DOMAIN NAME ACQUISITION AGREEMENT

Exhibit 10.1

DOMAIN NAME ACQUISITION AGREEMENT

Subject to the terms and conditions attached hereto and expressly made a part hereof (the “Terms and Conditions”), and such additional terms and conditions set forth below, Portfolio Brains LLC, a California limited liability company (“Purchaser”), hereby agrees, either directly or through an affiliate, to acquire from the Seller(s) set forth below all right, title and interest in and to the domain names set forth on Exhibit A hereto, for the Purchase Price set forth below.

IN WITNESS WHEREOF, intending to be legally bound, the parties have executed and delivered this Domain Name Acquisition Agreement as of the Effective Date.

DOMAIN NAME ACQUISITION AGREEMENT

TERMS AND CONDITIONS

These Terms and Conditions are hereby agreed to and made a part of the Domain Name Acquisition Agreement (the “Agreement”) to which they are attached.  Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

1.             Purchase and Sale

1.1           Assets to be Acquired. On the terms and subject to the conditions of this Agreement, Seller shall, on the Effective Date, sell, convey and assign to Purchaser, free and clear of all claims, liens and interests of any kind, all of Seller’s right (including all intellectual property rights), title and interest in and to the domain names set forth on Exhibit A (the “Assets”).

1.2           Liabilities. Purchaser shall, on the Effective Date, assume all liabilities and obligations arising out of the ownership, use and operation of the Assets after the Effective Date, except as set forth in Section 2.5.  Except as set forth in the preceding sentence, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for, all assets (other than the Assets) and all liabilities of Seller as of the Effective Date.

1.3           Purchase Price. In consideration for the transfer of the Assets, at the Closing, Purchaser shall pay to Seller the Purchase Price, less the Holdback, by wire transfer of immediately available funds, to the account(s) designated in writing by Seller.

1.4           Holdback. Purchaser shall retain the Holdback for one year as security for claims pursuant to Section 4.  On the one year anniversary of the Effective Date, that portion of the Holdback as to which no claims for indemnification have been made pursuant Section 4 shall be tendered to Seller by wire transfer of immediately available funds.  The remaining Holdback, if any, shall be delivered at such time (or times) as, and to the extent that any claims shall be finally resolved in favor of Seller by wire transfer of immediately available funds.

1.5           Closing. Subject to satisfaction of the conditions set forth in Section 1.6, the Closing shall place on the Effective Date, at the offices of Purchaser, or at such other place and time as the parties shall mutually agree.

1.6           Closing deliveries by Seller. Purchaser’s obligation to effect the Closing and deliver the Purchase Price is expressly conditioned upon the prior receipt by Purchaser of the following, any of which may be waived by the Purchaser in its sole discretion:

(a)       The Domain Name Transfer Agreement, in the form set forth on Exhibit B hereto, duly executed by Seller.

(b)       The Power of Attorney, in the form set forth on Exhibit C hereto, duly executed and notarized.

2.             Representations and Warranties of Each Seller .  As a material inducement to Purchaser to enter into the Agreement, each Seller represents and warrants to Purchaser as follows:

2.1           Authorization, Etc. Seller has full power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Seller has duly executed and delivered this Agreement.  This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

2.2           No Conflict; Approvals. The execution, delivery and performance of this Agreement by Seller does not and will not (a) violate, conflict with or result in the breach of any provision of the charter, by-laws, operating agreement, or other constituent documents of Seller (if applicable), (b) conflict with or violate any law or order applicable to Seller or any of its assets, properties or businesses, (c) require any consent, approval or authorization of any third party, or (d) conflict with, require any consent under, or result in the creation of any encumbrance on any of the Assets pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,

sublease, license, permit, franchise or other instrument or arrangement to which Seller is a party or by which any of the Assets is bound or affected.

2.3           Revenue Information. All information provided to Purchaser with respect to the historical revenue and traffic generated by the Assets (the “Seller’s Data”) was prepared from the books and records of the Seller, fairly presents such historical financial information and is complete and correct in all material respects.

2.4           Registered Owner. Seller has good, valid, marketable and transferable registrations to all Assets, in each case free and clear of any Lien (other than as set forth in the registration agreement(s) applying thereto).  For purposes hereof, the term “Lien” means any lien, mortgage, security interest, charge, pledge, retention of title agreement, adverse claim, easement, encroachment, restrictive covenant or other encumbrance affecting title to any property of any sort.  Each registration agreement related to such Assets is in full force and effect and all registration fees associated therewith have been duly paid and there are currently no amounts due to the registrar of such Assets in connection therewith.

2.5           Litigation. There are no claims, or threatened claims, that any of the Assets violates the trademark rights of any other person or entity, or otherwise violates any law.  Seller has no knowledge of any facts or circumstances that would be the basis for any claim that the Assets violate the trademark rights of any other person or entity, or otherwise violates any law.  There is no action pending or, to Seller’s knowl