”); and Cyber Informatix, Inc., a Nevada Corporation, with a principal address at 1785 E. Sahara Avenue, Suite 240, Las Vegas, Nevada, 89104, (the “Purchaser”) (together the “Parties”).

RECITALS

WHEREAS, the Seller offers licensing to users of its software through his website business known as Cyberinformatix.

WHEREAS, the Seller conducts business through several domains listed below.

WHEREAS, the Seller desires to sell, and the Purchaser desires to buy the tangible and intangible assets of the Seller used in the Cyberinformatix Business including all websites, domain names, marketing rights, copyrights, trademarks, proprietary Software and databases, Source Code, Specifications and any other Proprietary Rights owned by Seller relating to the Cyberinformatix business (collectively, “Business”) and

WHEREAS, the undersigned Parties have the authority to enter into this Agreement and will continue to have the authority to execute the Closing Documents and to conclude the transaction described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Parties, intending to be legally bound, hereto agree as follows:

AGREEMENT

1.            The foregoing recitals are true and correct.

2.            Definitions.

2.1           “Software” means the object code version of all Cyberinformatix  software computer programs.  The Software includes any improvements, Updates, Upgrades, Enhancements, Maintenance Modifications or derivative works of the Software.

2.2           “Enhancements” means any improvements(s) in the Software which changes the performance and/or function of such Software as indicated by a sub-number appearing two digits to the right of an initial decimal (i.e., 1.01 or 1.02).

2.3           “Proprietary Rights” means all intellectual property rights worldwide arising under statutory and common law, and whether or not perfected, including, without limitation, all trademark, service marks, trade names, rights associated with rights of authorship including copyrights, copyright applications, copyrights registrations, derivative works and moral rights, rights related to the protection of trade secrets and confidential information and any other proprietary right related to intangible and tangible property of the Business now existing or hereafter filed, issued or acquired.

2.4           “Source Code” means any human readable computer program code.

2.5           “Specifications” means the functional description of the operation of the Software.

2.6           “Update(s)” means any error corrections and bug fixes developed by Seller.

2.7           “Upgrade(s)” means any improvement(s) in the Software that changes performance and/or function of such Software and which is indicated by a sub-number appearing one digit to the right of an initial of an initial decimal (i.e. 1.1.1 or 1.2.1) and which may include one or more Enhancements.

2.8           “Maintenance Modifications” means changes to be integrated with the Software, including any Error corrections, but does not alter the functionality of the Software or add new functions.

3.             PURCHASE AND SALE

Subject to the provisions of this Agreement, the Seller agrees to sell and the Purchaser agrees to buy:

3.1           All of the tangible and intangible personal property of the Business of the Seller.

3.2           All Proprietary Rights and proprietary technology of the Business of the Seller pertaining to this sale.

3.3           All Source Codes and graphics of the Business of the Seller pertaining to this sale.

3.4           Domain Registrar Account (services shown in Schedule A), and All Domain Names used in the business, as listed below:

3.5           Any and all other assets, tangible or intangible, used by the Seller in the Business necessary for the continued operation of the Business.  Cash reserves held by Seller in various accounts are excluded assets from this transaction.

The Business goodwill, including the continued business use of the owner’s name in conjunction with the software.

Marketing Consulting Agreement, pre-paid by Seller, as evidenced in Schedule B.

IXWeb Hosting account will also be transferred to Purchaser, evidenced in Schedule C.

4.             PURCHASE PRICE

The negotiated purchase price in the amount of $80,000 plus a $10,000 bonus payment (subject to conditions as described below in 4.3) to be paid in United States currency by Purchaser for the Assets is as follows:

4.1           Initial Payment: The Initial Payment of  $65,000.00 shall be paid by the Purchaser by way of deposit to Escrow.com, and will be released to Seller upon transfer of assets as coordinated by the Escrow agent.  Upon receipt of this payment by the Escrow agent, a bill of sale conveying the business, subject to a lien on all assets conveyed securing the remaining payment under this agreement, will be executed between the parties evidencing the transfer of property.  Purchaser will also reimburse Seller for the cost of any magazine advertising paid for by Seller on behalf of Purchaser.  The cost, ad copy and publications chosen will be agreed to by Purchaser in advance of expenditures.

4.2           Payment #2: The parties will execute a one year promissory note due from Purchaser, in the amount of $15,000.00, including 8% interest, payable in one payment.  There will be no pre-payment penalty if Purchaser pays off the note early, and interest will be prorated at the date the note is paid (365 day year).  This note will be guaranteed by both the Purchaser personally, and the U.S. business entity established by the Purchaser taking assignment of this contract.

4.3           Payment#3:  If gross sales exceed $120,000 for the first full 12 month period from the date of this transaction, Purchaser will pay seller a $10,000 bonus immediately after third party accounting verification is completed.

5.1           Seller operates the Business under the laws of Florida, USA, and the Business is in good standing as of the date of the execution of this Agreement.

5.2          All actions necessary or appropriate for the Seller to consummate this transaction shall have taken place.

5.3          The Seller has good, absolute, and marketable title to the Business, free from all liens, claims, and encumbrances.  Copies of Seller’s Bill of Sale (dated May 4, 2007) and Agreement for the Purchase of Business Assets with previous Owner (dated May 3, 2007) are included in Schedule D.

5.4           Seller has the unfettered right, power, and authority to sell all of the Business assets, and this Agreement constitutes a valid and binding obligation of Seller.

5.5           Conveyance to the Purchaser, pursuant to this Agreement, shall vest unencumbered title to the Businesss in the Purchaser in the United States of America, Canada, and every other jurisdiction of the world.

5.6          The assets being conveyed have been used only in the lawful conduct of the Seller's Business.

5.7           Conveyance as contemplated by this Agreement shall not violate any federal statute or local law, ordinance, rule, or regulation of the United States of America or Canada.

5.8           There is no litigation or other administrative or judicial proceeding pending or threatened that might endanger the Seller's right to convey the Business.

5.9           No representation or warranty furnished by t