INTELLECTUAL PROPERTY RIGHTS PURCHASE AND TRANSFER AGREEMENT

INTELLECTUAL PROPERTY RIGHTS PURCHASE AND TRANSFER AGREEMENT

This Intellectual Property Rights Purchase and Transfer Agreement (this “Agreement”) is made as of this [blank] day of May, 2009, between Single Touch Systems, Inc. A Delaware Corporation, (hereinafter referred to as “STS”or“Buyer”), and StreamWorks Technologies, a Delaware Corporation, hereinafter referred to as (“SWT” or “Seller” or “StreamWorks”).

RECITALS:

A. SWT currently owns or has the right to certain Intellectual Property Rights identified on Exhibit A hereto (the “Assets”), including but not limited to Patents, Pending Patents, and Continuation in Part, Applications, etc. listed thereon.

B. Upon the Closing Date, Streamworks shall transfer to Buyer the Assets free of any and all encumbrances and Buyer accepts all rights to the Assets.

C. STS wishes to purchase the Assets for the Purchase Price set forth in Section 2 below.

It is therefore agreed as follows:

Definitions .

As used herein, the following terms shall have the following meanings:

B. Closing. The term “Closing” or “Closing Date” shall have the meaning ascribed to it in Section 3.

C. Closing Date Payment. The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

D. Material Adverse Effect . The term “Material Adverse Effect” shall mean events which have an adverse effect in the aggregate which, measured in dollars, exceeds the sum of $15,000.

E. Material Contract. The term “Material Contract” shall have the meaning ascribed to it in Section 5.3.

F. Proration Date . The term “Proration Date” shall mean the specific date set for Closing in Section 3 or any subsequent date set for Closing, provided that the actual date of Closing occurs within five (5) business days after said date set for Closing.

G. Affiliate of Seller . The term “Affiliate of Seller” shall mean (i) any individual, partnership, corporation, or other entity or person which is owned or controlled directly or indirectly by Streamworks; (ii) any other individual, partnership, corporation, or other entity or person which controls or is controlled by or under common control with Seller; and (iii) any officer, director, partner, or owner of 10 percent or greater equity or voting interest in any such other corporation, partnership, or other entity or person.

H. Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

I. Agreement. The term “Agreement” shall mean this instrument and all Schedules and Exhibits attached hereto.

1. Sale, Purchase and Transfer of Intellectual Property Rights.

     1.1 Assets . Subject to the terms and conditions of this Agreement, at the Closing referred to herein, Seller agrees to sell, transfer and assign and Buyer agrees to purchase and accept on the terms stated herein, all of Seller's right, title and interest in and to the Assets, including, without limitation, all contracts, contract rights, licenses, licenses, notifications, approvals and authorizations to the extent assignable associated therewith (the “Contracts”).

1.2 Assignment of Contracts.

     (a). Contracts Assignable Without Consent. Seller agrees to assign or cause to be assigned to Buyer or a Designee, as of the Closing, all of the rights of Seller under the Contracts that are assignable without consent of any third party and Buyer shall assume, as of the Closing,

     (b). Seller to Use Reasonable Efforts. Anything in this Agreement to the contrary notwithstanding, Seller shall be obligated to sell, assign, transfer or convey or cause to be assigned, transferred or conveyed to Buyer or a Designee, if applicable, any of its rights in and to any of the Assets and first obtaining all necessary approvals, consents or waivers. Seller shall use all reasonable efforts, and cooperate with the Buyer, to obtain all necessary approvals, consents or waivers, or to resolve any impracticalities of transfer necessary to assign or convey to Buyer or a Designee, if applicable, the Asset as soon as practicable; provided, however, that neither Seller nor Buyer shall be obligated to pay any consideration therefor except for filing fees and other ordinary administrative charges which shall be paid by Seller to the third party from whom such approval, consent or waiver is requested. Such approvals, consents, and waivers shall be in favor of the Buyer and, if applicable, a Designee.

     (c). If Waivers or Consents Cannot be Obtained. To the extent that any of the approvals, consents or waivers referred to in have not been obtained by Seller as of the Closing, or until the impracticalities of transfer are resolved, Seller shall, during the remaining term of such Contracts, use all reasonable efforts to (i) obtain the consent of any such third party with the filing fees and ordinary administrative charges payable to such third party shall be the sole responsibility of the Seller; (ii) cooperate with Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Contracts to Buyer or a Designee, if applicable, so long as Buyer fully cooperates with Seller in such arrangements; and (iii) enforce, at the request of Buyer and at the expense of the Seller.

1.3 Transferring Assets and Licenses .

Seller will assign the Assets, transfer or convey, or cause to be assigned, transferred or conveyed to Buyer or a Designee, if applicable, at the Closing.

2. Purchase Price.

      The purchase price for the Assets (“Purchase Price”) shall be three million six hundred sixty six thousand, six hundred sixty seven (3,666,667) common stock shares of Buyer, in addition, one million eight hundred thirty three thousand and three hundred thirty four (1,833,334) warrants for common stock of Buyer at a strike of $2.30 per share for a period of two years. All securities are to be delivered to the Seller at the Closing.

3. Closing.

     Date of Closing. The Closing shall take place at the offices of Single Touch Systems, Inc., or at such other place as the parties may agree in writing, on May [Blank], 2009 or such later date as all conditions to Closing set forth in Section 7.7 below have been completed.

3.1 Documents to be Delivered by Seller .

At or prior to the Closing, Seller shall deliver, or cause to be delivered, the following:

(a). documents of Assignment free of encumbrances and other instruments of transfer, dated the Closing Date, transferring to Buyer title to the Assets.

(b). documents evidencing the assignment and assumption of the Contracts to Buyer or a Designee (together with any third-party consents required for such transfers);

(c). provide a copy of the written consent of resolutions of the board of directors of StreamWorks and copies of the resolutions of the shareholders of StreamWorks authorizing the execution, delivery and performance of this Agreement by StreamWorks.

3.2 Documents to be Delivered by Buyer .

At or prior to the Closing Date, Buyer shall deliver the following:

(a). documents evidencing the issuance of three million six hundred sixty six thousand, six hundred sixty seven (3,666,667) shares of common stock to Seller.

(b) a warrant in a form mutually agreeable to Buyer and Seller granting Seller the right to purchase up to one million eight hundred thirty three thousand, three hundred thirty four (1,833,334) shares of common stock of STS at a strike of $2.30 per share for a period of two years from Closing.

(c). a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a certificate of its secretary or assistant secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect.

3.3 Transfer Fees

Any recording fees or related Asset transfer fees shall be paid by Seller.

4. Conduct of the Seller Pending Closing.

(a) Between the date hereof and the Closing Date, Seller shall continue to operate the Business in the ordinary course and in a manner reasonably consistent with its present operating plan.

(b) Seller will not take any action, (i) the result of which will be to create a Material Adverse Effect on the value of the Assets, or (ii) which is both not reasonably consistent with its normal operating plan and not in the ordinary course of business, except as otherwise set forth in this Section 4.

5. Representations of Seller .

Seller represents to Buyer that:

5.1 Organization, Standing and Authority .

Streamworks is a corporation organized, under the laws of the State of Delaware.

     5.2 Authorization of Agreement; Authority . The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate and partnership action of Seller, and this Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement by Seller will not (a) violate or conflict with Streamworks corporate power and authority; (b) constitute a violation of any law, regulation, order, writ, judgment, injunction or decree applicable to Seller; or (c) subject to the receipt of appropriate consents as specified in this Agreement as of the Closing Date, conflict with, or result in the breach of the provisions of, or constitute a default under, any agreement, license, permit or other instrument to which Seller is a party or is bound or by which the Assets are bound.

     5.3 Material Contracts . All of the Material Contracts which are to be transferred to Buyer at Closing, if any, have not been further modified, or amended. A Material Contract shall mean a Contract which involves payments, performance of services or delivery of goods by or to Seller after the Clo